Eaton Vance Municipals Trust N14 Registration statement for investment companies business combination

As filed with the Securities and Exchange Commission on June 22, 2009
1933 Act File No. __________

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [ ]

Post-Effective Amendment No. ___ [ ]

EATON VANCE MUNICIPALS TRUST
(Exact name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

(617) 482-8260
(Registrant's Telephone Number)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement.

It is proposed that this filing will go effective on the 30^thday after filing pursuant to Rule 488 under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Shares of Beneficial Interest of Eaton Vance National Municipals Fund

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Pursuant to Rule 429, this Registration Statement relates to shares previously registered on Form N-1A (File No. 33-572).

CONTENTS OF REGISTRATION STATEMENT ON FORM N-14

This Registration Statement consists of 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

EATON VANCE HAWAII MUNICIPALS FUND
EATON VANCE MISSISSIPPI MUNICIPALS FUND
EATON VANCE WEST VIRGINIA MUNICIPALS FUND
Two International Place
Boston, Massachusetts 02109

July 24, 2009

Dear Shareholder:

We cordially invite you to attend a joint Special Meeting of Shareholders of Eaton Vance Hawaii Municipals Fund (“HI Fund”), Eaton Vance Mississippi Municipals Fund (“MS Fund”) and Eaton Vance West Virginia Municipals Fund (“WV Fund”) (collectively, the “State Funds”) on September 25, 2009 to consider a proposal to approve an Agreement and Plan of Reorganization to convert shares of the State Funds into corresponding shares of Eaton Vance National Municipals Fund (the “National Fund”) (the “Reorganization). The HI Fund is a series of Eaton Vance Municipals Trust II, and the MS Fund, WV Fund and National Fund are each a series of Eaton Vance Municipals Trust (collectively, the “Trusts”).

The investment objective for of each Fund is to provide current income exempt from regular federal income tax and, in the case of the State Funds, from particular state and local income or other taxes. The investment policies of each Fund are substantially similar. The enclosed combined Proxy Statement and Prospectus (“Proxy Statement/Prospectus”) describes the Reorganization in detail. We ask you to read the enclosed information carefully and to submit your vote promptly.

After consideration and recommendation by Eaton Vance Management, the Board of Trustees has determined that it is in the best interests of the State Funds and the National Fund if the State Funds are merged into the National Fund. We believe that you would benefit from the Reorganization because you would become shareholders of a larger, more diversified fund with a lower expense ratio and higher yield and distribution rate.

We realize that most shareholders will not be able to attend the meeting and vote their shares in person. However, the State Funds do need your vote. You can vote by mail, telephone, or over the Internet, as explained in the enclosed material. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person. By voting promptly, you can help the State Funds avoid the expense of additional mailings.

If you would like additional information concerning this proposal, please call one of our service representatives at 1-800-262-1122 Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern time. Your participation in this vote is extremely important.


Sincerely,	Sincerely,



Robert B. MacIntosh	Cynthia J. Clemson
President	President
Eaton Vance Municipals Trust	Eaton Vance Municipals Trust II

Your vote is important – please return your proxy card promptly.
Shareholders are urged to sign and mail the enclosed proxy in the enclosed postage prepaid envelope or
vote by telephone or over the Internet by following the enclosed instructions. Your vote is important
whether you own a few shares or many shares.

EATON VANCE HAWAII MUNICIPALS FUND
EATON VANCE MISSISSIPPI MUNICIPALS FUND
EATON VANCE WEST VIRGINIA MUNICIPALS FUND
Two International Place
Boston, Massachusetts 02109

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held September 25, 2009

A joint Special Meeting of Shareholders of Eaton Vance Hawaii Municipals Fund, Eaton Vance Mississippi Municipals Fund and Eaton Vance West Virginia Municipals Fund (collectively, the “State Funds”) will be held at the principal office of the State Funds, Two International Place, Boston, Massachusetts 02110, on Friday, September 25, 2009 at 2:00 P.M. (Eastern Time), for the following purposes:

To consider and act upon a proposal to approve an Agreement and Plan of Reorganization (the “Plan”) to convert shares of each State Fund into corresponding shares of Eaton Vance National Municipals Fund (the “National Fund”). The Plan provides for the transfer of all of the assets and liabilities of each State Fund to the National Fund in exchange for corresponding shares of the National Fund; and

To consider and act upon any other matters which may properly come before the meeting and any adjourned or postponed session thereof.

The meeting is called pursuant to the By-Laws of Eaton Vance Municipals Trust and Eaton Vance Municipals Trust II (collectively, the “Trusts”). The Boards of Trustees of the Trusts have fixed the close of business on July 17, 2009 as the record date for the determination of the shareholders of each State Fund entitled to notice of, and to vote at, the joint meeting and any adjournments or postponements thereof.

By Order of the Boards of Trustees,

Maureen A. Gemma

Secretary

Eaton Vance Municipals Trust

Eaton Vance Municipals Trust II

July 24, 2009
Boston, Massachusetts

IMPORTANT
Shareholders can help the Boards of Trustees of the State Funds avoid the necessity and additional expense
of further solicitations, which may be necessary to obtain a quorum, by promptly returning the enclosed
proxy or voting by telephone or over the Internet. The enclosed addressed envelope requires no postage if
mailed in the United States and is included for your convenience.

PROXY STATEMENT/PROSPECTUS
Acquisition of the Assets of
EATON VANCE HAWAII MUNICIPALS FUND
EATON VANCE MISSISSIPPI MUNICIPALS FUND
EATON VANCE WEST VIRGINIA MUNICIPALS FUND
By And In Exchange For Shares of
EATON VANCE NATIONAL MUNICIPALS FUND

Two International Place
Boston, Massachusetts 02110

July 24, 2009

We are sending you this combined Proxy Statement and Prospectus (“Proxy Statement/Prospectus”) in connection with the joint Special Meeting of Shareholders (the “Special Meeting”) of Eaton Vance Hawaii Municipals Fund (“HI Fund”), Eaton Vance Mississippi Municipals Fund (“MS Fund”) and Eaton Vance West Virginia Municipals Fund (“WV Fund”) (collectively, the “State Funds”) on September 25, 2009 (the “Meeting Date”) at 2:00 p.m., Eastern Time, at Two International Place, Boston, MA 02110. This document is both the Proxy Statement of the State Funds and a Prospectus of Eaton Vance National Municipals Fund (the “National Fund”). The State Funds and the National Fund hereinafter are sometimes referred to as a “Fund” or collectively as the “Funds.” The HI Fund is a series of Eaton Vance Municipals Trust II, and the MS Fund, WV Fund and Nat ional Fund are each a series of Eaton Vance Municipals Trust (collectively, the “Trusts”). The Trusts are each Massachusetts business trusts registered as open-end management investment companies. Proxy cards are enclosed with the foregoing Notice of a joint Special Meeting of Shareholders for the benefit of shareholders who wish to vote, but do not expect to be present at the joint Special Meeting. Shareholders also may vote by telephone or via the Internet. The proxy is solicited on behalf of the Boards of Trustees of the Trusts (the “Boards” or “Trustees”).

This Proxy Statement/Prospectus relates to the proposed reorganization of each class of shares of each State Fund into a corresponding class of shares of the National Fund (the “Reorganization”). The Agreement and Plan of Reorganization (the “Plan”) is attached as Appendix A and provides for the transfer of all of the assets and liabilities of each State Fund to the National Fund in exchange for shares of the National Fund. Following the transfer, National Fund shares will be distributed to shareholders of each State Fund, respectively, and each State Fund will be terminated. As a result, each shareholder of the State Funds will receive National Fund shares equal in value to the value of such shareholder’s respective State Fund shares, in each case calculated as of the close of regular trading on the New York Stock Exchange on the business day immediately prior to the Reorganization.

Each proxy will be voted in accordance with its instructions. If no instruction is given, an executed proxy will authorize the persons named as proxies, or any of them, to vote in favor of each matter. A written proxy is revocable by the person giving it, prior to exercise by a signed writing filed with the Fund’s proxy tabulator [tabulator name], [address], or by executing and delivering a later dated proxy, or by attending the joint meeting and voting the shares in person. Proxies voted by telephone or over the Internet may be revoked at any time in the same manner that proxies voted by mail may be revoked. This Proxy Statement/Prospectus is initially being mailed to shareholders on or about July 24, 2009. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile or electronic means.

The Trustees have fixed the close of business on July 17, 2009 as the record date (“Record Date”) for the determination of the shareholders entitled to notice of and to vote at the joint meeting and any adjournments or postponements thereof. Shareholders at the close of business on the Record Date will be entitled to one vote for each State Fund share held. The number of shares of beneficial interest of each class of each Fund outstanding and the persons who held of record more than five percent of the outstanding shares of each Fund as of the Record Date, along with such information for the combined fund as if the Reorganization was consummated on the Record Date, are set forth in Appendix C.

This Proxy Statement/Prospectus sets forth concisely the information that you should know when considering the Reorganization. You should read and retain this Proxy Statement/Prospectus for future reference. This Proxy Statement/Prospectus is accompanied by the Prospectus of National Fund dated February 1, 2009 (the “National Fund Prospectus”), which is incorporated by reference herein. A Statement of Additional Information dated July 24, 2009 that relates to this Proxy Statement/Prospectus and contains additional information about the National Fund and the Reorganization is on file with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this Proxy Statement/Prospectus.

The Prospectus of the HI Fund dated June 1, 2009 and the Prospectus of the MS and WV Fund dated February 1, 2009 (the “State Funds’ Prospectuses”), the Statement of Additional Information of the HI Fund dated June 1, 2009, and the Statement of Additional Information of the MS Fund and WV Fund dated February 1, 2009 (the “State Funds’ SAIs”) and the Statement of Additional Information of the National Fund dated February 1, 2009, (the “National Fund SAI”) are on file with the SEC and are incorporated by reference into this Proxy Statement/Prospectus.

The Annual Reports to Shareholders for HI Fund (dated January 31, 2009), MS Fund, WV Fund and National Fund (dated September 30, 2008), and the Semiannual Reports to Shareholders dated March 31, 2009 for MS Fund, WV Fund and the National Fund have been filed with the SEC and are incorporated by reference into this Proxy Statement/Prospectus.

To ask questions about this Proxy Statement/Prospectus, please call our toll-free number at 1-800-262-1122 Monday through Friday 8:00 am to 6:00 pm Eastern time.

Upon request, copies of each of the documents incorporated by reference referred to above are available upon oral or written request and without charge. To obtain a copy, write to the Funds, c/o Eaton Vance Management, Two International Place, Boston, MA 02110, Attn: Proxy Coordinator – Mutual Fund Operations, or call 1-800-262-1122 Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern time. The foregoing documents may be obtained on the Internet at www.eatonvance.com. In addition, the SEC maintains a website at www.sec.gov that contains the documents described above, material incorporated by reference, and other information about the State Funds and the National Fund.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS


		Page
SUMMARY		1
FUND EXPENSES		2
REASONS FOR THE REORGANIZATION		4
INFORMATION ABOUT THE REORGANIZATION		6
HOW DO THE BUSINESS, INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND POLICIES OF THE
STATE FUNDS COMPARE TO THAT OF THE NATIONAL FUND?		13
PRINCIPAL RISK FACTORS		16
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS		17
INFORMATION ABOUT THE FUNDS		17
VOTING INFORMATION		18
DISSENTERS RIGHTS		20
NATIONAL FUND FINANCIAL HIGHLIGHTS		21
HI FUND FINANCIAL HIGHLIGHTS		23
MS FUND FINANCIAL HIGHLIGHTS		25
WV FUND FINANCIAL HIGHLIGHTS		27
EXPERTS		29
APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION		A-1
APPENDIX B: MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE		B-1
APPENDIX C: OUTSTANDING SHARES AND 5% HOLDERS		C-1

iii

SUMMARY

The following is a summary of certain information contained in or incorporated by reference in this Proxy Statement/Prospectus. This summary is not intended to be a complete statement of all material features of the proposed Reorganization and is qualified in its entirety by reference to the full text of this Proxy Statement/ Prospectus, the Plan and the other documents referred to herein.

Proposed Transaction. The Trustees of the Trusts have approved the Plan, which provides for the transfer of all of the assets of each State Fund to the National Fund in exchange for the issuance of National Fund shares and the assumption of each State Fund’s liabilities by the National Fund at a closing to be held as soon as practicable following approval of the Reorganization by shareholders of each State Fund at the joint Special Meeting, or any adjournments or postponements thereof, and the satisfaction of all the other conditions to the Reorganization (the “Closing”). The Plan is attached hereto as Appendix A. The value of each shareholder’s account with the corresponding class of the National Fund immediately after the Reorganization will be the same as the value of such shareholder’s account with his or her State Fun d immediately prior to the Reorganization. Following the transfer, National Fund shares will be distributed to shareholders of the State Funds and the State Funds will be terminated. As a result of the Reorganization, each shareholder of the State Funds will receive full and fractional National Fund shares equal in value at the close of regular trading on the New York Stock Exchange on the Closing date to the value of such shareholder’s shares of his or her State Fund. At or prior to the Closing, each State Fund shall declare a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of its investment company taxable income, its net tax-exempt interest income, and all of its net capital gains, if any, realized for the taxable year ending at the Closing. The Trustees, including the Trustees who are not “interested persons” of the Trusts as defined in the Investment Company Act of 1940, as amended (the “1940 Act 48;), have determined that the interests of existing shareholders of each Fund will not be diluted as a result of the transaction contemplated by the Reorganization and that the Reorganization is in the best interests of shareholders of each State Fund and the National Fund.

