POS EX

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

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

EATON VANCE MUNICIPAL INCOME TRUST (the “Registrant”)

CONTENTS OF REGISTRATION STATEMENT ON FORM N-14

This Registration Statement contains the following papers and documents:
Cover Sheet
Part A	-	Proxy Statement/Prospectus*
Part B	-	Statement of Additional Information*
Part C	-	Other Information
Signature Page
Exhibit Index
Exhibits
* Previously filed in Registrant’s Registration Statement on Form N-14, File No. 333-156299 (the “Registration Statement”) on December 18, 2008 (Accession No. 0000940394-08- 001591), and subsequently amended in the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on March 18, 2009 (Accession No. 000940394-09-000227) (“Amendment No. 1”), and supplemented on March 23, 2009. Parts A and B of Amendment No. 1, in their definitive form as supplemented, are incorporated by reference into this amendment.
The sole purpose of this amendment is to include in the Registration Statement the Definitive Agreement and Plan of Reorganization (Exhibit 4) and the Opinion of Counsel on Tax Matters (Exhibit 12) for the reorganization of Eaton Vance National Municipal Income Trust with Eaton Vance Municipal Income Trust.

PART C

OTHER INFORMATION

Item 15. Indemnification

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

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

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

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

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

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

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

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

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

Item 17. Undertakings

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

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

NOTICE

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

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SIGNATURES

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

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

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

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

INDEX TO EXHIBITS

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

EX-99.(4)

EXHIBIT (4)

AGREEMENT AND PLAN OF REORGANIZATION

In order to consummate the Reorganization (as defined in Section 1(b) below) and in consideration of the promises and the covenants and agreements hereinafter set forth, and intending to be legally bound, Eaton Vance National Municipal Income Trust (FEV), a Massachusetts business trust and a registered closed-end investment company, File No. 811-09143 (the “Acquired Fund”) and Eaton Vance Municipal Income Trust (EVN) (the “Acquiring Fund” and together with the Acquired Fund, the “Funds”), a Massachusetts business trust and a registered closed-end investment company, File No. 811-09141, each hereby agree as follows:

1.	Representations and Warranties of the Acquiring Fund.
The Acquiring Fund represents and warrants to, and agrees with, the Acquired Fund that:
(a)	The Acquiring Fund is a Massachusetts business trust, with transferable shares, duly organized,
	validly existing under, and in good standing in conformity with, the laws of The Commonwealth
	of Massachusetts, and has the power to own all of its assets and to carry out its obligations under
	this Agreement. The Acquiring Fund has all necessary federal, state and local authorizations to
	carry on its business as it is now being conducted and to carry out this Agreement.
(b)	The Acquiring Fund is duly registered under the Investment Company Act of 1940, as amended
	(the “1940 Act”) as a diversified, closed-end management investment company and such
	registration has not been revoked or rescinded and is in full force and effect. The Acquiring Fund
	has elected and qualified for the special tax treatment afforded regulated investment companies
	(“RICs”) under Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”) at
	all times since its inception and intends to continue to so qualify until consummation of the
	reorganization contemplated hereby (the “Reorganization”) and thereafter.
(c)	The Acquiring Fund has furnished the Acquired Fund with the Acquiring Fund’s Annual Report
	to Shareholders for the fiscal year ended November 30, 2008, and the audited financial statements
	appearing therein, having been audited by Deloitte & Touche, LLP, independent registered public
	accounting firm, fairly present the financial position of the Acquiring Fund as of the respective
	dates indicated, in conformity with accounting principles generally accepted in the United States
	applied on a consistent basis.
(d)	An unaudited statement of assets, liabilities and capital of the Acquiring Fund and an unaudited
	schedule of investments of the Acquiring Fund, each as of the Valuation Time (as defined in
	Section 3(e) of this Agreement), will be furnished to the Acquired Fund, at or prior to the Closing
	Date (as defined in Section 7(a) herein), for the purpose of determining the number of Acquiring
	Fund Common Shares and Acquiring Fund APS Shares (each as defined in Section 1(e) herein) to
	be issued pursuant to Section 3(a) of this Agreement; each will fairly present the financial
	position of the Acquiring Fund as of the Valuation Time in conformity with generally accepted
	accounting principles applied on a consistent basis.
(e)	The Acquiring Fund has full power and authority to enter into and perform its obligations under
	this Agreement. The execution, delivery and performance of this Agreement has been duly
	authorized by all necessary action of its Board of Trustees, and this Agreement constitutes a valid
	and binding contract enforceable in accordance with its terms, subject to the effects of
	bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or
	affecting creditors’ rights generally and court decisions with respect thereto.

(f)	There are no material legal, administrative or other proceedings pending or, to the knowledge of
	the Acquiring Fund, threatened against it which assert liability on the part of the Acquiring Fund
	or which materially affect its financial condition or its ability to consummate the Reorganization.
	The Acquiring Fund is not charged with or, to the best of its knowledge, threatened with any
	violation or investigation of any possible violation of any provisions of any federal, state or local
	law or regulation or administrative ruling relating to any aspect of its business material to the
	Reorganization.
(g)	The Acquiring Fund is not obligated under any provision of its Declaration of Trust dated
	December 10, 1998, as amended, or its by-laws, as amended, and is not a party to any contract or
	other commitment or obligation, and is not subject to any order or decree, which would be
	violated by its execution of or performance under this Agreement, except insofar as the Funds
	have mutually agreed to amend such contract or other commitment or obligation to cure any
	potential violation as a condition precedent to the Reorganization.
(h)	There are no material contracts outstanding to which the Acquiring Fund is a party that have not
	been disclosed in the N-14 Registration Statement (as defined in subsection (k) below) or that
	will not otherwise be disclosed to the Acquired Fund prior to the Valuation Time.
(i)	The Acquiring Fund has no known liabilities of a material amount, contingent or otherwise, other
	than those shown on its statements of assets, liabilities and capital referred to in subsection (c)
	above, those incurred in the ordinary course of its business as an investment company, and those
	incurred in connection with the Reorganization. As of the Valuation Time, the Acquiring Fund
	will advise the Acquired Fund in writing of all known liabilities, contingent or otherwise, whether
	or not incurred in the ordinary course of business, existing or accrued as of such time, except to
	the extent disclosed in the financial statements referred to in subsection (c) above.
(j)	No consent, approval, authorization or order of any court or government authority or self-
	regulatory organization is required for the consummation by the Acquiring Fund of the
	Reorganization, except such as may be required under the rules of the New York Stock Exchange
	(“NYSE”), Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of
	1934, as amended (the “1934 Act”) and the 1940 Act or state securities laws (which term as used
	herein shall include the laws of the District of Columbia and Puerto Rico).
(k)	The registration statement filed by the Acquiring Fund on Form N-14, which includes the proxy
	statement of the Acquired Fund and the Acquiring Fund with respect to the transactions
	contemplated herein (the “Joint Proxy Statement/Prospectus”), and any supplement or
	amendment thereto or to the documents therein (as amended or supplemented, the “N-14
	Registration Statement”), on its effective date, at the time of the shareholders’ meetings referred
	to in Section 8(a) and Section 9(a) of this Agreement and at the Closing Date, insofar as it relates
	to the Acquiring Fund, (i) complied or will comply in all material respects with the provisions of
	the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (ii) did
	not or will not contain any untrue statement of a material fact or omit to state any material fact
	required to be stated therein or necessary to make the statements therein not misleading; and the
	Joint Proxy Statement/Prospectus included therein did not or will not contain any untrue
	statement of a material fact or omit to state any material fact necessary to make the statements
	therein, in the light of the circumstances under which they were made, not misleading; provided,
	however, that the representations and warranties in this subsection only shall apply to statements
	in or omissions from the N-14 Registration Statement made in reliance upon and in conformity
	with information furnished by the Acquiring Fund for use in the N-14 Registration Statement.

