| Eaton Vance Management 255 State Street Boston, Massachusetts 02109 Ph: 617-482-8260; Fx: 617-598-0432 |
| August 25, 2008 VIA EDGAR |
| Kevin Rupert Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 |
Re: | Eaton Vance Municipals Trust (File Nos. 811-04409 and 033-00572) on behalf of the series listed on Schedule A attached hereto (the “Funds”) |
| Dear Mr. Rupert: This letter responds to comments you provided to me on August 6, 2008 regarding the Form N- CSR filings by Eaton Vance Municipals Trust (the “Registrant”) on behalf of its series with fiscal years ended August 31, 2007 and September 30, 2007. These annual reports were filed with the U.S. Securities and Exchange Commission (the “SEC”) via the EDGAR filing system on October 24, 2007 and November 27, 2007 (as amended on November 29, 2007). Your comments and our responses thereto are provided below. Form N-CSR for Registrant’s Series with Fiscal Years Ended August 31, 2007 |
| 1. | Comment:We express no opinion on the Funds’ stated position that investments in | |
| inverse floaters are not considered borrowings for purposes of a Fund’s restrictions on | ||
| borrowing. | ||
| Response:The Funds acknowledge that you have expressed no opinion on this position. | ||
| 2. | Comment:The Funds are single-state municipal bond funds. Please state whether more | |
| than 20% of any Fund’s net assets is invested in Puerto Rico municipal obligations. In | ||
| addition, please describe the Funds’ compliance with Rule 35d-1 under the Investment | ||
| Company Act of 1940, as amended (the “Names Rule”). Finally, please confirm that the | ||
| proper disclosures are made in the Funds’ prospectus in this regard. | ||
| Response:As of August 31, 2007, no Fund held more than 20% of its net assets in | ||
| Puerto Rico municipal obligations. However, if a Fund did hold over 20% of its net | ||
| assets in Puerto Rico municipal obligations, we do not believe this would be a violation | ||
| of the Names Rule. The Names Rule generally requires that a fund with a name | ||
| suggesting that it focuses on a particular type of investment adopt a fundamental policy to | ||
| invest at least 80% of its net assets in that manner. The interpretive position released by | ||
| the SEC’s Division of Investment Management clarifies that the term “municipal” in the | ||
| name of a fund refers to the tax-exempt nature of a fund’s distributions, but that single- | ||
| state tax-exempt funds are not subject to section (a)(3) of the Rule (relating to funds with | ||
| names that suggest investment in a specific country or geographic region).1 | ||
| We confirm that the proper disclosures are made in the Funds’ prospectus in this regard. | ||
| As stated in the Funds’ prospectus, each Fund has adopted a fundamental policy to invest | ||
| at least 80% of its net assets in municipal obligations the interest on which is exempt | ||
| from regular federal income tax and from the particular state income tax in which the | ||
| Fund invests, in compliance with the Names Rule. In addition, the Funds’ prospectus | ||
| states that each Fund may invest up to 35% of its net assets in municipal obligations | ||
| issued by Puerto Rico (and certain other U.S. territories). | ||
| Form N-CSR for Registrant’s Series with Fiscal Years Ended September 30, 2007 | ||
| 3. | Comment:In the footnote to the Morningstar Ratings on page 3 discussing load-waived | |
| A shares for investors who qualify for waivers of front-end sales loads, explain the | ||
| relevance of the reference to “plan participants of a defined contribution plan”. | ||
| Response:The referenced language is standardized disclosure provided by Morningstar | ||
| for use with its load-waived A share ratings. While typically municipal bond funds such | ||
| as the Funds are not offered to defined contribution plans, the footnote is relevant to the | ||
| Funds because there are circumstances in which a Fund’s Class A sales charge may be | ||
| waived for certain investors, as described in the Funds’ prospectus. | ||
| 4. | Comment:In Note 3 to the Financial Statements, please clarify how each Fund’s | |
| investment advisory fee is calculated. | ||
| Response:As stated in Note 3, the investment advisory fee consists of two components, | ||
| a percentage of average daily net assets plus a percentage of gross income. These | ||
| components are subject to breakpoints as assets in the Fund increase, as described in the | ||
| Funds’ prospectus. Per your request, going forward the disclosure in this footnote will be | ||
| enhanced to provide the relevant breakpoints and related descriptions as provided in the | ||
| prospectus. As you also requested, this change will be implemented in the future reports | ||
| of all similar Eaton Vance funds. | ||
| * * * * * * * * |
| The Registrant is responsible for the adequacy and accuracy of the disclosure in each respective |
| filing. Further, the Registrant recognizes that the Staff’s comments, or changes to disclosure in |
| response to the Staff’s comments, does not foreclose the SEC from taking any action with respect |
| to the filings. The Registrant acknowledges that it may not assert Staff comments as a defense in |
| any proceeding initiated by the SEC or any person under federal securities laws. |
1SeeDivision of Investment Management’s Frequently Asked Questions about Rule 35d-1, Question No. 4 |
| Should you have any questions or comments regarding this letter, please contact the undersigned at (617) 598-8029. Very truly yours, |
| /s/ Christopher Sechler Christopher Sechler Vice President, Eaton Vance Management |
| Schedule A The Funds |
| Series with Fiscal Years Ended August 31, 2007 |
| Eaton Vance Alabama Municipals Fund |
| Eaton Vance Arkansas Municipals Fund |
| Eaton Vance Georgia Municipals Fund |
| Eaton Vance Kentucky Municipals Fund |
| Eaton Vance Louisiana Municipals Fund |
| Eaton Vance Maryland Municipals Fund |
| Eaton Vance Missouri Municipals Fund |
| Eaton Vance North Carolina Municipals Fund |
| Eaton Vance Oregon Municipals Fund |
| Eaton Vance South Carolina Municipals Fund |
| Eaton Vance Tennessee Municipals Fund |
| Eaton Vance Virginia Municipals Fund |
| Series with Fiscal Years Ended September 30, 2007 |
| Eaton Vance California Municipals Fund |
| Eaton Vance Florida Plus Municipals Fund |
| Eaton Vance Massachusetts Municipals Fund |
| Eaton Vance Mississippi Municipals Fund |
| Eaton Vance National Municipals Fund |
| Eaton Vance New York Municipals Fund |
| Eaton Vance Ohio Municipals Fund |
| Eaton Vance Rhode Island Municipals Fund |
| Eaton Vance West Virginia Municipals Fund |