Background for the Proposed Transaction. The Boards of Trustees of the Trusts considered a number of factors, including the proposed terms of the Reorganization. The Trustees considered that, among other things, combining the Funds would produce additional economies of scale and reduce the expense ratio for each State Fund’s shareholders, the Reorganization would be tax-free for federal income tax purposes, and State Fund shareholders are expected to receive higher yields and distribution rates as shareholders of the National Fund. Moreover, the Trustees considered that shareholders of each Fund would benefit from a larger fund with increased investment opportunities and flexibility by consolidating four funds that have substantially similar investment objectives and policies and that invest in similar securities.

The Boards of Trustees of the Trusts believe that the proposed Reorganization is in the best interests of shareholders of each Fund and has recommended that each State Fund’s shareholders vote for the Reorganization. The reorganization of each of HI Fund, MS Fund and WV Fund into National Fund is a separate and independent transaction. Approval of the Reorganization by shareholders of any other State Fund is not required for either of HI Fund, MS Fund or WV Fund to consummate the Reorganization.

Objectives, Restrictions and Policies. The State Funds and National Fund have substantially similar investment objectives and policies, with the exception of policies to avoid particular state income taxes. In addition, there are no material differences between the Funds’ fundamental and non-fundamental investment restrictions. While the National Fund is a diversified fund and has an investment restriction to that effect, the State Funds are registered as non-diversified funds.

Fund Fees, Expenses and Services. National Fund (total net assets of approximately $5.1 billion as of March 31, 2009) is significantly larger than each State Fund (HI Fund, MS Fund and WV Funds net assets of approximately $16.5 million, $14.8 million and $26.6 million, respectively, as of March 31, 2009). As described below, National Fund has a lower total expense ratio than each State Fund. As the result of the

Reorganization, the State Funds’ shareholders are expected to benefit from the National Fund’s lower expense ratio.

National Fund offers classes of shares that correspond with the outstanding classes of shares of the State Funds. As a result of the Reorganization, shareholders of each class of shares of each respective State Fund would receive shares of the corresponding class of the National Fund. The privileges and services associated with the classes of National Fund are identical to their corresponding classes of each respective State Fund.

Distribution Arrangements. National Fund offers classes of shares that correspond with the outstanding classes of shares of each State Fund. Shares of each Fund are sold on a continuous basis by Eaton Vance Distributors, Inc. (“EVD”), the Funds’ principal underwriter. Class A shares of each Fund are sold at net asset value per share plus a sales charge; Class B and Class C shares of each Fund are sold at net asset value subject to a contingent deferred sales charge (“CDSC”). As a result of the Reorganization, shareholders of each class of shares of each State Fund would receive shares of the corresponding class of the National Fund. Although the Funds have differing distribution and service fees, as described below, the sales charges, privileges and services associated with the classes of National Fund are identical to the ir corresponding classes of each State Fund. National Fund also offers Class I shares, which will not be involved in the Reorganization.

Redemption Procedures and Exchange Privileges. The State Funds and the National Fund offer the same redemption features pursuant to which proceeds of a redemption are remitted by wire or check after receipt of proper documents including signature guarantees. The respective classes of each Fund have the same exchange privileges.

Tax Consequences. The State Funds expect to obtain an opinion of counsel that the Reorganization will be tax-free for federal income tax purposes. As such, the State Funds shareholders will not recognize a taxable gain or loss on the receipt of shares of the National Fund in liquidation of their interest in each respective State Fund. Their tax basis in National Fund shares received in the Reorganization will be the same as their tax basis in their respective State Fund shares, and the tax holding period will be the same. Furthermore, it is not anticipated that the Reorganization will preclude utilization of any of the capital loss carryovers of any Fund.

FUND EXPENSES

Expenses shown are those for the year ended March 31, 2009 and on a pro forma basis giving effect to the Reorganization as of such date. For each State Fund, the pro forma expenses giving effect to only that one State Fund reorganizing into National Fund would be the same as the pro forma expenses stated below giving effect to all State Funds collectively reorganizing into National Fund.


Fund Fees and Expenses
Shareholder Fees
(fees paid directly from your investment)	Class A	Class B	Class C
Maximum Sales Charge (Load) (as a percentage of offering price)	4.75%	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of
net asset value at time of purchase or redemption)	None	5.00%	1.00%
Maximum Sales Charge (Load) Imposed on Reinvested Distributions	None	None	None

Annual Fund Operating Expenses


													Total Annual Fund
									Other Expenses		Total Annual Fund		Operating
			Distribution		Other Expenses				(excluding		Operating Expenses		Expenses
	Management		and Service		(including Interest		Interest		Interest		(including Interest		(excluding Interest
	Fees		(12b-1) Fees		Expense)*		Expense		Expense)		Expense		Expense
HI Fund
Class A	0.15	%	0.20	%	0.72	%	0.14	%	0.58	%	1.07	%	0.93	%
Class B	0.15	%	0.95	%	0.72	%	0.14	%	0.58	%	1.82	%	1.68	%
Class C	0.15	%	0.95	%	0.72	%	0.14	%	0.58	%	1.82	%	1.68	%

MS Fund
Class A	0.16	%	0.20	%	0.69	%	0.05	%	0.64	%	1.05	%	1.00	%
Class B	0.16	%	0.95	%	0.69	%	0.05	%	0.64	%	1.80	%	1.75	%
Class C	0.16	%	0.95	%	0.69	%	0.05	%	0.64	%	1.80	%	1.75	%

WV Fund
Class A	0.21	%	0.20	%	0.48	%	0.07	%	0.41	%	0.89	%	0.82	%
Class B	0.21	%	0.95	%	0.48	%	0.07	%	0.41	%	1.64	%	1.57	%
Class C	0.21	%	0.95	%	0.48	%	0.07	%	0.41	%	1.64	%	1.57	%

National Fund
Class A	0.35	%	0.25	%	0.49	%	0.41	%	0.08	%	1.09	%	0.68	%
Class B	0.35	%	1.00	%	0.49	%	0.41	%	0.08	%	1.84	%	1.43	%
Class C	0.35	%	1.00	%	0.49	%	0.41	%	0.08	%	1.84	%	1.43	%

Pro Forma
Combined Fund
Class A	0.35	%	0.25	%	0.49	%	0.41	%	0.08	%	1.09	%	0.68	%
Class B	0.35	%	1.00	%	0.49	%	0.41	%	0.08	%	1.84	%	1.43	%
Class C	0.35	%	1.00	%	0.49	%	0.41	%	0.08	%	1.84	%	1.43	%

“Other Expenses” includes interest expense relating to the Fund’s liability with respect to floating rate notes held by third parties in conjunction with inverse floater securities transactions by the Fund. The Fund also records offsetting interest income in an amount equal to this expense relating to the municipal obligations underlying such transactions, and as a result net asset value and performance have not been affected by this expense. Had this expense not been included, total “Other Expenses” would have been in the amounts described in the table above as “Other Expenses (excluding Interest Expense)”.

Example. This Example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same as stated in the Fund Fees and Expenses tables above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


		1 Year		3 Years		5 Years		10 Years
HI Fund
Class A	$	579	$	799	$	1,037	$	1,719
Class B*	$	685	$	973	$	1,185	$	1,940
Class C	$	285	$	573	$	985	$	2,137

MS Fund
Class A	$	577	$	793	$	1,027	$	1,697
Class B*	$	683	$	966	$	1,175	$	1,919
Class C	$	283	$	566	$	975	$	2,116


		1 Year		3 Years		5 Years		10 Years
WV Fund
Class A	$	562	$	745	$	945	$	1,519
Class B*	$	667	$	917	$	1,092	$	1,743
Class C	$	267	$	517	$	892	$	1,944

National Fund
Class A	$	581	$	805	$	1,047	$	1,741
Class B*	$	687	$	979	$	1,195	$	1,962
Class C	$	287	$	579	$	995	$	2,159

Pro Forma Combined Fund
Class A	$	581	$	805	$	1,047	$	1,741
Class B*	$	687	$	979	$	1,195	$	1,962
Class C	$	287	$	579	$	995	$	2,159

You would pay the following expenses if you did not redeem your shares:

		1 Year		3 Years		5 Years		10 Years
HI Fund
Class A	$	579	$	799	$	1,037	$	1,719
Class B*	$	185	$	573	$	985	$	1,940
Class C	$	185	$	573	$	985	$	2,137

MS Fund
Class A	$	577	$	793	$	1,027	$	1,697
Class B*	$	183	$	566	$	975	$	1,919
Class C	$	183	$	566	$	975	$	2,116

WV Fund
Class A	$	562	$	745	$	945	$	1,519
Class B*	$	167	$	517	$	892	$	1,743
Class C	$	167	$	517	$	892	$	1,944

National Fund
Class A	$	581	$	805	$	1,047	$	1,741
Class B*	$	187	$	579	$	995	$	1,962
Class C	$	187	$	579	$	995	$	2,159

Pro Forma Combined Fund
Class A	$	581	$	805	$	1,047	$	1,741
Class B*	$	187	$	579	$	995	$	1,962
Class C	$	187	$	579	$	995	$	2,159

*	Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years.

REASONS FOR THE REORGANIZATION

The Reorganization has been considered by the Board of Trustees of the Trust. In reaching the decision to recommend that the shareholders of the State Funds vote to approve the Reorganization, the Trustees, including the Trustees who are not interested persons of the Trust, concluded that the Reorganization would be in the best interests of each Fund’s shareholders and that the interests of existing shareholders would not be diluted as a consequence thereof. In making this determination, the Trustees considered a number of factors, including the following:

Objectives, Restrictions and Policies. The State Funds and National Fund have substantially similar investment objectives and policies. One distinction in their investment policies is that the State Funds are required to invest at least 75% of their assets in investment grade obligations, while National Fund is required to invest at least 65% of its assets in investment grade obligations. Currently, however, National Fund has over 90% of its net assets invested in investment grade obligations. Investment grade obligations are those rated at least BBB by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”) or Baa by Moody’s Investors Service, Inc. (“Moody’s”). While the Funds have identical policies with respect to the maturity of the obligations they will acquire, the National Fund historically has had longer average durations and longer average maturities than the State Funds. Also, because of its much larger size than each of the State Funds, the National Fund has had more opportunities to invest in tender option bond investments than the State Funds. For these reasons, the Natio nal Fund may have a slightly higher risk profile than the State Funds.

The National Fund is broadly diversified with minimal concentration risk. In contrast, each State Fund’s portfolio is highly concentrated in obligations issued by issuers in its respective state. The Reorganization would substantially reduce each State Fund’s shareholders’ exposure to issuers in that state. The Funds’ fundamental and non-fundamental investment restrictions are substantially the same, although some are worded differently. As a fundamental investment restriction, National Fund is a diversified fund, while the State Funds are registered as non-diversified funds.

Effect on Fund Fees, Expenses and Services. National Fund is significantly larger than each State Fund and has a lower total expense ratio than each State Fund. As of March 31, 2009, the fees and expenses of Class A shares of each State Fund and the National Fund, and the pro forma fees and expenses assuming the State Funds merged into the National Fund on that date, are as follows:


	HI Fund	MS Fund	WV Fund	National Fund	Pro Forma⁽¹⁾
Advisory Fee	0.15%	0.15%	0.15%	0.37%	0.37%
12b-1 Fee	0.20% ⁽²⁾	0.20% ⁽²⁾	0.20% ⁽²⁾	0.25%	0.25%
Total Expenses⁽⁴⁾	0.96%	0.95%	0.80%	0.70%	0.70% ⁽³⁾

⁽¹⁾	The pro forma results of the merger are the same assuming any one State Fund merges into the National Fund or if all three State Funds merge into the National Fund.
⁽²⁾	The State Funds are authorized under their distribution plans to pay service fees up to 0.25% annually.
⁽³⁾	On a pro forma basis, National Fund’s total expense ratio decreases slightly (less than 0.01%).
⁽⁴⁾	Excluding interest expense relating to inverse floater investments. Expense ratios are based on current fee and expense run rates as of March 31, 2009. The 12b-1 fees and total expenses of Class B and Class C shares are 0.75% higher for each Fund.

On a pro forma basis assuming the consummation of the Reorganization on March 31, 2009, the total fund expenses payable by former HI Fund, MS Fund and WV Fund shareholders would be 0.26%, 0.25% and 0.10% lower, respectively, after the Reorganization. National Fund’s total expenses following the Reorganization would be slightly reduced by a de minimus amount.