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(l)	The Acquiring Fund is authorized to issue an unlimited number of common shares of beneficial
	interest, no par value (the “Acquiring Fund Common Shares”), and an unlimited number of
	preferred shares of beneficial interest, no par value. The Board of Trustees of the Acquiring Fund
	has designated 806 preferred shares as Auction Rate Preferred Shares, Series C (“Acquiring Fund
	APS”). Each outstanding Acquiring Fund Common Share and each Acquiring Fund APS share is
	fully paid and nonassessable, and has full voting rights and no shareholder of the Acquiring Fund
	shall be entitled to any preemptive or other similar rights. In regard to the statement that the
	Acquiring Fund Common Shares and Acquiring Fund APS are non-assessable, it is noted that the
	Acquiring Fund is an entity of the type commonly known as a “Massachusetts business trust.”
	Under Massachusetts law, shareholders could, under certain circumstances, be held personally
	liable for the obligations of the Acquiring Fund.
(m)	The Acquiring Fund Common Shares and the Acquiring Fund APS to be issued to the Acquired
	Fund pursuant to this Agreement will have been duly authorized and, when issued and delivered
	pursuant to this Agreement, will be legally and validly issued and will be fully paid and,
	nonassessable and will have full voting rights, and no shareholder of the Acquiring Fund will
	have any preemptive right of subscription or purchase in respect thereof.
(n)	At or prior to the Closing Date, the Acquiring Fund Common Shares to be transferred to the
	Acquired Fund for distribution to the shareholders of the Acquired Fund on the Closing Date will
	be duly qualified for offering to the public in all states of the United States in which the sale of
	shares of the Funds presently are qualified, and there will be a sufficient number of such shares
	registered under the 1933 Act and, as may be necessary, with each pertinent state securities
	commission to permit the transfers contemplated by this Agreement to be consummated.
(o)	At or prior to the Closing Date, the Acquiring Fund APS to be transferred to the Acquired Fund
	on the Closing Date will be duly qualified for offering to the public in all states of the United
	States in which the sale of APS of the Acquired Fund presently are qualified, and there are a
	sufficient number of Acquiring Fund APS registered under the 1933 Act and with each pertinent
	state securities commission to permit the transfers contemplated by this Agreement to be
	consummated.
(p)	At or prior to the Closing Date, the Acquiring Fund will have obtained any and all regulatory,
	trustee and shareholder approvals necessary to issue the Acquiring Fund Common Shares and the
	Acquiring Fund APS to the Acquired Fund.
(q)	The Acquiring Fund has filed, or intends to file, or has obtained extensions to file, all federal,
	state and local tax returns which are required to be filed by it, and has paid or has obtained
	extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and
	all assessments received by it, up to and including the taxable year in which the Closing Date
	occurs. All tax liabilities of the Acquiring Fund have been adequately provided for on its books,
	and no tax deficiency or liability of the Acquiring Fund has been asserted and no question with
	respect thereto has been raised by the Internal Revenue Service or by any state or local tax
	authority for taxes in excess of those already paid, up to and including the taxable year in which
	the Closing Date occurs.
(r)	The Acquiring Fund has elected to qualify and has qualified as a RIC as of and since its
	inception; has been a RIC under the Code at all times since the end of its first taxable year when it
	so qualified; qualifies and will continue to qualify as a RIC under the Code; and has satisfied the
	distribution requirements imposed by the Code for each of its taxable years. The Acquiring Fund

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	has not at any time since its inception been liable for, and is not now liable for, and will not be
	liable for on the Closing Date, any material income or excise tax pursuant to Section 852 or
	Section 4982 of the Code.
2.	Representations and Warranties of the Acquired Fund.
The Acquired Fund represents and warrants to, and agrees with, the Acquiring Fund that:
(a)	The Acquired Fund is a Massachusetts business trust, with transferable shares, duly organized,
	validly existing in conformity with the laws of The Commonwealth of Massachusetts, and has the
	power to own all of its assets and to carry out this Agreement. The Acquired Fund has all
	necessary federal, state and local authorizations to carry on its business as it is now being
	conducted and to carry out this Agreement.
(b)	The Acquired Fund is duly registered under the 1940 Act as a diversified, closed-end
	management investment company, and such registration has not been revoked or rescinded and is
	in full force and effect. The Acquired Fund has elected and qualified for the special tax treatment
	afforded RICs under Section 851 of the Code at all times since its inception, and intends to
	continue to so qualify through its taxable year ending upon liquidation.
(c)	As used in this Agreement, the term “Acquired Fund Investments” shall mean: (i) the investments
	of the Acquired Fund shown on the schedule of its investments as of the Valuation Time
	furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or
	liabilities incurred as of the Valuation Time.
(d)	The Acquired Fund has full power and authority to enter into and perform its obligations under
	this Agreement. The execution, delivery and performance of this Agreement has been duly
	authorized by all necessary action of its Board of Trustees and this Agreement constitutes a valid
	and binding contract enforceable in accordance with its terms, subject to the effects of
	bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or
	affecting creditors’ rights generally and court decisions with respect thereto.
(e)	The Acquired Fund has furnished the Acquiring Fund with the Acquired Fund’s Annual Report to
	Shareholders for the fiscal year ended November 30, 2008 and the audited financial statements
	appearing therein, having been audited by Deloitte & Touche, LLP, independent registered public
	accounting firm, fairly present the financial position of the Acquired Fund as of the respective
	dates indicated, in conformity with accounting principles generally accepted in the United States
	applied on a consistent basis.
(f)	An unaudited statement of assets, liabilities and capital of the Acquired Fund and an unaudited
	schedule of investments of the Acquired Fund, each as of the Valuation Time, will be furnished to
	the Acquiring Fund at or prior to the Closing Date for the purpose of determining the number of
	shares of Acquiring Fund Common Shares and Acquiring Fund APS to be issued to the Acquired
	Fund pursuant to Section 3 of this Agreement; each will fairly present the financial position of the
	Acquired Fund as of the Valuation Time in conformity with generally accepted accounting
	principles applied on a consistent basis.
(g)	There are no material legal, administrative or other proceedings pending or, to the knowledge of
	the Acquired Fund, threatened against it which assert liability on the part of the Acquired Fund or
	which materially affect its financial condition or its ability to consummate the Reorganization.
	The Acquired Fund is not charged with or, to the best of its knowledge, threatened with any