Tax Consequences. The State Funds will seek to obtain an opinion of counsel that the Reorganization will be tax-free for federal income tax purposes. As such, the State Funds’ shareholders will not recognize a taxable gain or loss on the receipt of shares of the National Fund in liquidation of their interest in each State Fund. Their tax basis in National Fund shares received in the Reorganization will be the same as their tax basis in their respective State Fund shares, and the tax holding period will be the same.
National Fund’s tax basis for the assets received in the Reorganization will be the same as the respective State Fund’s basis immediately before the Reorganization, and National Fund’s tax holding period for those assets will include each such State Fund’s holding period. Furthermore, it is not anticipated that the Reorganization will preclude utilization of any of the capital loss carryovers of any Fund. Shareholders should consult their tax advisers regarding the effect, if any, of the Reorganization in light of their individual circumstances. For more information, see “ Information About the Reorganization – Federal Income Tax Consequences.”

Relative Performance. The National Fund outperformed each State Fund (except MS Fund) on a total return basis for the ten-year period ended March 31, 2009, while the State Funds outperformed National Fund for the one-year, three-year and five-year periods then ended. The underperformance of the National Fund is attributable to its relatively longer duration and historic anomalies that occurred in the credit markets in late 2008. As of March 31, 2009, the yields and distribution rate of the National Fund is markedly higher than each of the State Funds:


	HI Fund	MS Fund	WV Fund	National Fund
30-day yield	3.87%	4.11%	4.72%	6.29%
Tax-equivalent yield*	6.49%	6.65%	7.76%	9.68%
Distribution rate	4.45%	4.79%	4.78%	6.45%

*	Tax-equivalent yield is adjusted for both state and federal income taxes in the case of the State Funds. National Fund tax-equivalent yields are adjusted for federal income tax only.

Economies of Scale and Other Potential Benefits. After the Reorganization, the combined fund will offer economies of scale that may lead to lower per share expenses for shareholders. Such economies may be realized with respect to printing fees, costs for legal, auditing, custodial and administrative services, and miscellaneous fees. In addition, the greater asset size of the combined fund may allow it, relative to the State Funds, to obtain better net prices on securities trades and achieve greater diversification of portfolio holdings.
No Dilution. After the Reorganization, each former shareholder of the State Funds will own shares of National Fund equal to the aggregate value of his or her State Fund shares immediately prior to the Reorganization. Because shares of National Fund will be issued at the per share net asset value of the Fund in exchange for the assets of each State Fund, that, net of the liabilities of the State Fund assumed by National Fund, will equal the aggregate value of those shares, the net asset value per share of National Fund will be unchanged. Thus, the Reorganization will not result in any dilution to shareholders.
Terms of the Plan. The Trustees considered the terms and conditions of the Plan and the costs associated with the Reorganization, the first $50,000 thereof to be borne by the Funds’ investment adviser, Boston Management and Research (“BMR”), or an affiliate thereof, and the remaining costs thereof to be borne by the State Funds.
Impact on Eaton Vance Management (“EVM” or “Eaton Vance”). EVM and its affiliates, including BMR and EVD, will continue to collect advisory and distribution and service fees on State Fund assets acquired by National Fund pursuant to the Reorganization. In the case of advisory fees, EVM would collect fees on the State Funds’ assets at the incremental advisory fee rate (0.30%, annually) applicable to the National Fund assuming the Reorganization occurred on March 31, 2009. At current asset levels, the Reorganization would result in approximately $76,800 in increased fee revenue annually to EVM. With respect to the service fees that are payable by Class A, Class B and Class C shares of each State Fund, EVD will receive a 0.05% higher fee on these State Fund assets after the Reorganization. However, with respect to assets that are over one year old, such fee will be paid to financial intermediaries and will not be retained by EVD.

The Boards of Trustees of the Trusts believe that the proposed Reorganization is in the best interest of shareholders of each Fund and recommend that each State Fund’s shareholders vote for the Reorganization.

INFORMATION ABOUT THE REORGANIZATION

At a meeting held on April 27, 2009, the Boards of Trustees of the Trusts approved the Plan in the form set forth as Appendix A to this Proxy Statement/Prospectus. The summary of the Plan is not intended to be a complete statement of all material features of the Plan and is qualified in its entirety by reference to the full text of the Plan attached hereto as Appendix A.

Agreement and Plan of Reorganization. The Plan provides that, at the Closing, the Trusts shall transfer all of the assets of the State Funds and assign all liabilities to National Fund, and National Fund shall acquire such assets and shall assume such liabilities upon delivery by National Fund to the State Funds on the Closing date of Class A, Class B and Class C National Fund shares (including, if applicable, fractional shares). The value of Class A, Class B and Class C shares issued to the respective State Funds by National Fund will be the same as the value of Class A, Class B and Class C shares that the State Funds have outstanding on the Closing date. The National Fund shares received by the State Funds will be distributed to the respective State Fund shareholders, and each State Fund shareholder will receive shares of the corresponding class of National Fund equal in value to those of the respective State Fund held by such shareholder.

National Fund will assume all liabilities, expenses, costs, charges and reserves of the State Funds on the Closing date. At or prior to the Closing, each State Fund shall declare a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the State Fund’s shareholders all of the State Fund’s investment company taxable income, net tax-exempt interest income, and net capital gain, if any, realized (after reduction for any available capital loss carry-forwards) in all taxable years ending at or prior to the Closing.

At, or as soon as practicable after the Closing, each State Fund shall liquidate and distribute pro rata to its shareholders of record as of the close of trading on the New York Stock Exchange on the Closing date the full and fractional National Fund Class A, Class B and Class C shares equal in value to the State Fund shares exchanged. Such liquidation and distribution will be accomplished by the establishment of shareholder accounts on the share records of National Fund in the name of each shareholder of the State Funds, representing the respective pro rata number of full and fractional National Fund Class A, Class B and Class C shares due such shareholder. All of National Fund’s future distributions attributable to the shares issued in the Reorganization will be paid to shareholders in cash or invested in additional shares of National Fund at the price in effect as described in the National Fund’s prospectus on the respective payment dates in accordance with instructions previously given by the shareholder to the Funds’ transfer agent.

The consummation of the Plan is subject to the conditions set forth therein. Notwithstanding approval by shareholders of the State Funds, the Plan may be terminated at any time prior to the consummation of the Reorganization without liability on the part of either party or its respective officers, trustees or shareholders, by either party on written notice to the other party if certain specified representations and warranties or conditions have not been performed or do not exist on or before December 31, 2009. The Plan may be amended by written agreement of its parties without approval of shareholders and a party may waive without shareholder approval any default by the other or any failure to satisfy any of the conditions to its obligations; provided, however, that following the joint Special Meeting, no such amendment or waiver may have the effect of changing the provision for determining the number of National Fund shares to be issued to the State Funds’ shareholders to the detriment of such shareholders without their further approval.

Costs of the Reorganization. The State Funds will collectively bear the costs of the Reorganization, including legal, printing, mailing and solicitation costs, provided that the Funds’ investment adviser, or an affiliate thereof, has agreed to bear the first $50,000 of total Reorganization costs. The costs of the Reorganization are estimated at approximately $55,000 per State Fund.

Description of National Fund Shares. Full and fractional Class A, Class B and Class C shares of National Fund will be distributed to the State Funds’ shareholders in accordance with the procedures under the Plan as described above. Each National Fund share will be fully paid, non-assessable when issued and transferable without restrictions and will have no preemptive or cumulative voting rights and have only such conversion or exchange rights as the Board of Trustees of the Trust may grant in its discretion.

Federal Income Tax Consequences. It is expected that the Reorganization will qualify as a tax-free transaction under Section 368(a) of the Internal Revenue Code, which is expected to be confirmed by the legal opinion of K&L Gates LLP at the Closing. Accordingly, shareholders of each State Fund will not recognize any capital gain or loss and the State Funds’ assets and capital loss carry-forwards should be transferred to National Fund without recognition of gain or loss.

It is possible, however, that the Reorganization may fail to satisfy all of the requirements necessary for tax-free treatment, in which event the transaction will nevertheless proceed on a taxable basis. In this event, the Reorganization will result in the recognition of gain or loss to the State Funds’ shareholders depending upon their tax basis (generally, the original purchase price) for their State Fund shares, which includes the amounts paid for shares issued in reinvested distributions, and the net asset value of shares of National Fund received in the Reorganization. Shareholders of the State Funds would, in the event of a taxable transaction, receive a new tax basis in the shares they receive of National Fund (equal to their initial value) for calculation of gain or loss upon their ultimate disposition and would start a new holding period for such shares.

Shareholders should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, shareholders should also consult their tax advisers as to state and local tax consequences, if any.

Capitalization. The following table (which is unaudited) sets forth the capitalization of each State Fund and National Fund (excluding Class I shares) as of May 31, 2009, and on a pro forma basis as of that date giving effect to the proposed acquisition of assets of each Fund at net asset value.


	Net Assets	Net Asset Value per Share	Shares Outstanding
HI Fund

Class A	$14,533,051	$ 8.35	1,743,683
Adjustments*	-34,474	$ -0.02
Class B	2,518,249	$ 8.45	297,984
Adjustments*	-5,965	$ -0.02
Class C	234,179	$ 8.46	27,695
Adjustments*	-555	$ -0.02
Total	$17,305,479		2,069,362
Adjustments*	-40,994
Total	$17,264,485

MS Fund

Class A	$13,150,061	$ 8.71	1,509,447
Adjustments*	-36,511	$ -0.02
Class B	1,773,269	$ 8.91	198,959
Adjustments*	-4,924	$ -0.02
Class C	414,589	$ 8.92	46,476
Adjustments*	-1,151	$ -0.02
Total	$15,337,920		1,754,882
Adjustments*	-42,586
Total	$15,295,334


	Net Assets	Net Asset Value per Share	Shares Outstanding
WV Fund

Class A	$24,654,540	$ 8.45	2,917,386
Adjustments*	-26,589	$ -0.01
Class B	4,009,315	$ 8.62	465,043
Adjustments*	-4,324	$ -0.01
Class C	470,025	$ 8.64	54,418
Adjustments*	-507	$ -0.01
Total	$29,133,879		3,436,847
Adjustments*	-31,420
Total	$29,102,459

National Fund

Class A	$4,200,316,697	$ 8.93	470,348,687
Class B	153,191,135	$ 8.93	17,145,796
Class C	1,173,152,586	$ 8.93	131,302,165
Total	$5,526,660,418		618,796,648

Pro Forma Combined After Reorganization

Class A	$4,252,576,775	$ 8.93	476,211,806
Class B	161,476,755	$ 8.93	18,075,340
Class C	1,174,269,166	$ 8.93	131,427,450
Total	$5,588,322,696		625,714,596

*	The State Funds will bear the expenses of the Reorganization including those as described in “How Will Proxies be Solicited and Tabulated?” below.

Performance Information. The following bar charts and tables provide information about HI Fund, MS Fund, WV Fund and National Fund’s performance for each of the past ten calendar years through December 31, 2008. The returns in the bar charts are for Class B shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The tables contain returns for Class A, Class B and Class C shares and a comparison to the performance of two national indices of municipal bonds. Returns in the tables for Class B shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.

During the ten years ended December 31, 2008, the highest quarterly total return for Class B was 5.72% for the quarter ended December 31, 2002, and the lowest quarterly return was -9.87% for the quarter ended December 31, 2008. The HI Fund’s year-to-date total return before taxes through the end of the most recent calendar quarter (December 31, 2008 to June 30, 2009) for Class A, Class B and Class C shares was _____%, ____% and ____%, respectively. For the 30 days ended June 30, 2009, the SEC yield and SEC tax-equivalent yield (assuming a combined state and federal income tax rate of [40.36]%) for Class A shares were ____% and ____%, respectively, for Class B shares were ____% and ____%, respectively, and for Class C shares were ____% and ____%, respectively. A lower tax rate would result in lower tax-

equivalent yields. For current information call 1-800-262-1122 Monday through Friday 8:00 a.m. to 7:00 p.m. Eastern time.

MS Fund

During the ten years ended December 31, 2008, the highest quarterly total return for Class B was 3.85% for the quarter ended September 30, 2002, and the lowest quarterly return was -8.35% for the quarter ended December 31, 2008. The MS Fund’s year-to-date total return before taxes through the end of the most recent calendar quarter (December 31, 2008 to June 30, 2009) for Class A, Class B and Class C shares was _____%, ____% and ____%, respectively. For the 30 days ended June 30, 2009, the SEC yield and SEC tax-equivalent yield (assuming a combined state and federal income tax rate of [38.25]%) for Class A shares were ____% and ____%, respectively, for Class B shares were ____% and ____%, respectively, and for Class C shares were ____% and ____%, respectively. A lower tax rate would result in lower tax-equivalent yields. For current information call 1-800-262-1122 Monday through Friday 8:00 a.m. to 7:00 p.m. Eastern time.

During the ten years ended December 31, 2008, the highest quarterly total return for Class B was 5.44% for the quarter ended December 31, 2000, and the lowest quarterly return was -12.29% for the quarter ended December 31, 2008. The WV Fund’s year-to-date total return before taxes through the end of the most recent calendar quarter (December 31, 2008 to June 30, 2009) for Class A, Class B and Class C shares was _____%, ____% and ____%, respectively. For the 30 days ended June 30, 2009, the SEC yield and SEC tax-equivalent yield (assuming a combined state and federal income tax rate of [39.23]%) for Class A shares were ____% and ____%, respectively, for Class B shares were ____% and ____%, respectively, and for Class C shares were ____% and ____%, respectively. A lower tax rate would result in lower tax-equivalent yields. For current information call 1-800-262-1122 Monday through Friday 8:00 a.m. to 7:00 p.m. Eastern time.

During the ten years ended December 31, 2008, the highest quarterly total return for Class B was 7.41% for the quarter ended September 30, 2002, and the lowest quarterly return was -18.97% for the quarter ended December 31, 2008. The National Fund’s year-to-date total return before taxes through the end of the most recent calendar quarter (December 31, 2008 to June 30, 2009) for Class A, Class B and Class C shares was _____%, ____% and ____%, respectively. For the 30 days ended June 30, 2009, the SEC yield and SEC tax-equivalent yield (assuming a federal income tax rate of 35.00%) for Class A shares were ____% and ____%, respectively, for Class B shares were ____% and ____%, respectively, and for Class C shares were ____% and ____%, respectively. A lower tax rate would result in lower tax-

equivalent yields. For current information call 1-800-262-1122 Monday through Friday 8:00 a.m. to 7:00 p.m. Eastern time.


HI Fund Average Annual Total Return	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-21.34%	-2.52%	1.13%
Class B Return Before Taxes	-21.99%	-2.58%	0.88%
Class B Return After Taxes on Distributions	-22.00%	-2.61%	0.85%
Class B Return After Taxes on Distributions and the Sale of Class B	-13.10%	-1.58%	1.34%
Shares
Class C Return Before Taxes*	-18.74%	-2.26%	0.88%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	-2.47%	2.71%	4.26%
Barclays Capital Long (22+) Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	-14.68%	0.82%	3.35%

*	The Class C performance prior to the inception of HI Fund Class C shares on October 1, 2007 is the performance of Class B shares adjusted for the sales charge that applies to Class C shares (but not adjusted for any other differences in the expenses of the two classes).


MS Fund Average Annual Total Return	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-17.36%	-1.22%	1.76%
Class B Return Before Taxes	-18.10%	-1.30%	1.50%
Class B Return After Taxes on Distributions	-18.12%	-1.31%	1.49%
Class B Return After Taxes on Distributions and the Sale of Class B	-10.54%	-0.49%	1.89%
Shares
Class C Return Before Taxes*	-14.68%	-0.95%	1.51%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	-2.47%	2.71%	4.26%
Barclays Capital Long (22+) Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	-14.68%	0.82%	3.35%

*	The Class C performance prior to the inception of MS Fund Class C shares on December 4, 2007 is the performance of Class B shares adjusted for the sales charge that applies to Class C shares (but not adjusted for any other differences in the expenses of the two classes).


WV Fund Average Annual Total Return	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-25.11%	-3.32%	0.72%
Class B Return Before Taxes	-25.65%	-3.39%	0.47%
Class B Return After Taxes on Distributions	-25.66%	-3.40%	0.46%
Class B Return After Taxes on Distributions and the Sale of Class B	-15.45%	-2.20%	1.04%
Shares
Class C Return Before Taxes*	-22.54%	-3.05%	0.48%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	-2.47%	2.71%	4.26%
Barclays Capital Long (22+) Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	-14.68%	0.82%	3.35%

*	The Class C performance prior to the inception of WV Fund Class C shares on December 4, 2007 is the performance of Class B shares adjusted for the sales charge that applies to Class C shares (but not adjusted for any other differences in the expenses of the two classes).


National Fund Average Annual Total Return	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-34.32%	-4.18%	0.44%
Class B Return Before Taxes	-34.88%	-4.24%	0.34%
Class B Return After Taxes on Distributions	-34.89%	-4.24%	0.33%
Class B Return After Taxes on Distributions and the Sale of Class B	-21.20%	-2.67%	1.15%
Shares
Class C Return Before Taxes	-32.28%	-3.95%	0.16%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	-2.47%	2.71%	4.26%
Barclays Capital Long (22+) Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	-14.68%	0.82%	3.35%

The average annual total returns in the tables above reflect the maximum sales charge for Class A (4.75%) and any applicable CDSC for Class B and Class C. Barclays Capital Municipal Bond Index (formerly, Lehman Brothers Municipal Bond Index) is an unmanaged index of municipal bonds. Barclays Capital Long (22+) Municipal Bond Index (formerly, Lehman Brothers Municipal Bond Long 22+ Index) is the long bond component of the Barclays Capital Municipal Bond Index. Investors cannot invest directly in an Index. (Source for Barclays Capital Municipal Bond Index and Barclays Capital Long (22+) Municipal Bond Index is Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Funds’ past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Funds’ current performance may be lower or higher than the quoted return. For the Funds’ performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other classes of shares will vary from the after-tax returns presented for Class B shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

Management’s Discussion of Fund Performance. The total returns of National Fund and the factors that materially affected its performance during the most recent fiscal year and semiannual period are contained in its Annual Report dated September 30, 2008 and Semiannual Report dated March 31, 2009, both of which are incorporated by reference into this Proxy Statement/Prospectus and relevant portions of which are attached hereto as Appendix B.

The performance of HI Fund is described under the caption “Performance Information and Portfolio Composition” in the Annual Report of HI Fund for the year ended January 31, 2009 which was previously mailed to HI Fund shareholders and is incorporated by reference into this Proxy Statement/Prospectus. The performance of MS Fund and WV Fund are described under the same caption as the HI Fund in the Annual Report of MS Fund and WV Fund for the year ended September 30, 2008 and Semiannual Report dated March 31, 2009, both of which were previously mailed to MS Fund and WV Fund shareholders and are incorporated by reference into this Proxy Statement/Prospectus.

HOW DO THE BUSINESS, INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND POLICIES OF THE STATE FUNDS COMPARE TO THAT OF THE NATIONAL FUND?

Below is a summary comparing the business, investment objectives, principal investment strategies and policies of the State Funds and the National Fund. Each Fund’s current prospectus contains a detailed discussion of each Fund’s respective investment strategies and other investment policies.

The National Fund is a diversified fund and has an investment restriction to that effect. The State Funds are registered as non-diversified funds.


	HI Fund	MS Fund	WV Fund	National Fund

Business	A non-diversified series of	A non-diversified series	Same as MS Fund	A diversified series of
	Eaton Vance Municipals	of Eaton Vance		Eaton Vance
	Trust II.	Municipals Trust.		Municipals Trust.
Investment	Seeks to provide current	Seeks to provide current	Seeks to provide current	Seeks to provide
Objective	income exempt from	income exempt from	income exempt from	current income exempt
	regular federal income	regular federal income	regular federal income tax	from regular federal
	tax and Hawaii state	tax and Mississippi state	and West Virginia state	income tax.
	individual income taxes.	personal income taxes.	personal income taxes.
80% Investment	Under normal market	Under normal market	Under normal market	Under normal market
Policy	conditions, invests at	conditions, invests at	conditions, invests at least	conditions, invests at
	least 80% of its net	least 80% of its net	80% of its net assets in	least 80% of its net
	assets in municipal	assets in municipal	municipal obligations, the	assets in municipal
	obligations, the interest	obligations, the interest	interest on which is	obligations, the interest
	on which is exempt from	on which is exempt from	exempt from regular	on which is exempt
	regular federal income	regular federal income	federal income tax and	from regular federal
	tax and from Hawaii	tax and from Mississippi	from West Virginia state or	income tax.
	state or local income or	state or local income or	local income or other
	other taxes.	other taxes.	taxes.
Investment	Primarily invests in	Same	Same	Same
Policies	investment grade
	municipal obligations
	(those rated BBB or Baa
	or higher), but may also
	invest in lower rated
	obligations. The Fund
	normally invests in
	municipal obligations
	with maturities of ten
	years or more.
Investment	At least 75% of net	Same as HI Fund	Same as HI Fund	At least 65% of net
Grade Securities	assets will normally be			assets will normally be
	invested in municipal			invested in municipal
	obligations rated at least			obligations rated at
	investment grade at the			least investment grade
	time of investment.			at the time of
				investment.


	HI Fund	MS Fund	WV Fund	National Fund

Concentration	May invest 25% or more	Same	Same	Same
	of its total assets in
	municipal obligations in
	the same sector (such as
	leases, housing finance,
	public housing,
	municipal utilities,
	hospital and health
	facilities or industrial
	development). This may
	make the Fund more
	susceptible to adverse
	economic, political or
	regulatory occurrences
	or adverse court
	decisions affecting a
	particular sector.
Borrowing	May borrow up to one-	Same	Same	Same
	third of its total assets
	(including borrowings), but
	it will not borrow more
	than 5% of the value of its
	total assets except to
	satisfy redemption
	requests or for other
	temporary purposes.
Derivative	May purchase derivative	Same	Same	Same
Instruments	instruments, which derive
	their value from another
	instrument, security or
	index, including the
	inverse floaters described
	below. May also purchase
	and sell various kinds of
	financial futures contracts
	and options thereon to
	hedge against changes in
	interest rates or as a
	substitute for the purchase
	of portfolio securities. May
	also enter into interest rate
	swaps, forward rate
	contracts and credit
	derivatives, which may
	include credit default
	swaps, total return swaps
	or credit options, as well
	as purchase an instrument
	that has greater or lesser


	HI Fund	MS Fund	WV Fund	National Fund
Derivative	credit risk than the
Instruments	municipal bonds
(cont.)	underlying the instrument.
Tender option	The Fund may invest in	Same	Same	Same
bonds	residual interests of a trust
(“TOBs”)	(the “trust”) that holds
	municipal securities
	(“tender option bonds”).
	The trust will also issue
	floating rate notes
	(“Floating Rate Notes”) to
	third parties that may be
	senior to the Fund’s
	residual interest. The
	Fund receives interest
	payments on TOBs that
	bear an inverse
	relationship to the interest
	rate paid on the Floating
	Rate Notes (“inverse
	floaters”). Typically, the
	Fund will sell a municipal
	bond to the trust to create
	the TOB. TOBs may also
	be purchased in secondary
	market transactions. The
	Fund may use TOBs to
	create investment
	leverage. As a result of
	Financial Accounting
	Standards Statement No.
	140 (“FAS 140”), interest
	paid by the trust to the
	Floating Rate Note holders
	may be reflected as
	income in the Fund’s
	financial statements with
	an offsetting expense for
	the interest paid by the
	trust to the Floating Rate
	Note holders. The Fund
	will hold the TOB residuals
	and may use the proceeds
	of the sale of TOB floaters
	for investment purposes.
	The TOB floaters are
	subject to a liquidity
	backstop financing facility
	provided by a major
	financial institution.


	HI Fund	MS Fund	WV Fund	National Fund

Illiquid	May not own illiquid	Same	Same	Same
Securities	securities if more than
	15% of its net assets
	would be invested in
	securities that are not
	readily marketable.
Investment	Boston Management	Same	Same	Same
Adviser	and Research
	(“BMR”), a subsidiary
	of Eaton Vance, with
	offices at Two
	International Place,
	Boston, MA 02110,
	is the Fund’s
	investment adviser.
Administrator	Eaton Vance	Same	Same	Same
Portfolio	Robert B. MacIntosh	Craig R. Brandon	Adam A. Weigold	Thomas M. Metzold
Managers	Vice President, Eaton	Vice President, Eaton	Vice President, Eaton	Vice President, Eaton
	Vance and BMR	Vance and BMR	Vance and BMR	Vance and BMR
	Portfolio manager since	Portfolio manager since	Portfolio manager since	Portfolio manager
	inception	September 13, 2004	October 1, 2007	since December 17,
				1993

Distributor	Eaton Vance Distributors,	Same	Same	Same
	Inc.

PRINCIPAL RISK FACTORS

Generally. As discussed above, the Funds have substantially similar investment objectives and policies and, as such, are subject to substantially similar types of risks. See “Investment Objective & Principal Policies and Risks” in the National Fund Prospectus for a description of the principal risks of investing in the Funds.

Principal Differences between the State Funds and National Funds. Although each State Fund and the National Fund have identical policies with respect to the maturity of the obligations they will acquire, the National Fund historically has had a longer average duration and longer average maturity than the State Funds. Also, because of its much larger size than each of the State Funds, the National Fund has had more opportunities to invest in TOBs than the State Funds. For these reasons, the National Fund may have a higher risk profile than the State Funds.

The duration of a municipal obligation measures the sensitivity of its price to interest rate movements, and obligations with longer maturities are more sensitive to changes in interest rates than short-term obligations. A fund with a longer average duration and maturity may carry more risk and have higher price volatility than a fund with lower average duration and maturity. TOBs involve leverage risk and will involve greater risk than an investment in a fixed rate bond. Because changes in the interest rate paid to the Floating Rate Note holders inversely affects the interest paid on the inverse floater, the value and income of an inverse floater are generally more volatile than that of a fixed rate bond. Inverse floaters have varying degrees of liquidity, and the market for these securities is relatively volatile. These securities tend to underperform the market for fixed rate bonds in a rising long-term interest rate environment , but tend to outperform the market for fixed rate bonds when long-term interest rates decline.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

General. HI Fund is a separate series of Eaton Vance Municipals Trust II, a Massachusetts business trust governed by a Declaration of Trust dated October 24, 1993, as amended from time to time, and by applicable Massachusetts law. MS Fund, WV Fund and National Fund are each a separate series of Eaton Vance Municipals Trust, a Massachusetts business trust governed by an Amended and Restated Declaration of Trust dated January 11, 1993, as amended from time to time, and by applicable Massachusetts law.