4

	violation or investigation of any possible violation of any provisions of any federal, state or local
	law or regulation or administrative ruling relating to any aspect of its business material to the
	Reorganization.
(h)	There are no material contracts outstanding to which the Acquired Fund is a party that have not
	been disclosed in the N-14 Registration Statement or will not otherwise be disclosed to the
	Acquiring Fund prior to the Valuation Time.
(i)	The Acquired Fund is not obligated under any provision of its Declaration of Trust dated
	December 10, 1998, as amended, or its by-laws, as amended, or a party to any contract or other
	commitment or obligation, and is not subject to any order or decree which would be violated by
	its execution of or performance under this Agreement, except insofar as the Funds have mutually
	agreed to amend such contract or other commitment or obligation to cure any potential violation
	as a condition precedent to the Reorganization.
(j)	The Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other
	than those shown on its statements of assets, liabilities and capital referred to above, those
	incurred in the ordinary course of its business as an investment company and those incurred in
	connection with the Reorganization. As of the Valuation Time, the Acquired Fund will advise
	the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not
	incurred in the ordinary course of business, existing or accrued as of such time.
(k)	The Acquired Fund has filed, or intends to file, or has obtained extensions to file, all federal, state
	and local tax returns which are required to be filed by it, and has paid or has obtained extensions
	to pay, all federal, state and local taxes shown on said returns to be due and owing and all
	assessments received by it, up to and including the taxable year in which the Closing Date occurs.
	All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no
	tax deficiency or liability of the Acquired Fund has been asserted and no question with respect
	thereto has been raised by the Internal Revenue Service or by any state or local tax authority for
	taxes in excess of those already paid, up to and including the taxable year in which the Closing
	Date occurs.
(l)	At both the Valuation Time and the Closing Date, the Acquired Fund will have full right, power
	and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing
	Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by
	this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired
	Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free
	and clear of any encumbrances, liens or security interests and without any restrictions upon the
	transfer thereof (except those imposed by the federal or state securities laws and those
	imperfections of title or encumbrances as do not materially detract from the value or use of the
	Acquired Fund Investments or materially affect title thereto).
(m)	No consent, approval, authorization or order of any court or governmental authority or self-
	regulatory organization is required for the consummation by the Acquired Fund of the
	Reorganization, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act,
	state securities laws or the rules of the NYSE Alternext US exchange.
(n)	The N-14 Registration Statement, on its effective date, at the time of the shareholders’ meetings
	called to vote on this Agreement and on the Closing Date, insofar as it relates to the Acquired
	Fund (i) complied or will comply in all material respects with the provisions of the 1933 Act, the
	1934 Act and the 1940 Act and the rules and regulations thereunder, and (ii) did not or will not

5

	contain any untrue statement of a material fact or omit to state any material fact required to be
	stated therein or necessary to make the statements therein not misleading; and the Joint Proxy
	Statement/Prospectus included therein did not or will not contain any untrue statement of a
	material fact or omit to state any material fact necessary to make the statements therein, in the
	light of the circumstances under which they were made, not misleading; provided, however, that
	the representations and warranties in this subsection shall apply only to statements in or
	omissions from the N-14 Registration Statement made in reliance upon and in conformity with
	information furnished by the Acquired Fund for use in the N-14 Registration Statement.
(o)	The Acquired Fund is authorized to issue an unlimited number of common shares of beneficial
	interest, no par value (the “Acquired Fund Common Shares”), and an unlimited number of
	preferred shares of beneficial interest, no par value (“Acquired Fund APS Shares”). Each
	outstanding Acquired Fund Common Share and each of the outstanding Acquired Fund APS
	Share is fully paid and nonassessable, and has full voting rights and no person is entitled to any
	preemptive or other similar rights with respect to Acquired Fund Common Shares and Acquired
	Fund APS Shares. In regard to the statement that Acquired Fund Common Shares and Acquired
	Fund APS Shares are non-assessable, it is noted that the Acquired Fund is an entity of the type
	commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders
	could, under certain circumstances, be held personally liable for the obligations of the Acquired
	Fund.
(p)	All of the issued and outstanding Acquired Fund Common Shares and Acquired Fund APS
	Shares were offered for sale and sold in conformity with all applicable federal and state securities
	laws.
(q)	The books and records of the Acquired Fund made available to the Acquiring Fund and/or its
	counsel are substantially true and correct and contain no material misstatements or omissions
	with respect to the operations of the Acquired Fund.
(r)	The Acquired Fund will not sell or otherwise dispose of any of the Acquiring Fund Common
	Shares or Acquiring Fund APS to be received in the Reorganization, except in distribution to the
	shareholders of the Acquired Fund, as provided in Section 3 of this Agreement.
(s)	The Acquired Fund has elected to qualify and has qualified as a “RIC” under the Code as of and
	since its inception; has been a RIC under the Code at all times since the end of its first taxable
	year when it so qualified; qualifies and will continue to qualify as a RIC under the Code for its
	taxable year ending upon its liquidation; and has satisfied the distribution requirements imposed
	by the Code for each of its taxable years. The Acquired Fund has not at any time since its
	inception been liable for, is not now liable for, and will not be liable for on the Closing Date, any
	material income or excise tax under Section 852 or Section 4982 of the Code.
3.	The Reorganization.
(a)	Subject to receiving the requisite approvals of the shareholders of the Acquired Fund, and to the
	other terms and conditions contained herein, the Acquired Fund agrees to convey, transfer and
	deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Acquired Fund,
	on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the
	Valuation Time on debt instruments), including the assumption of substantially all of the
	liabilities of the Acquired Fund, in exchange for that number of Acquiring Fund Common Shares
	and Acquiring Fund APS provided in Section 4 of this Agreement. Pursuant to this Agreement,
	as soon as practicable after the Closing Date, the Acquired Fund will distribute all Acquiring