Shareholder Liability. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust, including its other series. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the trust and other series of the trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the trust or the trustees. Indemnification out of the trust property for all losses and expenses of any shareholder held personally liable by virtue of his or her status as such for the obligations of the trust is provided for in the Declaration of Trust and By-Laws. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered to be remote because it is limited to circumstances in which the respective disclaimers are inoperative and the series would be unable to meet their respective obligations.

Copies of each Declaration of Trust may be obtained from the respective Trust upon written request at its principal office or from the Secretary of the Commonwealth of Massachusetts.

INFORMATION ABOUT THE FUNDS

Information about National Fund is included in the current National Fund Prospectus, a copy of which is included herewith and incorporated by reference herein. Additional information about National Fund is included in the National Fund SAI, which has been filed with the SEC and is incorporated by reference herein. Information concerning the operation and management of the State Funds is incorporated herein by reference from the State Fund Prospectuses and State Fund SAIs. Copies may be obtained without charge on Eaton Vance’s website at www.eatonvance.com, by writing Eaton Vance Distributors, Inc., Two International Place, Boston, MA 02110 or by calling 1-800-262-1122 Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern time.

You will find and may copy information about each Fund (including the statement of additional information and shareholder reports): at the Securities and Exchange Commission’s public reference room in Washington, DC (call 1-202-942-8090 for information on the operation of the public reference room); on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov); or, upon payment of copying fees, by writing to the SEC’s public reference section, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

The Trusts, on behalf of their respective Funds, are currently subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file proxy material, reports and other information with the SEC. These reports can be inspected and copied at the SEC’s public reference section, 100 F Street NE, Washington, DC 20549-0102, as well as at the following regional offices: New York Regional Office, 3 World Financial Center, Suite 400, New York, NY 10281-1022; and Chicago Regional Office, 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549 at prescribed rates.

Householding: One Proxy Statement/Prospectus may be delivered to multiple shareholders at the same address unless you request otherwise. You may request that we do not household proxy statements and/or obtain additional copies of the Proxy Statement/Prospectus by calling 1-800-262-1122 Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern time or writing to Eaton Vance Management, Attn: Proxy Coordinator – Mutual Fund Operations, Two International Place, Boston, Massachusetts 02110.

VOTING INFORMATION

What is the Vote Required to Approve the Proposal?

The shareholders of HI Fund, MS Fund and WV Fund will vote separately to approve or disapprove of the Reorganization of their Fund into National Fund. Approval of the Reorganization by shareholders of the other State Funds is not required for either of HI Fund, MS Fund or WV Fund to consummate the Reorganization. If one or more of the State Funds does not receive shareholder approval for the Reorganization, the Reorganization will nonetheless be effective for those of the State Funds that do receive shareholder approval for the Reorganization.

The affirmative vote of the holders of a majority of a Fund’s outstanding shares, as defined in the 1940 Act, is required to approve the Plan for that Fund. Such “majority” vote is the vote of the holders of the lesser of (a) 67% or more of the shares of the Fund present or represented by proxy at the Special Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) 50% of the outstanding shares of the Fund. Class A, Class B and Class C shareholders of a Fund will vote together as a single group for that Fund. For each Fund, approval of the Plan by its shareholders is a condition of the consummation of the Reorganization for that Fund.

How Do I Vote in Person?

If you do attend the joint Special Meeting and wish to vote in person, we will provide you with a ballot prior to the vote. However, if your shares are held in the name of your broker, bank or other nominee, you must bring a letter from the nominee indicating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote. Please call the Trust at 1-800-262-1122 Monday through Friday 8:00 a.m. to 6:00 p.m. Eastern time if you plan to attend the joint Special Meeting.

How Do I Vote By Proxy?

Whether you plan to attend the joint Special Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the joint Special Meeting and vote.

If you properly fill in and sign your proxy card and send it to us in time to vote at the joint Special Meeting, your “proxy” (the individual named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares “FOR” the proposal and in accordance with management’s recommendation on other matters.

If you authorize a proxy, you may revoke it at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of your Fund before the joint Special Meeting that you have revoked your proxy; such notice must be in writing and sent to the Secretary of your Fund at the address set forth on the cover page of this Proxy Statement/Prospectus. In addition, although merely attending the joint Special Meeting will not revoke your proxy, if you are present at the joint Special Meeting you may withdraw your proxy and vote in person. Shareholders may also transact any other business not currently contemplated that may properly come before the joint Special Meeting in the discretion of the proxies or their substitutes.

How Will Proxies be Solicited and Tabulated?

The expense of preparing, printing and mailing this Proxy Statement/Prospectus and enclosures and the costs of soliciting proxies on behalf of the State Funds’ Boards of Trustees will be borne by each respective State Fund, with a portion thereof borne by the Funds’ investment adviser. Proxies will be solicited by mail and may be solicited in person or by telephone, facsimile or other electronic means by officers of the State Funds,

by personnel of Eaton Vance, by the State Funds’ transfer agent, PNC Global Investment Servicing, by broker-dealer firms or by a professional solicitation organization. The State Funds has retained The Altman Group to assist in the solicitation of proxies, for which the State Funds will pay an estimated fee of approximately $10,000, including out-of-pocket expenses. The expenses connected with the solicitation of this proxy and with any further proxies which may be solicited by the State Funds’ officers, by Eaton Vance personnel, by the transfer agent, by broker-dealer firms or by The Altman Group, in person, or by telephone, by telegraph, by facsimile or other electronic means will be borne by the State Funds, with a portion thereof borne by the Funds’ investment adviser. A written proxy may be delivered to the State Funds or its transfer agent prior to the meeting by facsimile machine, graphic communication equipme nt or other electronic transmission. The State Funds will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated costs of the Reorganization are approximately $55,000 per Fund.

Shareholders also may choose to give their proxy votes by telephone rather than return their proxy cards. Please see the proxy card for details. The State Funds may arrange for Eaton Vance, its affiliates or agents to contact shareholders who have not returned their proxy cards and offer to have votes recorded by telephone. If the State Funds record votes by telephone, they will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. If the enclosed proxy card is executed and returned, or a telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by the relevant State Fund, by the execution of a later-dated proxy card, by the relevant State Fund’s receipt of a subsequent val id telephonic vote, or by attending the meeting and voting in person.

All proxy cards solicited by the Boards that are properly executed and telephone votes that are properly delivered 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, it will be voted FOR the matters specified on the proxy card. Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power) will be treated as shares that are present at the meeting, but whic h have not been voted. Accordingly, abstentions and broker non-votes will assist the State Funds in obtaining a quorum, but may have the effect of a “No” vote on the proposal.

How is a Quorum Determined and What Happens if There is an Adjournment?

With respect to each State Fund, what constitutes a quorum for purposes of conducting a valid shareholder meeting, such as the joint Special Meeting, is set forth in the respective Trust’s By-Laws. Under the By-Laws of each Trust, the presence, in person or by proxy, of a majority of the outstanding shares of a Fund is necessary to establish a quorum for that Fund.

If a quorum is not present with respect to a Fund at the joint Special Meeting, the persons named as proxies in the enclosed proxy card may propose to adjourn the meeting to permit further solicitation of proxies in favor of the proposal. A meeting, including the joint Special Meeting, may be adjourned one or more times. Each such adjournment requires the affirmative vote of the holders of a majority of the affected Fund’s shares that are present at the meeting, in person or by proxy. The persons named as proxies will vote in favor of or against, or will abstain with respect to, adjournment in the same proportions they are authorized to vote for or against, or to abstain with respect to, the proposal.

THE TRUSTEES OF THE TRUSTS, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND APPROVAL OF THE PLAN OF REORGANIZATION.

DISSENTERS RIGHTS

Neither the Declaration of Trust nor Massachusetts law grants the shareholders of the State Funds any rights in the nature of dissenters rights of appraisal with respect to any action upon which such shareholders may be entitled to vote; however, the normal right of mutual fund shareholders to redeem their shares (subject to any applicable contingent deferred sales charges) is not affected by the proposed Reorganization.

NATIONAL FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand National Fund’s financial performance for the past five years. Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the Fund assuming reinvestment of all distributions at net asset value. Class I share information has not been included because Class I is not involved in the Reorganization. This information has been audited (except for the six months ended March 31, 2009) by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche LLP and National Fund’s financial statements are incorporated herein by reference and included in National Fund’s annual report, which is available on request.


	Six Months Ended										Year Ended
	March 31, 2009										September 30,
	(Unaudited)										2008											2007
		Class A			Class B				Class C				Class A			Class B				Class C			Class A			Class B				Class C
Net asset value –
Beginning of period	$	9.060			$	9.060		$	9.060			$	11.490		$	11.490			$	11.490		$	11.780		$	11.780			$	11.780

Income (loss) from
operations
Net investment	$	0.265			$	0.235		$	0.235			$	0.533		$	0.454			$	0.453		$	0.521		$	0.434			$	0.431
income⁽¹⁾
Net realized and
unrealized gain (loss)		(0.904	)			(0.907	)		(0.907	)			(2.431	)		(2.435		)		(2.434	)		(0.290	)		(0.290		)		(0.287	)
Total income (loss)
from operations	$	(0.639	)	$	(0.672			$	(0.672	)		$	(1.898	)	$	(1.981		)	$	(1.981	)	$	0.231		$	0.144			$	0.144

Less distributions
From net investment
income	$	(0.271	)	$	(0.238		)	$	(0.238	)		$	(0.532	)	$	(0.449		)	$	(0.449	)	$	(0.521	)	$	(0.434		)	$	(0.434	)
Total distributions	$	(0.271	)	$	(0.238		)	$	(0.238	)		$	(0.532	)	$	(0.449		)	$	(0.449	)	$	(0.521	)	$	(0.434		)	$	(0.434	)

Contigent deferred
sales charges	$	-		$		-		$	-			$	-		$		-		$	-		$	-		$		-		$	-

Net asset value – End
of period	$	8.150		$		8.150		$	8.150			$	9.060		$	9.060			$	9.060		$	11.490		$	11.490			$	11.490

Total Return⁽²⁾		(6.95	)%⁽⁹⁾			(7.34	)%⁽⁹⁾		(7.34	)%⁽⁹⁾			(17.03	)%		(17.69		)%		(17.69	)%		1.95	%		1.20		%		1.20	%

Ratios/Supplemental
Data
Net assets, end of period
(000’s omitted)	$	3,733,968		$	138,722			$	1,039,879			$	3,987,956		$	138,052			$	1,143,256		$4,647,177			$	173,176			$	1,334,054
Ratios (As a percentage
of average daily net
assets):
Expenses excluding
Interest and fees		0.74	%⁽¹⁰⁾			1.49	%⁽¹⁰⁾		1.49	%⁽¹⁰⁾			0.64	%			1.39	%		1.39	%		0.64	%⁽⁵⁾		1.39		%⁽⁵⁾		1.39	%⁽⁵⁾
Interest and fee
Expense⁽⁷⁾		0.38	%⁽¹⁰⁾			0.38	%⁽¹⁰⁾		0.38	%⁽¹⁰⁾			0.46	%			0.46	%		0.46	%		0.62	%			0.62	%		0.62	%
Total expenses before
custodian fee reduction		1.12	%⁽¹⁰⁾			1.87	%⁽¹⁰⁾		1.87	%⁽¹⁰⁾			1.10	%			1.85	%		1.85	%		1.26	%⁽⁵⁾		2.01		%⁽⁵⁾		2.01	%⁽⁵⁾
Expenses after
custodian fee
reduction excluding
interest and fees		0.73	%⁽¹⁰⁾			1.48	%⁽¹⁰⁾		1.48	%⁽¹⁰⁾			0.63	%			1.38	%		1.38	%		0.63	%⁽⁵⁾		1.38		%⁽⁵⁾		1.38	%⁽⁵⁾
Net investment income		6.63	%⁽¹⁰⁾			5.89	%⁽¹⁰⁾		5.87	%⁽¹⁰⁾			5.00	%			4.25	%		4.25	%		4.44	%			3.69	%		3.68	%
Portfolio Turnover of
the Portfolio⁽⁸⁾		-				-			-				-				-			-			-				-			-
Portfolio Turnover of
the Fund		21	%⁽⁹⁾			21	%⁽⁹⁾		21	%⁽⁹⁾			64	%			64	%		64	%		65	%			65	%		65	%


	Year Ended
	September 30,
	2006										2005									2004
		Class A			Class B			Class C				Class A			Class B			Class C			Class A			Class B			Class C
Net asset value –
Beginning of year	$	11.270		$	11.270		$	11.270			$	10.920		$	10.920		$	10.920		$	10.840		$	10.850		$	10.840