6

	Fund Common Shares and Acquiring Fund APS received by it to its shareholders constructively
	in exchange for their Acquired Fund Common Shares and Acquired Fund APS Shares. Such
	distributions shall be accomplished by the opening of shareholder accounts on the share ledger
	records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based
	on their respective holdings in the Acquired Fund as of the Valuation Time.
(b)	If it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when
	aggregated, would contain investments exceeding certain percentage limitations imposed upon
	the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the
	Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to
	avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (a)
	nothing herein will require the Acquired Fund to dispose of any portfolio securities or other
	investments, if, in the reasonable judgment of the Acquired Fund’s Trustees or investment
	adviser, such disposition would adversely affect the tax-free nature of the Reorganization for
	federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund,
	and (b) nothing will permit the Acquired Fund to dispose of any portfolio securities or other
	investments if, in the reasonable judgment of the Acquiring Fund’s Trustees or investment
	adviser, such disposition would adversely affect the tax-free nature of the Reorganization for
	federal income tax purposes or would otherwise not be in the best interests of the Acquiring
	Fund.
(c)	Prior to the Closing Date, the Acquired Fund shall declare a dividend or dividends which,
	together with all such previous dividends, shall have the effect of distributing to their respective
	shareholders all of their respective net investment company taxable income to and including the
	Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its
	net capital gain, if any, realized to and including the Closing Date.
(d)	The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired
	Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments
	transferred to the Acquiring Fund hereunder.
(e)	The Valuation Time shall be the close of regular trading on the New York Stock Exchanges,
	normally 4:00 p.m., Eastern time, on the business day prior to the Closing Date, or such earlier or
	later day and time as may be mutually agreed upon in writing (the “Valuation Time”).
(f)	Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the
	Reorganization will be limited to the assets acquired by the Acquiring Fund. The known
	liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring
	Fund pursuant to Section 2(j) of this Agreement.
(g)	The Acquired Fund will be terminated following the Closing Date by terminating its registration
	under the 1940 Act and its organization under Massachusetts law and will withdraw its authority
	to do business in any state where it is required to do so.
(h)	The Acquiring Fund will file with the Secretary of State of The Commonwealth of
	Massachusetts, as required, any amendment to its Declaration of Trust and By-Laws establishing
	the powers, rights and preferences of the Acquiring Fund APS prior to the closing of the
	Reorganization.

7

4.	Issuance and Valuation of Acquiring Fund Common Shares and Acquiring Fund APS in the
	Reorganization.
(a)	Acquiring Fund Common Shares and Acquiring Fund APS of an aggregate net asset value or
	aggregate liquidation preference, as the case may be, equal to the value of the Acquired Fund
	Investments acquired in the Reorganization determined as hereinafter provided, shall be issued by
	the Acquiring Fund to the Acquired Fund in exchange for such Acquired Fund Investments. The
	Acquiring Fund will issue to the Acquired Fund (i) a number of Acquiring Fund Common Shares,
	the aggregate net asset value of which will equal the aggregate net asset value of the Acquired
	Fund Common Shares, determined as set forth below, and (ii) a number of Acquiring Fund APS,
	the aggregate liquidation preference and value of which will equal the aggregate liquidation
	preference and value of the Acquired Fund APS Shares, determined as set forth below.
(b)	The net asset value of the Funds’ Common Shares and the liquidation preference and value of the
	Acquired Fund APS Shares and the Acquiring Fund APS shall be determined as of the Valuation
	Time in accordance with the regular procedures of the investment adviser, and no formula will be
	used to adjust the net asset value so determined of any Fund to take into account differences in
	realized and unrealized gains and losses. Values in all cases shall be determined as of the
	Valuation Time. The value of the Acquired Fund Investments to be transferred to the Acquiring
	Fund shall be determined pursuant to the regular procedures of the investment adviser.
(c)	Such valuation and determination shall be made by the Acquiring Fund in cooperation with the
	Acquired Fund and shall be confirmed in writing by the Acquiring Fund to the Acquired Fund.
	The net asset value per share of the Acquiring Fund Common Shares and the liquidation
	preference and value per share of the Acquiring Fund APS shall be determined in accordance
	with such procedures and the Acquiring Fund shall certify the computations involved. For
	purposes of determining the net asset value of each Acquired Fund Common Share and Acquiring
	Fund Common Share, the value of the securities held by the applicable Fund, plus any cash or
	other assets (including interest accrued but not yet received), minus all liabilities (including
	accrued expenses) and the aggregate liquidation value of the outstanding shares of Acquired Fund
	APS Shares or Acquiring Fund APS, as the case may be, shall be divided by the total number of
	Acquired Fund Common Shares or Acquiring Fund Common Shares, as the case may be,
	outstanding at such time.
(d)	The Acquiring Fund shall issue to the Acquired Fund Acquiring Fund Common Shares and the
	Acquiring Fund APS, each registered in the name of the Acquired Fund. The Acquired Fund
	shall then distribute the Acquiring Fund Common Shares and the Acquiring Fund APS to the
	holders of Acquired Fund Common Shares and Acquired Fund APS Shares by establishing open
	accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund.
	Certificates representing Acquiring Fund Common Shares and Acquiring Fund APS will not be
	issued to Acquired Fund shareholders. With respect to any Acquired Fund shareholder holding
	certificates evidencing ownership of Acquired Fund Common Shares as of the Closing Date, and
	subject to the Acquiring Fund being informed thereof in writing by the Acquired Fund, the
	Acquiring Fund will not permit such shareholder to receive Acquiring Fund Common Shares or
	Acquiring Fund APS, exchange Acquiring Fund Common Shares or Acquiring Fund APS
	credited to such shareholder’s account for shares of other investment companies managed by the
	Adviser or any of its affiliates, or pledge or redeem such Acquiring Fund Common Shares or
	Acquiring Fund APS, in any case, until notified by the Acquired Fund or its agent that such
	shareholder has surrendered his or her outstanding certificates evidencing ownership of Acquired
	Fund Common Shares or Acquired Fund APS Shares or, in the event of lost certificates, posted
	adequate bond. The Acquired Fund, at its own expense, will request its shareholders to surrender

8

	their outstanding certificates evidencing ownership of Acquired Fund Common Shares or
	Acquired Fund APS Shares, as the case may be, or post adequate bond therefor.
5.	Payment of Expenses.
(a)	Except as otherwise agreed between the parties, the Acquired Fund will bear its own costs of the
	Reorganization, including those associated with the solicitation of its shareholders, legal costs and
	costs associated with the issuance of Acquiring Fund APS, and the Acquiring Fund will bear its
	own costs of the Reorganization, including legal costs and costs associated with the solicitation of
	its shareholders.
(b)	Notwithstanding any other provisions of this Agreement, if for any reason the transactions
	contemplated by this Agreement are not consummated, neither the Acquiring Fund nor the
	Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without
	limitation, consequential damages, except as specifically set forth above.
(c)	Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party
	directly incurring them if and to the extent that the payment by another party of such costs and
	expenses would result in the disqualification of such party as a “regulated investment company”
	within the meaning of Subchapter M of the Code.
6.	Covenants of the Funds.
(a)	Each Fund covenants to operate its business as presently conducted in the ordinary course of
	business between the date hereof and the Closing Date, it being understood that such ordinary
	course of business will include regular and customary dividends and distributions.
(b)	The Acquired Fund agrees that following the consummation of the Reorganization, it will
	terminate in accordance with the laws of The Commonwealth of Massachusetts and any other
	applicable law, it will not make any distributions of any Acquiring Fund Common Shares or
	Acquiring Fund APS other than to its respective shareholders and without first paying or
	adequately providing for the payment of all of its respective liabilities not assumed by the
	Acquiring Fund, if any, and on and after the Closing Date it shall not conduct any business except
	in connection with its termination.
(c)	The Acquired Fund undertakes that if the Reorganization is consummated, it will file an
	application pursuant to Section 8(f) of the 1940 Act for an order declaring that the Acquired Fund
	has ceased to be a registered investment company.
(d)	The Acquiring Fund will file the N-14 Registration Statement with the Securities and Exchange
	Commission (the “Commission”) and will use its best efforts to provide that the N-14
	Registration Statement becomes effective as promptly as practicable. Each Fund agrees to
	cooperate fully with the other, and each will furnish to the other the information relating to itself
	to be set forth in the N-14 Registration Statement as required by the 1933 Act, the 1934 Act the
	1940 Act, and the rules and regulations thereunder and the state securities laws.
(e)	The Acquiring Fund has no plan or intention to sell or otherwise dispose of the Acquired Fund
	Investments, except for dispositions made in the ordinary course of business.
(f)	Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and
	reports required to be filed on or before such date shall have been filed and all taxes shown as due