Income (loss) from
operations
Net investment income	$	0.565		$	0.478		$	0.480			$	0.574		$	0.482		$	0.486		$	0.654		$	0.598		$	0.565
Net realized and unrealized
gain (loss)		0.478			0.480			0.478				0.355			0.364			0.360			0.079			0.063			0.087
Total income (loss) from
operations	$	1.043		$	0.958		$	0.958			$	0.929		$	0.846		$	0.846		$	0.733		$	0.661		$	0.652

Less distributions
From net investment income	$	(0.533	)	$	(0.448	)	$	(0.448	)		$	(0.579	)	$	(0.496	)	$	(0.496	)	$	(0.653	)	$	(0.595	)	$	(0.572	)
Total distributions	$	(0.533	)	$	(0.448	)	$	(0.448	)		$	(0.579	)	$	(0.496	)	$	(0.496	)	$	(0.653	)	$	(0.595	)	$	(0.572	)

Contingent deferred sales
charges	$	-		$	-		$	-		$		-		$	-		$	-		$	-		$	0.004		$	-

Net asset value – End of
year	$	11.780		$	11.780		$	11.780		$		11.270		$	11.270		$	11.270		$	10.920		$	10.920		$	10.920

Total Return⁽²⁾		9.50	%		8.69	%		8.69	%			8.69	%		8.15	% ⁽³⁾		7.99	% ⁽⁴⁾		6.94	%		6.25	%		6.15	%

Ratios/Supplemental Data
Net assets, end of year
(000’s omitted)	$	3,259,363		$	140,593		$	783,143		$		2,147,435		$	83,629		$	388,276		$	1,769,191		$	29,577		$	224,955
Ratios (As a percentage of
average daily net assets):
Expenses excluding interest
and fees		0.72	%		1.47	%		1.47	%			0.77	%⁽⁶⁾		1.52	%⁽⁶⁾		1.52	%⁽⁶⁾		0.79	%⁽⁶⁾		1.17	%⁽⁶⁾		1.53	%⁽⁶⁾
Interest and fee expense⁽⁷⁾		0.61	%		0.61	%		0.61	%			0.44	%⁽⁶⁾		0.44	%⁽⁶⁾		0.44	%⁽⁶⁾		0.33	%⁽⁶⁾		0.33	%⁽⁶⁾		0.33	%⁽⁶⁾
Total expenses before
custodian fee reduction		1.33	%		2.08	%		2.08	%			1.21	%⁽⁶⁾		1.96	%⁽⁶⁾		1.96	%⁽⁶⁾		1.12	%⁽⁶⁾		1.50	%⁽⁶⁾		1.86	%⁽⁶⁾
Expenses after custodian fee
reduction excluding interest
and fees		0.71	%		1.46	%		1.46	%			0.76	%⁽⁶⁾		1.51	%⁽⁶⁾		1.51	%⁽⁶⁾		0.79	%⁽⁶⁾		1.17	%⁽⁶⁾		1.53	%⁽⁶⁾
Net investment income		4.93	%		4.17	%		4.18	%			5.14	%		4.30	%		4.35	%		6.05	%		5.44	%		5.19	%
Portfolio Turnover of the
Portfolio⁽⁸⁾		-			-			-				-			-			-			9	%		9	%		9	%
Portfolio Turnover of the
Fund		58	%		58	%		58	%			54	%		54	%		54	%		-			-			-

⁽¹⁾	Computed using average shares outstanding.
⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
⁽³⁾	Total return reflects an increase of 0.19% due to a change in the timing of the payment and reinvestment of distributions.
⁽⁴⁾	Total return reflects an increase of 0.10% due to a change in the timing of the payment and reinvestment of distributions.
⁽⁵⁾	The investment adviser was allocated a portion of the Fund’s operating expenses (equal to less than 0.005% of average daily net assets for the year ended September 30, 2007). Absent this allocation, total return would be lower.
⁽⁶⁾	Includes the Fund’s share of the corresponding Portfolio’s allocated expenses while the Fund was making investments directly into the Portfolio.
⁽⁷⁾	Interest and fee expense primarily relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions (see Note 1I to the Fund’s audited financial statements, except for the six months ended March 31, 2009).
⁽⁸⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly into the Portfolio.
⁽⁹⁾	Not annualized.
⁽¹⁰⁾	Annualized.

HI FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand HI Fund’s financial performance for the past five years. (HI Fund’s fiscal year end is January 31. Each of the other State Fund’s and National Fund’s fiscal year end is September 30.) Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the Fund assuming reinvestment of all distributions at net asset value. This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche LLP and HI Fund’s financial statements are incorporated herein by reference and included in HI Fund’s annual report, which is available on request.


	Year Ended
	January 31,
	2009									2008									2007
		Class A			Class B			Class C			Class A			Class B			Class C ⁽³⁾			Class A			Class B
Net asset value – Beginning
of period	$	9.370		$	9.490		$	9.490		$	9.770		$	9.890		$	9.700		$	9.670		$	9.780

Income (loss) from
operations
Net investment income⁽¹⁾	$	0.376		$	0.318		$	0.297		$	0.390		$	0.324		$	0.105		$	0.406		$	0.340
Net realized and unrealized
gain (loss)		(1.448	)		(1.477	)		(1.446	)		(0.398	)		(0.402	)		(0.208	)		0.096			0.102
Total income (loss) from
operations	$	(1.072	)	$	(1.159	)	$	(1.149	)	$	(0.008	)	$	(0.078	)	$	(0.103	)	$	0.502		$	0.442

Less distributions
From net investment income	$	(0.388	)	$	(0.321	)	$	(0.321	)	$	(0.392	)	$	(0.322	)	$	(0.107	)	$	(0.402	)	$	(0.332	)
Total distributions	$	(0.388	)	$	(0.321	)	$	(0.321	)	$	(0.392	)	$	(0.322	)	$	(0.107	)	$	(0.402	)	$	(0.332	)

Net asset value – End of
period	$	7.910		$	8.010		$	8.020		$	9.370		$	9.490		$	9.490		$	9.770		$	9.890

Total Return⁽²⁾		(11.62	)%		(12.37	)%		(12.37	)%		(0.09	)%		(0.81	)%		(1.06	)%⁽⁴⁾		5.28	%		4.58	%

Ratios/Supplemental Data
Net assets, end of period
(000’s Omitted)	$	14,319		$	2,572		$	116		$	15,720		$	3,872		$	34		$	13,856		$	5,504
Ratios (As a percentage of
average daily net assets):
Expenses excluding
interest and fees		0.93	%		1.67	%		1.68	%		0.83	%⁽⁸⁾		1.58	%⁽⁸⁾		1.58	%⁽⁹⁾		0.82	%		1.57	%
Interest and fee expense⁽⁷⁾		0.14	%		0.14	%		0.14	%		0.31	%		0.31	%		0.31	%⁽⁹⁾		0.35	%		0.35	%
Total expenses before
custodian fee reduction		1.07	%		1.81	%		1.82	%		1.14	%⁽⁸⁾		1.89	%⁽⁸⁾		1.89	%⁽⁹⁾		1.17	%		1.92	%
Expenses after custodian
fee reduction excluding
interest and fees		0.90	%		1.65	%		1.65	%		0.75	%⁽⁸⁾		1.50	%⁽⁸⁾		1.50	%⁽⁹⁾		0.78	%		1.53	%
Net investment income		4.39	%		3.65	%		3.56	%		4.06	%		3.33	%		3.26	%⁽⁹⁾		4.16	%		3.45	%
Portfolio Turnover of the
Portfolio		-			-			-			-			-			-			-			-
Portfolio Turnover of the		12	%		12	%		12	%		20	%		20	%		20	%⁽¹⁰⁾		28	%		28	%
Fund


	Year Ended
	January 31,
	2006						2005
		Class A			Class B			Class A			Class B
Net asset value – Beginning of year	$	9.850		$	9.970		$	9.910		$	10.040

Income (loss) from operations
Net investment income⁽¹⁾	$	0.408		$	0.344		$	0.444		$	0.379
Net realized and unrealized gain (loss)		(0.172	)		(0.187	)		(0.069	)		(0.083	)
Total income (loss) from operations	$	0.236		$	0.157		$	0.375		$	0.296

Less distributions
From net investment income	$	(0.416	)	$	(0.347	)	$	(0.435	)	$	(0.366	)
Total distributions	$	(0.416	)	$	(0.347	)	$	(0.435	)	$	(0.366	)

Net asset value – End of year	$	9.670		$	9.780		$	9.850		$	9.970

Total Return⁽²⁾		2.46	%⁽⁵⁾		1.62	%⁽⁵⁾		3.91	%		3.21	% ⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	10,239		$	6,681		$	8,394		$	10,063
Ratios (As a percentage of average daily net assets):
Expenses excluding interest and fees		0.88	%		1.63	%		0.80	%⁽¹¹⁾		1.55	%⁽¹¹⁾
Interest and fee expense⁽⁷⁾		0.18	%		0.18	%		0.10	%⁽¹¹⁾		0.10	%⁽¹¹⁾
Total expenses before custodian fee reduction		1.06	%		1.81	%		0.90	%⁽¹¹⁾		1.65	%⁽¹¹⁾
Expenses after custodian fee reduction excluding
interest and fees		0.86	%		1.61	%		0.79	%⁽¹¹⁾		1.54	%⁽¹¹⁾
Net investment income		4.20	%		3.49	%		4.55	%		3.83	%
Portfolio Turnover of the Portfolio⁽¹²⁾		-			-			19	%		19	%
Portfolio Turnover of the Fund		22	%		22	%		7	%		7	%

⁽¹⁾	Computed using average shares outstanding.
⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
⁽³⁾	For the period from the start of business, October 1, 2007, to January 31, 2008.
⁽⁴⁾	Not annualized.
⁽⁵⁾	During the year ended January 31, 2006, the Fund realized a gain on the disposal of an investment security which did not meet investment guidelines. The gain was less than $0.01 per share and had no effect on total return.
⁽⁶⁾	Total return reflects an increase of 0.13% due to a change in the timing of the payment and reinvestment of distributions.
⁽⁷⁾	Interest and fee expense primarily relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions (see Note 1I to the Fund’s audited financial statements).
⁽⁸⁾	The investment adviser was allocated a portion of the Fund’s operating expenses (equal to 0.01% of average daily net assets for the year ended January 31, 2008). Absent this allocation, total return would be lower.
⁽⁹⁾	Annualized.
⁽¹⁰⁾	For the year ended January 31, 2008.
⁽¹¹⁾	Includes the Fund’s share of the corresponding Portfolio’s allocated expenses while the Fund was making investments directly into the Portfolio.
⁽¹²⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly into the Portfolio.

MS FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand MS Fund’s financial performance for the past five years. Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the Fund assuming reinvestment of all distributions at net asset value. This information has been audited (except for the six months ended March 31, 2009) by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche LLP and MS Fund’s financial statements are incorporated herein by reference and included in MS Fund’s annual report, which is available on request.


	Six Months Ended									Year Ended
	March 31, 2009									September 30,
	(Unaudited)									2008									2007
		Class A			Class B			Class C			Class A			Class B			Class C⁽¹⁾			Class A				Class B
Net asset value –
Beginning of period	$	8.620		$	8.820		$	8.820		$	9.540		$	9.760		$	9.670		$	9.690			$	9.910

Income (loss) from
operations
Net investment income⁽²⁾	$	0.205		$	0.179		$	0.180		$	0.397		$	0.335		$	0.276		$	0.410			$	0.345
Net realized and unrealized
gain (loss)		(0.384	)		(0.397	)		(0.398	)		(0.917	)		(0.940	)		(0.850	)		(0.155	)			(0.155	)
Total income (loss) from
operations	$	(0.179	)	$	(0.218		$	(0.218	)	$	(0.520	)	$	(0.605	)	$	(0.574	)	$	0.255			$	0.190

Less distributions
From net investment income	$	(0.201	)	$	(0.172	)	$	(0.172	)	$	(0.400	)	$	(0.335	)	$	(0.276	)	$	(0.405	)	$	(0.340		)
Total distributions	$	(0.201	)	$	(0.172	)	$	(0.172	)	$	(0.400	)	$	(0.335	)	$	(0.276	)	$	(0.405	)	$	(0.340		)

Net asset value – End of
Period	$	8.240		$	8.430		$	8.430		$	8.620		$	8.820		$	8.820		$	9.540			$	9.760

Total Return⁽³⁾		(2.04	)%⁽⁴⁾		(2.24	)%⁽⁴⁾		(2.44	)%⁽⁴⁾		(5.64	)%		(6.37	)%		(6.07	)% ⁽⁴⁾		2.67	%			1.94	%