9

	on said returns either have been paid or adequate liability reserves have been provided for the
	payment of such taxes.
(g)	The intention of the parties is that the transaction contemplated by this Agreement will qualify as
	a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Neither the
	Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken
	(including, without limitation, the filing of any tax return) that is inconsistent with such treatment
	or results in the failure of the transaction to qualify as a reorganization within the meaning of
	Section 368(a) of the Internal Revenue Code. At or prior to the Closing Date, the Acquiring Fund
	and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably
	necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Funds, to render the
	tax opinion required herein (including, without limitation, each party’s execution of
	representations reasonably requested by and addressed to K&L Gates).
(h)	In connection with the covenant in subsection (f) above, the Funds agree to cooperate with each
	other in filing any tax return, amended return or claim for refund, determining a liability for taxes
	or a right to a refund of taxes or participating in or conducting any audit or other proceeding in
	respect of taxes. The Acquiring Fund agrees to retain for a period of ten (10) years following the
	Closing Date all returns, schedules and work papers and all material records or other documents
	relating to tax matters of the Acquired Fund for each of such Fund’s taxable period first ending
	after the Closing Date and for all prior taxable periods.
(i)	After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any
	federal, state or local tax returns required to be filed by such fund with respect to its final taxable
	year ending with its complete liquidation and for any prior periods or taxable years and further
	shall cause such tax returns to be duly filed with the appropriate taxing authorities.
	Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the
	Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of
	said tax returns after the Closing Date shall be borne by such Fund.
(j)	The Acquired Fund agrees to mail to its shareholders of record entitled to vote at the meeting of
	shareholders at which action is to be considered regarding this Agreement, in sufficient time to
	comply with requirements as to notice thereof, a combined proxy statement and prospectus which
	complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act
	and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(k)	Following the consummation of the Reorganization, the Acquiring Fund will continue its
	business as a diversified, closed-end management investment company registered under the 1940
	Act.
7.	Closing Date.
(a)	Delivery of the Acquired Fund Investments, and of the Acquiring Fund Common Shares and
	Acquiring Fund APS to be issued as provided in this Agreement, shall be made at such place and
	time as the Funds shall mutually agree on the next full business day following the Valuation
	Time, or at such other time and date agreed to by the Funds, the date and time upon which such
	delivery is to take place being referred to herein as the “Closing Date.” To the extent that any
	Acquired Fund Investments, for any reason, are not transferable on the Closing Date, the
	Acquired Fund shall cause such Acquired Fund Investments to be transferred to the Acquiring
	Fund’s account with its custodian at the earliest practicable date thereafter.

10

(b)	The Acquired Fund will deliver to the Acquiring Fund on the Closing Date confirmation or other
	adequate evidence as to the tax basis of the Acquired Fund Investments delivered to the
	Acquiring Fund hereunder.
(c)	As soon as practicable after the close of business on the Closing Date, the Acquired Fund shall
	deliver to the Acquiring Fund a list of the names and addresses of all of the shareholders of record
	of the Acquired Fund on the Closing Date and the number of Acquired Fund Common Shares and
	Acquired Fund APS Shares owned by each such shareholder, certified to the best of its
	knowledge and belief by the transfer agent for the Acquired Fund or by its President.
8.	Conditions of the Acquired Fund.
The obligations of the Acquired Fund hereunder shall be subject to the following conditions:
(a)	That this Agreement shall have been adopted, and the Reorganization shall have been approved,
	by the Board of Trustees of the Acquired Fund and by the affirmative vote of the holders of a
	majority (as defined in the 1940 Act) of the outstanding Acquired Fund Common Shares and of
	the outstanding Acquired Fund APS Shares, voting together as a single class; and the Acquired
	Fund shall have delivered to the Acquiring Fund a copy of the resolution approving this
	Agreement adopted by the Acquired Fund’s Board of Trustees, and a certificate setting forth the
	vote of the holders of Acquired Fund Common Shares and Acquired Fund APS Shares obtained,
	each certified by its Secretary.
(b)	That the Acquired Fund shall have received from the Acquiring Fund a statement of assets,
	liabilities and capital, with values determined as provided in Section 4 of this Agreement,
	together with a schedule of such Fund’s investments, all as of the Valuation Time, certified on the
	Acquiring Fund’s behalf by its President (or any Vice President) or its Treasurer, and a certificate
	signed by the Fund’s President (or any Vice President) and its Treasurer, dated as of the Closing
	Date, certifying that as of the Valuation Time and as of the Closing Date there has been no
	material adverse change in the financial position of the Acquiring Fund since the date of such
	Fund’s most recent Annual or Semiannual Report, as applicable, other than changes in its
	portfolio securities since that date or changes in the market value of its portfolio securities.
(c)	That the Acquiring Fund shall have furnished to the Acquired Fund a certificate signed by the
	Acquiring Fund’s President (or any Vice President) or its Treasurer, dated as of the Closing Date,
	certifying that, as of the Valuation Time and as of the Closing Date, all representations and
	warranties of the Acquiring Fund made in this Agreement are true and correct in all material
	respects with the same effect as if made at and as of such dates, and that the Acquiring Fund has
	complied with all of the agreements and satisfied all of the conditions on its part to be performed
	or satisfied at or prior to each of such dates.
(d)	That there shall not be any material litigation pending with respect to the matters contemplated by
	this Agreement.
(e)	The Acquired Fund shall have received the opinion of K&L Gates, counsel for the Acquiring
	Fund, dated as of the Closing Date, addressed to the Acquired Fund substantially in the form and
	to the effect that:
	(i)	the Acquiring Fund is duly formed and validly existing under the laws of its state of
		organization;