Ratios/Supplemental
Data
Net assets, end of period
(000’s omitted)	$	12,792		$	1,689		$	310		$	13,510		$	2,035		$	318		$	14,635			$	2,626
Ratios (As a percentage of
average daily net assets):
Expenses excluding
interest and fees		1.01	%⁽⁸⁾		1.75	%⁽⁸⁾		1.75	%⁽⁸⁾		0.92	%		1.67	%		1.68	%⁽⁸⁾		0.81	%⁽¹⁰⁾			1.56	%⁽¹⁰⁾
Interest and fee expense⁽⁶⁾		0.03	%⁽⁸⁾		0.03	%⁽⁸⁾		0.03	%⁽⁸⁾		0.12	%		0.12	%		0.12	%⁽⁸⁾		0.26	%			0.26	%
Total expenses before
custodian fee reduction		1.04	%⁽⁸⁾		1.78	%⁽⁸⁾		1.78	%⁽⁸⁾		1.04	%		1.79	%		1.80	%⁽⁸⁾		1.07	%⁽¹⁰⁾			1.82	%⁽¹⁰⁾
Expenses after custodian
fee reduction excluding
interest and fees		1.00	%⁽⁸⁾		1.75	%⁽⁸⁾		1.75	%⁽⁸⁾		0.90	%		1.65	%		1.66	%⁽⁸⁾		0.79	%⁽¹⁰⁾			1.54	%⁽¹⁰⁾
Net investment income		5.05	%⁽⁸⁾		4.30	%⁽⁸⁾		4.32	%⁽⁸⁾		4.26	%		3.51	%		3.57	%⁽⁸⁾		4.26	%			3.50	%
Portfolio Turnover of the
Portfolio⁽⁷⁾		-			-			-			-			-			-			-				-
Portfolio Turnover of the
Fund		11	%⁽⁴⁾		11	%⁽⁴⁾		11	%⁽⁴⁾		23	%		23	%		23	%⁽⁹⁾		16	%			16	%


	Year Ended
	September 30,
	2006						2005						2004
		Class A			Class B			Class A			Class B			Class A			Class B
Net asset value – Beginning of
year	$	9.610		$	9.830		$	9.720		$	9.940		$	9.840		$	10.060

Income (loss) from operations
Net investment income⁽²⁾	$	0.417		$	0.354		$	0.428		$	0.365		$	0.455		$	0.393
Net realized and unrealized gain
(loss)		0.075			0.073			(0.099	)		(0.100	)		(0.116	)		(0.119	)
Total income (loss) from
operations	$	0.492		$	0.427		$	0.329		$	0.265		$	0.339		$	0.274

Less distributions
From net investment income	$	(0.412	)	$	(0.347	)	$	(0.439	)	$	(0.375	)	$	(0.459	)	$	(0.394	)
Total distributions	$	(0.412	)	$	(0.347	)	$	(0.439	)	$	(0.375	)	$	(0.459	)	$	(0.394	)

Net asset value – End of year	$	9.690		$	9.910		$	9.610		$	9.830		$	9.720		$	9.940

Total Return⁽³⁾		5.26	%		4.44	%		3.44	%		2.86	%⁽⁵⁾		3.54	%		2.79	%

Ratios/Supplemental Data
Net assets, end of year (000’s
omitted)	$	15,154		$	4,077		$	12,901		$	5,291		$	11,379		$	6,013
Ratios (As a percentage of
average
daily net assets):
Expenses excluding interest and
fees		0.81	%		1.56	%		0.86	%⁽¹¹⁾		1.61	%⁽¹¹⁾		0.84	%⁽¹¹⁾		1.59	%⁽¹¹⁾
Interest and fee expense⁽⁶⁾		0.19	%		0.19	%		0.12	%⁽¹¹⁾		0.12	%⁽¹¹⁾		0.06	%⁽¹¹⁾		0.06	%⁽¹¹⁾
Total expenses before custodian
fee reduction		1.00	%		1.75	%		0.98	%⁽¹¹⁾		1.73	%⁽¹¹⁾		0.90	%⁽¹¹⁾		1.65	%⁽¹¹⁾
Expenses after custodian fee
reduction excluding interest
and fees		0.78	%		1.53	%		0.84	%⁽¹¹⁾		1.59	%⁽¹¹⁾		0.83	%⁽¹¹⁾		1.58	%⁽¹¹⁾
Net investment income		4.34	%		3.61	%		4.41	%		3.68	%		4.70	%		3.93	%
Portfolio Turnover of the
Portfolio⁽⁷⁾		-			-			-			-			15	%		15	%
Portfolio Turnover of the Fund		22	%		22	%		21	%		21	%		-			-

⁽¹⁾	For the period from the start of business, December 4, 2007, to September 30, 2008.
⁽²⁾	Computed using average shares outstanding.
⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾	Not annualized.
⁽⁵⁾	Total return reflects an increase of 0.16% due to a change in the timing of the payment and reinvestment of distributions.
⁽⁶⁾	Interest and fee expense primarily relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions (see Note 1I to the Fund’s audited financial statements, except for the six months ended March 31, 2009) .
⁽⁷⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly into the Portfolio.
⁽⁸⁾	Annualized.
⁽⁹⁾	For the Fund’s year ended September 30, 2008.
⁽¹⁰⁾	The investment adviser was allocated a portion of the Fund’s operating expenses (equal to less than 0.02% of average daily net assets for the year ended September 30, 2007). Absent this allocation, total return would be lower.
⁽¹¹⁾	Includes the Fund’s share of the corresponding Portfolio’s allocated expenses while the Fund was making investments directly into the Portfolio.

WV FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand WV Fund’s financial performance for the past five years. Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the Fund assuming reinvestment of all distributions at net asset value. This information has been audited (except for the six months ended March 31, 2009) by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche LLP and WV Fund’s financial statements are incorporated herein by reference and included in WV Fund’s annual report, which is available on request.


	Six Months Ended									Year Ended
	March 31, 2009									September 30,
	(Unaudited)									2008										2007
		Class A			Class B			Class C			Class A				Class B			Class C⁽¹⁾			Class A			Class B
Net asset value –
Beginning of period	$	8.210		$	8.370		$	8.390		$	9.690		$		9.870		$	9.700		$	9.870		$	10.060

Income (loss) from
operations
Net investment income⁽²⁾	$	0.199		$	0.174		$	0.174		$	0.405		$		0.345		$	0.280		$	0.402		$	0.335
Net realized and unrealized
gain (loss)		(0.472	)		(0.476	)		(0.475	)		(1.485	)			(1.513	)		(1.316	)		(0.181	)		(0.191	)
Total income (loss) from
operations	$	(0.273	)	$	(0.302	)	$	(0.301	)	$	(1.080	)	$		(1.168	)	$	(1.036	)	$	0.221		$	0.144

Less distributions
From net investment income	$	(0.197	)	$	(0.168	)	$	(0.169	)	$	(0.400	)	$		(0.332	)	$	(0.274	)	$	(0.401	)	$	(0.334	)
Total distributions	$	(0.197	)	$	(0.168	)	$	(0.169	)	$	(0.400	)	$		(0.332	)	$	(0.274	)	$	(0.401	)	$	(0.334	)

Net asset value – End of
Period	$	7.740		$	7.900		$	7.920		$	8.210			$	8.370		$	8.390		$	9.690		$	9.870

Total Return⁽³⁾		(3.26	)%⁽⁴⁾		(3.55	)%⁽⁴⁾		(3.42	)%⁽⁴⁾		(11.46	)%			(12.10	)%		(10.99	)% ⁽⁴⁾		2.26	%		1.43	%

Ratios/Supplemental
Data
Net assets, end of period
(000’s omitted)	$	22,417		$	3,788		$	429		$	24,379			$	4,406		$	527		$	25,703		$	6,049
Ratios (As a percentage of
average daily net assets):
Expenses excluding
interest and fees		0.82	%⁽⁸⁾		1.57	%⁽⁸⁾		1.58	%⁽⁸⁾		0.79	%			1.54	%		1.55	%⁽⁸⁾		0.75	%⁽¹⁰⁾		1.49	%⁽¹⁰⁾
Interest and fee expense⁽⁶⁾		0.07	%⁽⁸⁾		0.07	%⁽⁸⁾		0.07	%⁽⁸⁾		0.14	%			0.14	%		0.14	%⁽⁸⁾		0.25	%		0.25	%
Total expenses before
custodian fee reduction		0.89	%⁽⁸⁾		1.64	%⁽⁸⁾		1.65	%⁽⁸⁾		0.93	%			1.68	%		1.69	%⁽⁸⁾		1.00	%⁽¹⁰⁾		1.74	%⁽¹⁰⁾
Expenses after custodian
fee reduction excluding
interest and fees		0.82	%⁽⁸⁾		1.57	%⁽⁸⁾		1.57	%⁽⁸⁾		0.77	%			1.52	%		1.53	%⁽⁸⁾		0.71	%⁽¹⁰⁾		1.46	%⁽¹⁰⁾
Net investment income		5.24	%⁽⁸⁾		4.49	%⁽⁸⁾		4.50	%⁽⁸⁾		4.40	%			3.67	%		3.71	%⁽⁸⁾		4.10	%		3.35	%
Portfolio Turnover of the
Portfolio⁽⁷⁾		-			-			-			-				-			-			-			-
Portfolio Turnover of the
Fund		5	%⁽⁴⁾		5	%⁽⁴⁾		5	%⁽⁴⁾		15	%			15	%		15	%⁽⁹⁾		31	%		31	%


	Year Ended
	September 30,
	2006						2005						2004
		Class A			Class B			Class A			Class B			Class A			Class B
Net asset value – Beginning of
year	$	9.750		$	9.930		$	9.810		$	10.000		$	9.880		$	10.080

Income (loss) from operations
Net investment income⁽²⁾	$	0.415		$	0.350		$	0.434		$	0.378		$	0.462		$	0.395
Net realized and unrealized gain (loss)		0.110			0.118			(0.053	)		(0.073	)		(0.081	)		(0.087	)
Total income (loss) from operations	$	0.525		$	0.468		$	0.381		$	0.305		$	0.381		$	0.308

Less distributions
From net investment income	$	(0.405	)	$	(0.338	)	$	(0.441	)	$	(0.375	)	$	(0.451	)	$	(0.388	)
Total distributions	$	(0.405	)	$	(0.338	)	$	(0.441	)	$	(0.375	)	$	(0.451	)	$	(0.388	)

Net asset value – End of year	$	9.870		$	10.060		$	9.750		$	9.930		$	9.810		$	10.000

Total Return⁽³⁾		5.53	%		4.82	%		3.95	%		3.26	% ⁽⁵⁾		3.94	%		3.09	%

Ratios/Supplemental Data
Net assets, end of year (000’s
omitted)	$	22,812		$	7,002		$	21,249		$	8,287		$	18,670		$	8,550
Ratios (As a percentage of average
daily net assets):
Expenses excluding interest and fees		0.75	%		1.50	%		0.79	%⁽¹¹⁾		1.54	%⁽¹¹⁾		0.79	%⁽¹¹⁾		1.55	%⁽¹¹⁾
Interest and fee expense⁽⁶⁾		0.18	%		0.18	%		0.06	%⁽¹¹⁾		0.06	%⁽¹¹⁾		0.03	%⁽¹¹⁾		0.03	%⁽¹¹⁾
Total expenses before custodian fee
reduction		0.93	%		1.68	%		0.85	%⁽¹¹⁾		1.60	%⁽¹¹⁾		0.82	%⁽¹¹⁾		1.58	%⁽¹¹⁾
Expenses after custodian fee
reduction excluding interest and
fees		0.72	%		1.47	%		0.78	%⁽¹¹⁾		1.53	%⁽¹¹⁾		0.78	%⁽¹¹⁾		1.54	%⁽¹¹⁾
Net investment income		4.26	%		3.53	%		4.42	%		3.78	%		4.73	%		3.91	%
Portfolio Turnover of the Portfolio⁽⁷⁾		-			-			-			-			12	%		12	%
Portfolio Turnover of the Fund		20	%		20	%		21	%		21	%		-			-

⁽¹⁾	For the period from the start of business, December 4, 2007, to September 30, 2008.
⁽²⁾	Computed using average shares outstanding.
⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
⁽⁴⁾	Not annualized.
⁽⁵⁾	Total return reflects an increase of 0.16% due to a change in the timing of the payment and reinvestment of distributions.
⁽⁶⁾	Interest and fee expense primarily relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions (see Note 1I to the Fund’s audited financial statements, except for the six months ended March 31, 2009).
⁽⁷⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making investments directly into the Portfolio.
⁽⁸⁾	Annualized.
⁽⁹⁾	For the Fund’s year ended September 30, 2008.
⁽¹⁰⁾	The investment adviser was allocated a portion of the Fund’s operating expenses (equal to 0.01% of average daily net assets for the year ended September 30, 2007). Absent this allocation, total return would be lower.
⁽¹¹⁾	Includes the Fund’s share of the corresponding Portfolio’s allocated expenses while the Fund was making investments directly into the Portfolio.

EXPERTS

The financial statements incorporated in this Proxy Statement/Prospectus by reference from each Fund’s Annual Report for the year ended September 30, 2008 (January 31, 2009 in the case of HI Fund) on Form N-CSR have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this ____ day of ___________, 2009, by and among _________________________ (“_________________Trust”), a Massachusetts business trust, on behalf of its series Eaton Vance _______________ Fund (the “Acquired Fund”), and Eaton Vance Municipals Trust, on behalf of its series Eaton Vance National Municipals Fund (“National Fund”).