11

	(ii)	the Acquiring Fund is registered as a closed-end, management investment company under
		the 1940 Act;
	(iii)	this Agreement and the Reorganization provided for herein and the execution of this
		Agreement have been duly authorized and approved by all requisite action of the
		Acquiring Fund, and this Agreement has been duly executed and delivered by the
		Acquiring Fund and (assuming this Agreement is a valid and binding obligation of the
		other party hereto) is a valid and binding obligation of the Acquiring Fund;
	(iv)	neither the execution or delivery by the Acquiring Fund of this Agreement nor the
		consummation by the Acquiring Fund of the transactions contemplated hereby violate
		any provision of any statute or any published regulation or any judgment or order
		disclosed to counsel by the Acquiring Fund as being applicable to the Acquiring Fund;
	(v)	the Acquiring Fund Common Shares and Acquiring Fund APS have been duly authorized
		and, upon issuance thereof in accordance with this Agreement, will be validly issued,
		fully paid and nonassessable and no person is entitled to any preemptive or other similar
		rights with respect to Acquiring Fund Common Shares and Acquiring Fund APS. In
		regard to the statement that Acquiring Fund Common Shares and Acquiring Fund APS
		are non-assessable, such opinion will note that the Acquiring Fund is an entity of the type
		commonly known as a “Massachusetts business trust.” Under Massachusetts’s law,
		shareholders could, under certain circumstances, be held personally liable for the
		obligations of the Acquiring Fund; and
	(vi)	to their knowledge and subject to the qualifications set forth below, the execution and
		delivery by the Acquiring Fund of this Agreement and the consummation of the
		transactions herein contemplated do not require, under the laws of its state of
		organization or any state in which the Acquiring Fund is qualified to do business or the
		federal laws of the United States, the consent, approval, authorization, registration,
		qualification or order of, or filing with, any court or governmental agency or body
		(except such as have been obtained). Counsel need express no opinion, however, as to
		any such consent, approval, authorization, registration, qualification, order or filing
		which may be required as a result of the involvement of other parties to this Agreement in
		the transactions herein contemplated because of their legal or regulatory status or because
		of any other facts specifically pertaining to them.
(f)	The Acquired Fund shall have obtained an opinion from K&L Gates dated as of the Closing Date,
	addressed to the Acquired Fund, and based upon such representations of the parties as K&L Gates
	may reasonably request, that the consummation of the transactions set forth in this Agreement
	comply with the requirements of a reorganization as described in Section 368(a) of the Internal
	Revenue Code.
(g)	That all proceedings taken by each of the Funds and its counsel in connection with the
	Reorganization and all documents incidental thereto shall be satisfactory in form and substance to
	the others.
(h)	That the N-14 Registration Statement shall have become effective under the 1933 Act, and no
	stop order suspending such effectiveness shall have been instituted or, to the knowledge of the
	Acquiring Fund, be contemplated by the SEC.

12

9.	Acquiring Fund Conditions.
The obligations of the Acquiring Fund hereunder shall be subject to the following conditions:
(a)	That this Agreement shall have been adopted, and the Reorganization shall have been approved,
	by the Board of Trustees of the Acquiring Fund; and the issuance of additional Acquiring Fund
	Common Shares in connection with the Reorganization shall have been approved by the
	necessary affirmative vote of the holders of the outstanding Acquiring Fund Common Shares; and
	the Acquiring Fund shall have delivered to the Acquired Fund a copy of the resolution approving
	this Agreement adopted by the Acquiring Fund’s Board of Trustees, and a certificate setting forth
	the vote of the holders of Acquiring Fund Common Shares obtained, each certified by its
	Secretary.
(b)	That the Acquired Fund shall have furnished to the Acquiring Fund a statement of its assets,
	liabilities and capital, with values determined as provided in Section 4 of this Agreement,
	together with a schedule of investments with their respective dates of acquisition and tax costs, all
	as of the Valuation Time, certified on the Acquired Fund’s behalf by its President (or any Vice
	President) or its Treasurer, and a certificate signed by such Fund’s President (or any Vice
	President) or its Treasurer, dated as of the Closing Date, certifying that as of the Valuation Time
	and as of the Closing Date there has been no material adverse change in the financial position of
	the Acquired Fund since the date of such Fund’s most recent Annual Report or Semiannual
	Report, as applicable, other than changes in the Acquired Fund Investments since that date or
	changes in the market value of the Acquired Fund Investments.
(c)	That the Acquired Fund shall have furnished to the Acquiring Fund a certificate signed by the
	Acquired Fund’s President (or any Vice President) or its Treasurer, dated the Closing Date,
	certifying that as of the Valuation Time and as of the Closing Date all representations and
	warranties of the Acquired Fund made in this Agreement are true and correct in all material
	respects with the same effect as if made at and as of such dates and the Acquired Fund has
	complied with all of the agreements and satisfied all of the conditions on its part to be performed
	or satisfied at or prior to such dates.
(d)	That there shall not be any material litigation pending with respect to the matters contemplated by
	this Agreement.
(e)	That the Acquiring Fund shall have received the opinion of K&L Gates, counsel for the Acquired
	Fund, dated as of the Closing Date, addressed to the Acquiring Fund, substantially in the form
	and to the effect that:
	(i)	the Acquired Fund is duly formed and validly existing under the laws of its state of
		organization;
	(ii)	the Acquired Fund is registered as a closed-end, management investment company under
		the 1940 Act;
	(iii)	this Agreement and the Reorganization provided for herein and the execution of this
		Agreement have been duly authorized by all requisite action of the Acquired Fund, and
		this Agreement has been duly executed and delivered by the Acquired Fund and
		(assuming this Agreement is a valid and binding obligation of the other party hereto) is a
		valid and binding obligation of the Acquired Fund;

13

	(iv)	neither the execution or delivery by the Acquired Fund of this Agreement nor the
		consummation by the Acquired Fund of the transactions contemplated hereby violate any
		provision of any statute, or any published regulation or any judgment or order disclosed
		to them by the Acquired Fund as being applicable to the Acquired Fund; and
	(v)	to their knowledge and subject to the qualifications set forth below, the execution and
		delivery by the Acquired Fund of the Agreement and the consummation of the
		transactions herein contemplated do not require, under the laws of its state of
		organization or any state in which the Acquired Fund is qualified to do business, or the
		federal laws of the United States, the consent, approval, authorization, registration,
		qualification or order of, or filing with, any court or governmental agency or body
		(except such as have been obtained under the 1933 Act, 1934 Act, the 1940 Act or the
		rules and regulations thereunder). Counsel need express no opinion, however, as to any
		such consent, approval, authorization, registration, qualification, order or filing which
		may be required as a result of the involvement of other parties to this Agreement in the
		transactions herein contemplated because of their legal or regulatory status or because of
		any other facts specifically pertaining to them.
(f)	That the Acquiring Fund shall have obtained an opinion from K&L Gates, counsel for the
	Acquired Fund, dated as of the Closing Date, addressed to the Acquiring Fund, and based upon
	such representation of the parties as K&L Gates may reasonably request, that the consummation
	of the transactions set forth in this Agreement comply with the requirements of a reorganization
	as described in Section 368(a) of the Code.
(g)	That the N-14 Registration Statement shall have become effective under the 1933 Act and no stop
	order suspending such effectiveness shall have been instituted or, to the knowledge of the
	Acquired Fund, be contemplated by the SEC.
(h)	That all proceedings taken by the Acquired Fund and its counsel in connection with the
	Reorganization and all documents incidental thereto shall be satisfactory in form and substance to
	the Acquiring Fund.
(i)	That prior to the Closing Date the Acquired Fund shall have declared a dividend or dividends
	which, together with all such previous dividends, shall have the effect of distributing to its
	shareholders all of its net investment company taxable income for the period to and including the
	Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its
	net capital gain, if any, realized to and including the Closing Date.
(j)	The NYSE shall have approved the listing of the additional Acquiring Fund Common Shares to
	be issued to common shareholders of the Acquired Fund in connection with the reorganization.
(k)	The Acquiring Fund shall have obtained written confirmation from Standard and Poor’s Ratings
	Group (“S&P”) that (i) consummation of the Reorganization will not impair the ratings assigned
	by such rating agency to the existing Acquiring Fund APS, and (ii) the Acquiring Fund APS to be
	issued pursuant to the Reorganization will carry the same ratings as the existing Acquiring Fund
	APS.
10.	Termination, Postponement, Amendment and Waivers.
(a)	Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be
	terminated and the Reorganization abandoned at any time (whether before or after adoption

14

	thereof by the shareholders of the Fund) prior to the Closing Date, or the Closing Date may be
	postponed (i) by mutual consent of the Boards of Trustees of the Funds, (ii) by the Board of
	Trustees of the Acquired Fund if any condition of the Acquired Fund’s obligations set forth in
	Section 8 of this Agreement has not been fulfilled or waived by such Board, or (iii) by the Board
	of Trustees of the Acquiring Fund if any condition of the Acquiring Fund’s obligations set forth
	in Section 9 of this Agreement have not been fulfilled or waived by such Board.
(b)	If the transactions contemplated by this Agreement have not been consummated by December 31,
	2009, this Agreement may be terminated by mutual agreement of the Funds.
(c)	In the event of termination of this Agreement pursuant to the provisions hereof, the same shall
	become void and have no further effect, and there shall not be any liability on the part of any
	Fund or persons who are their directors, trustees, officers, agents or shareholders in respect of this
	Agreement.
(d)	At any time prior to or after approval of this Agreement by Acquired Fund shareholders: (i) the
	parties hereto may, by written agreement and without shareholder approval, amend any of the
	provisions of this Agreement; and (ii) either party may waive without such approval any default
	by the other party or the failure to satisfy any of the conditions to its obligations (such waiver to
	be in writing); provided, however, that following shareholder approval, no such amendment may
	have the effect of changing the provisions for determining the number of Acquiring Fund
	Common Shares or Acquiring Fund APS to be issued to the Acquired Fund’s shareholders under
	this Agreement to the detriment of such shareholders without their further approval. The failure
	of a party hereto to enforce at any time any of the provisions of this Agreement shall in no way be
	construed to be a waiver of any such provision, nor in any way to affect the validity of this
	Agreement or any part hereof or the right of any party thereafter to enforce each and every such
	provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or
	subsequent breach.
(e)	The respective representations and warranties contained in Sections 1 and 2 of this Agreement
	shall expire with, and be terminated by, the consummation of the Reorganization, and neither
	Fund nor any of its officers, trustees, agents or shareholders shall have any liability with respect
	to such representations or warranties after the Closing Date. This provision shall not protect any
	officer, trustee, agent or shareholder of either Fund against any liability to the entity for which
	that officer, trustee, agent or shareholder so acts or to its shareholders, to which that officer,
	trustee, agent or shareholder otherwise would be subject by reason of willful misfeasance, bad
	faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
(f)	If any order or orders of the Commission with respect to this Agreement shall be issued prior to
	the Closing Date and shall impose any terms or conditions which are determined by action of the
	Boards of Trustees of the Funds to be acceptable, such terms and conditions shall be binding as if
	a part of this Agreement without further vote or approval of the shareholders of the Funds unless
	such terms and conditions shall result in a change in the method of computing the number of
	Acquiring Fund Common Shares or Acquiring Fund APS to be issued to the Acquired Fund, in
	which event, unless such terms and conditions shall have been included in the proxy solicitation
	materials furnished to the shareholders of the Funds prior to the meetings at which the
	Reorganization shall have been approved, this Agreement shall not be consummated and shall
	terminate unless the Funds promptly shall call a special meeting of shareholders at which such
	conditions so imposed shall be submitted for approval.

15

11.	Other Matters.
(a)	All covenants, agreements, representations and warranties made under this Agreement and any
	certificates delivered pursuant to this Agreement shall be deemed to have been material and relied
	upon by each of the parties, notwithstanding any investigation made by them or on their behalf.
(b)	All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and
	delivered personally or sent by registered mail or certified mail, postage prepaid. Notice to the
	Acquired Fund shall be addressed to the Acquired Fund c/o Eaton Vance Management, 255 State
	Street, Boston, MA, Attention: Chief Legal Officer of the Eaton Vance Family of Funds, or at
	such other address as the Acquired Fund may designate by written notice to the Acquiring Fund.
	Notice to the Acquiring Fund shall be addressed to the Acquiring Fund c/o Eaton Vance
	Management, 255 State Street, Boston, MA, Attention: Chief Legal Officer of the Eaton Vance
	Family of Funds, or at such other address and to the attention of such other person as the
	Acquiring Fund may designate by written notice to the Acquired Fund. Any notice shall be
	deemed to have been served or given as of the date such notice is delivered personally or mailed.
(c)	This Agreement supersedes all previous correspondence and oral communications between the
	parties regarding the Reorganization, constitutes the only understanding with respect to the
	Reorganization and shall be governed by and construed in accordance with the laws of The
	Commonwealth of Massachusetts applicable to agreements made and to be performed in said
	state.
(d)	It is expressly agreed that the obligations of the Acquiring Fund and the Acquired Fund hereunder
	shall not be binding upon any of their respective trustees, shareholders, nominees, officers,
	agents, or employees personally, but shall bind only the trust property of the respective Fund as
	provided in such Fund’s Declaration of Trust. A copy of the Declaration of Trust of each of the
	Acquiring Fund and the Acquired Fund is on file with the Secretary of State of The
	Commonwealth of Massachusetts. The execution and delivery of this Agreement has been
	authorized by the trustees of each Fund and signed by authorized officers of each Fund, acting as
	such, and neither such authorization by such trustees, nor such execution and delivery by such
	officers shall be deemed to have been made by any of them individually or to impose any liability
	on any of them personally, but shall bind only the trust property of each Fund as provided in such
	Fund’s Declaration of Trust.
(e)	It is further expressly agreed that this Agreement shall be construed in accordance with and
	governed by the laws of The Commonwealth of Massachusetts.
(f)	This Agreement may be executed in any number of counterparts, each of which, when executed
	and delivered, shall be deemed to be an original but all such counterparts together shall constitute
	but one instrument.

16

     IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed and delivered by their duly authorized officers as of November 17, 2008.

ATTEST:	EATON VANCE NATIONAL
	MUNICIPAL INCOME TRUST
/s/ Maureen A. Gemma	By: /s/ Cynthia J. Clemson
Maureen A. Gemma, Secretary	Cynthia J. Clemson, President
ATTEST:	EATON VANCE MUNICIPAL
	INCOME TRUST
/s/ Maureen A. Gemma	By: /s/ Robert B. MacIntosh
Maureen A. Gemma, Secretary	Robert B. MacIntosh, President

17

EX-99.(12)

EXHIBIT (12)

May 28, 2009

Eaton Vance National Municipal Income Trust
Two International Place
Boston, Massachusetts 02110

Eaton Vance Municipal Income Trust
Two International Place
Boston, Massachusetts 02110

                                 Re: Reorganization to Combine Two Massachusetts Business Trusts

Ladies and Gentlemen:

     Eaton Vance National Municipal Income Trust (“Acquired Fund”) and Eaton Vance Municipal Income Trust (“Acquiring Fund”), each of which is a Massachusetts business trust, have requested our opinion as to certain federal income tax consequences of Acquiring Fund’s proposed acquisition of Acquired Fund pursuant to an Agreement and Plan of Reorganization dated November 17, 2008, between them (“Agreement”).¹ The Agreement contemplates the transactions comprising the Reorganization -- i.e., Acquiring Fund’s acquisition of all the Acquired Fund’s assets in exchange solely for Acquiring Fund Common Shares, Acquiring Fund APS, and Acquiring Fund’s assumption of all the Acquired Fund’s liabilities, followed by Acquired Fund’s distribution of Acquiring Fund Common Shares pro rata to the holders of the Acquired Fund Common Shares and Acquiring Fund APS pro rata to t he holders of the Acquired Fund APS in liquidation thereof.

     In rendering this opinion, we have examined (1) the Agreement, (2) the combined Proxy Statement and Prospectus dated March 19, 2009, regarding the Reorganization that was furnished in connection with the solicitation of proxies by the Board of Trustees of each Fund for use at a special meeting of Acquiring Fund shareholders and Acquired Fund shareholders that was scheduled for May 15, 2009, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters

¹      Each capitalized term not defined herein has the meaning ascribed thereto in the Agreement.

DC-1319775 v5

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Page 2

of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations of officers of the Funds, as contemplated in Sections 8(f) and 9(f) of the Agreement (each, a “Representation”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is correct without that qualification as of 4:00 p.m., Eastern Time, on the date hereof (“Effective Time”). We have also assumed that as to all matters for which a person or entity has represented that such person is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is and was no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.

OPINION

     Based solely on the facts and assumptions described above, and conditioned on the Representations’ being true and complete at the Effective Time and the Reorganization being consummated in accordance with the Agreement (without the waiver or modification of any terms or conditions thereof), our opinion is as follows:

     (1) Acquiring Fund’s acquisition of the Acquired Fund’s assets in exchange solely for Acquiring Fund Common Shares, Acquiring Fund APS, and its assumption of the Acquired Fund’s liabilities, followed by Acquired Fund’s distribution of Acquiring Fund Common Shares pro rata to the shareholders of the Acquired Common Shares and Acquiring Fund APS pro rata to the shareholders of Acquired Fund APS actually or constructively in exchange for their respective Acquired Fund Common Shares or Acquired Fund APS, in complete liquidation of Acquired Fund, will qualify as a “reorganization” (as defined in section 368(a)(1)(C)²), and each Fund will be “a party to a reorganization” (within the meaning of section 368(b));

     (2) Acquired Fund will recognize no gain or loss on the transfer of its assets to Acquiring Fund in exchange solely for Acquiring Fund Common Shares, Acquiring Fund APS, and Acquiring Fund’s assumption of Acquired Fund liabilities or on the subsequent distribution of those

²      “Section” references are to the Internal Revenue Code of 1986, as amended (“Code”).

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Page 3

shares to the Acquired Fund shareholders in exchange for their respective Acquired Fund Common Shares or Acquired Fund APS;

     (3) Acquiring Fund will recognize no gain or loss on its receipt of the Acquired Fund assets in exchange solely for Acquiring Fund Common Shares, Acquiring Fund APS, and its assumption of the Acquired Fund liabilities;

     (4) Acquiring Fund’s basis in each Acquired Fund asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Acquired Fund asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating the holding period for an Acquired Fund asset);

     (5) Except as described in paragraph (6) below, an Acquired Fund shareholder will recognize no gain or loss on the exchange of all its respective Acquired Fund Common Share or Acquired Fund APS solely for Acquiring Fund Common Shares or Acquiring Fund APS, respectively, pursuant to the Reorganization;

     (6) Any shareholder of Acquired Fund Common Shares who receives cash in lieu of a fractional Acquiring Fund Common Share to which such Shareholder is entitled will recognize gain or loss in an amount equal to the difference between the amount of cash received and the portion of such shareholder’s basis in its Acquired Fund Common Shares that is allocable to the fractional Acquiring Fund Common Share;

     (7) An Acquired Fund shareholder’s aggregate basis in the Acquiring Fund Common Share or Acquiring Fund APS it receives in the Reorganization will be the same as the aggregate basis in its respective Acquired Fund Common Share or Acquiring Fund APS it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and such initial aggregate basis will then be reduced by the amount of such basis allocable to any fractional Acquiring Fund Common Shares for which the shareholders of Acquired Fund Common Shares receive cash; and

     (8) An Acquired Fund shareholder’s holding period for the Acquiring Fund Common Share or Acquiring Fund APS it receives in the Reorganization will include, in each instance, its holding period for that respective Acquired Fund Common Share or Acquired Fund APS, provided

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the Acquired Fund shareholder holds that Acquired Fund Common Share or Acquired Fund APS as a capital asset at the Effective Time.

Notwithstanding anything herein to the contrary, we express no opinion as to the effect of the Reorganization on either Fund or any shareholder with respect to any Acquired Fund asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.

     Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the regulations thereunder, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.

     Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign, tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only to the extent each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent.

     We hereby consent to this opinion accompanying the registration statement of the Acquiring Fund when it is filed with the Securities and Exchange Commission and to the reference to our firm in such registration statement.

Very truly yours,

/s/ K&L Gates LLP

K&L GATES LLP