WITNESSETH

WHEREAS, _________________ Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company authorized to issue an unlimited number of shares of beneficial interest without par value in one or more series (such as Acquired Fund and National Fund), and the Trustees of _________________ Trust have divided the shares of Acquired Fund and National Fund into Class A, Class B and Class C shares (“Acquired Fund Shares” and “National Fund Shares”);

WHEREAS, _________________ Trust desires to provide for the reorganization of Acquired Fund through the acquisition by National Fund of substantially all of the assets of Acquired Fund in exchange for National Fund Shares in the manner set forth herein; and

WHEREAS, it is intended that the reorganization described in this Agreement shall be a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.	Definitions
	1.1	The term “1933 Act” shall mean the Securities Act of 1933, as amended.
	1.2	The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.
	1.3	The term “Agreement” shall mean this Agreement and Plan of Reorganization.
	1.4	The term “Assumed Liabilities” shall mean all liabilities, expenses, costs, charges and receivables of Acquired Fund as of the Close of Trading on the New York Stock Exchange on the Valuation Date. Included therein for the National Fund Class B and Class C shall be the uncovered distribution charges under the Acquired Fund Class B and Class C Distribution Plans, or, if lower, the amount of contingent deferred sales charges that would be paid by all Acquired Fund Class B and Class C shareholders if they redeemed on the Closing Date; such amount shall be treated as uncovered distribution charges under the National Fund Class B and Class C Distribution Plans.

A-1


1.5	The term “Business Day” shall mean any day that the New York Stock Exchange is
	open.

1.6	The term “Close of Trading on the NYSE” shall mean the close of regular trading on
	the New York Stock Exchange, which is usually 4:00 p.m. Eastern time.

1.7	The term “Closing” shall mean the closing of the transaction contemplated by this
	Agreement.

1.8	The term “Closing Date” shall mean _______________, 2009, provided all
	necessary approvals have been received, or such other date as may be agreed by the
	parties on which the Closing is to take place.

1.9	The term “Commission” shall mean the Securities and Exchange Commission.

1.10	The term “Custodian” shall mean State Street Bank and Trust Company.

1.11	The term “Delivery Date” shall mean the date contemplated by Section 3.3 of this
	Agreement.

1.12	The term “_________________Trust N-14” shall mean ____________________ Trust’s
	registration statement on Form N-14, including a Proxy Statement/Prospectus as
	may be amended, that describes the transactions contemplated by this Agreement
	and registers the National Fund Shares to be issued in connection with this
	transaction.

1.13	The term “National Fund N-1A” shall mean the registration statement, as amended,
	on Form N-1A of Eaton Vance Municipals Trust with respect to National Fund in
	effect on the date hereof or on the Closing Date, as the context may require.

1.14	The term “NYSE” shall mean the New York Stock Exchange.

1.15	The term “Acquired Fund N-1A” shall mean the registration statement, as amended,
	on Form N-1A of ______________ Trust with respect to Acquired Fund in effect
	on the date hereof or on the Closing Date, as the context may require.

1.16	The term “Proxy Statement” shall mean the Proxy Statement/Prospectus furnished to
	the Acquired Fund shareholders in connection with this transaction.

1.17	The term “Securities List” shall mean the list of those securities and other assets
	owned by _____________ Trust, on behalf of Acquired Fund, on the Delivery
	Date.

1.18	The term “Valuation Date” shall mean the day of the Closing Date.

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2.	Transfer and Exchange of Assets
	2.1	Reorganization of Acquired Fund. At the Closing, subject to the requisite approval of the Acquired Fund’s shareholders and the terms and conditions set forth herein, _________________ Trust shall transfer all of the assets of Acquired Fund and assign all Assumed Liabilities to National Fund, and National Fund shall acquire such assets and shall assume such Assumed Liabilities upon delivery by National Fund to Acquired Fund on the Closing Date of Class A, Class B and Class C National Fund Shares (including, if applicable, fractional shares) having an aggregate net asset value equal to the value of the assets so transferred, assigned and delivered, less the Assumed Liabilities, all determined and adjusted as provided in Section 2.2. Upon delivery of the assets, National Fund will receive good and marketable title thereto free and clear of all liens.
	2.2	Computation of Net Asset Value. The net asset value per share of the National Fund Shares and the net value of the assets of Acquired Fund subject to this Agreement shall, in each case, be determined as of the Close of Trading on the NYSE on the Valuation Date, after the declaration and payment of any dividend on that date. The net asset value of the National Fund Shares shall be computed in the manner set forth in the National Fund Form N-1A. In determining the value of the securities transferred by Acquired Fund to National Fund, such assets shall be priced in accordance with the policies and procedures described in the National Fund N-1A.
3.	Closing Date, Valuation Date and Delivery
	3.1	Closing Date. The Closing shall be at the offices of Eaton Vance Management, Two International Place, Boston, MA 02110 immediately prior to the opening of Eaton Vance’s business on the Closing Date. All acts taking place at Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise agreed in writing by the parties.
	3.2	Valuation Date. Pursuant to Section 2.2, the net value of the assets of Acquired Fund and the net asset value per share of National Fund shall be determined as of the Close of Trading on the NYSE on the Valuation Date, after the declaration and payment of any dividend on that date. The stock transfer books of _________________ Trust with respect to Acquired Fund will be permanently closed, and sales of Acquired Fund Shares shall be suspended, as of the close of business of _________________ Trust on the Valuation Date. Redemption requests thereafter received by _________________ Trust with respect to Acquired Fund shall be deemed to be redemption requests for National Fund Shares to be distributed to shareholders of Acquired Fund under this Agreement provided that the transactions contemplated by this Agreement are consummated.
		In the event that trading on the NYSE or on another exchange or market on which securities held by the Acquired Fund are traded shall be disrupted on the Valuation Date so that, in the judgment of _________________ Trust, accurate appraisal of the net assets of Acquired Fund to be transferred hereunder or the assets of National Fund is impracticable, the Valuation Date shall be postponed until the first Business Day after the day on which trading on such exchange or in such market shall, in the

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		judgment of _________________ Trust, have been resumed without disruption. In such event, the Closing Date shall be postponed until one Business Day after the Valuation Date.
	3.3	Delivery of Assets. After the close of business on the Valuation Date, _________________ Trust shall issue instructions providing for the delivery of all of its assets held on behalf of Acquired Fund to the Custodian to be held for the account of National Fund, effective as of the Closing. National Fund may inspect such securities at the offices of the Custodian prior to the Valuation Date.
4.	Acquired Fund Distributions and Termination
	4.1	As soon as reasonably practicable after the Closing Date, _________________ Trust shall pay or make provisions for the payment of all of the debts and taxes of Acquired Fund and distribute all remaining assets, if any, to shareholders of Acquired Fund, and Acquired Fund shall thereafter be terminated under Massachusetts law.
		At, or as soon as may be practicable following the Closing Date, _________________ Trust on behalf of Acquired Fund shall distribute the Class A, Class B and Class C National Fund Shares it received from the National Fund to the shareholders of the Acquired Fund and shall instruct National Fund as to the amount of the pro rata interest of each of Acquired Fund’s shareholders as of the close of business on the Valuation Date (such shareholders to be certified as such by the transfer agent for _________________ Trust), to be registered on the books of National Fund, in full and fractional National Fund Shares, in the name of each such shareholder, and National Fund agrees promptly to transfer the National Fund Shares then credited to the account of Acquired Fund on the books of National Fund to open accounts on the share records of National Fund in the names of Acquired Fund shareholders in accordance with said instruction. E ach Acquired Fund shareholder shall receive shares of the corresponding class of National Fund to the class of Acquired Fund held by such shareholder. All issued and outstanding Acquired Fund Shares shall thereupon be canceled on the books of _________________ Trust. National Fund shall have no obligation to inquire as to the correctness of any such instruction, but shall, in each case, assume that such instruction is valid, proper and correct.
5.	Acquired Fund Securities
		On the Delivery Date, _________________ Trust on behalf of Acquired Fund shall deliver the Securities List and tax records. Such records shall be made available to National Fund prior to the Closing Date for inspection by the Treasurer (or his or her designee). Notwithstanding the foregoing, it is expressly understood that Acquired Fund may hereafter until the close of business on the Valuation Date sell any securities owned by it in the ordinary course of its business as a series of an open-end, management investment company.

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6.	Liabilities and Expenses
	National Fund shall acquire all liabilities of Acquired Fund, whether known or unknown, or contingent or determined. _________________ Trust will discharge all known liabilities of Acquired Fund, so far as may be possible, prior to the Closing Date. Acquired Fund shall bear the expenses of carrying out this Agreement.
7.	Trust Representations and Warranties
	_________________ Trust, on behalf of Acquired Fund and National Fund, hereby represents, warrants and agrees as follows:
	7.1	Legal Existence. _________________ Trust is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts. Each of Acquired Fund and National Fund is a validly existing series of _________________ Trust. _________________ Trust is authorized to issue an unlimited number of shares of beneficial interest of National Fund.
	7.2	Registration under 1940 Act. _________________ Trust is duly registered as an open-end management investment company under the 1940 Act and such registration is in full force and effect.
	7.3	Financial Statements. The statement of assets and liabilities and the schedule of portfolio investments and the related statements of operations and changes in net assets of Acquired Fund dated March 31, 2009 and National Fund dated March 31, 2009, fairly present the financial condition of Acquired Fund and National Fund as of said dates in conformity with generally accepted accounting principles.
	7.4	No Contingent Liabilities. There are no known contingent liabilities of Acquired Fund or National Fund not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of _________________ Trust threatened, against Acquired Fund or National Fund which would materially affect its financial condition.
	7.5	Requisite Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein, have been authorized by the Board of Trustees of _________________ Trust by vote taken at a meeting of such Board duly called and held on April 27, 2009. No approval of the shareholders of National Fund is required in connection with this Agreement or the transaction contemplated hereby. The Agreement has been executed and delivered by a duly authorized officer of _________________ Trust and is a valid and legally binding obligation of each of Acquired Fund and National Fund enforceable in accordance with its terms
	7.6	No Material Violations. _________________ Trust is not, and the execution, delivery and performance of this Agreement will not result, in a material violation of any provision of its Declaration of Trust or By-Laws, as each may be amended, of _______________ Trust or of any agreement, indenture, instrument, contract,

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	lease or other undertaking to which _________________ Trust is a party or by which it is bound.
7.7	Taxes and Related Filings. Except where failure to do so would not have a material adverse effect on Acquired Fund or National Fund, each of Acquired Fund and National Fund has filed or will file or obtain valid extensions of filing dates for all required federal, state and local tax returns and reports for all taxable years through and including its current taxable year and no such filings are currently being audited or contested by the Internal Revenue Service or state or local taxing authority and all federal, state and local income, franchise, property, sales, employment or other taxes or penalties payable pursuant to such returns have been paid or will be paid, so far as due. Each of Acquired Fund and National Fund has elected to be treated as a “regulated investment company” for federal tax purposes, has qualified as such for each taxab le year of its operations and will qualify as such as of the Closing Date.
7.8	Good and Marketable Title. On the Closing Date, Acquired Fund will have good and marketable title to its assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities whatsoever, and full right, power and authority to sell, assign, transfer and deliver such assets and shall deliver such assets to National Fund. Upon delivery of such assets, National Fund will receive good and marketable title to such assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, except as to adverse claims under Article 8 of the Uniform Commercial Code of which National Fund has notice and necessary documentation at or prior to the time of delivery.
7.9	National Fund N-1A Not Misleading. The National Fund N-1A conforms on the date of the Agreement, and will conform on the date of the Proxy Statement and the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not include any untrue statement of a material fact or omit to state any materal fact required to be stated therein or necessary to make the statement s therein, in light of the circumstances under which they were made, not materially misleading.


7.10	Proxy Statement. The Proxy Statement delivered to the Acquired Fund shareholders in connection with this transaction (both at the time of delivery to such shareholders in connection with the meeting of shareholders and at all times subsequent thereto and including the Closing Date) in all material respects, conforms to the applicable requirements of the 1934 Act and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated thereon or necessary to make statements therein, in light of the circumstances under which they were made, not materially misleading.


7.11	Books and Records. Each of Acquired Fund and National Fund have maintained all records required under Section 31 of the 1940 Act and rules thereunder.

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8.	Conditions Precedent to Closing
	The obligations of the parties hereto shall be conditioned on the following:
	8.1	Representations and Warranties. The representations and warranties of the parties made herein will be true and correct as of the date of this Agreement and on the Closing Date.
	8.2	Shareholder Approval. The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of Acquired Fund Shares in accordance with the 1940 Act and the Declaration of Trust and By-Laws, each as amended, of _________________ Trust.

	8.3	Pending or Threatened Proceedings. On the Closing Date, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

	8.4	Registration Statement. The _____________ Trust N-14 shall have become effective under the 1933 Act; no stop orders suspending the effectiveness of such _______________ Trust N-14 shall have been issued; and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. The Proxy Statement has been delivered to each shareholder of record of the Acquired Fund as of July 17, 2009 in accordance with the provisions of the 1934 Act and the rules thereunder.

	8.5	Declaration of Dividend. _________________ Trust shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to Acquired Fund shareholders all of Acquired Fund’s investment company taxable income (as defined in Section 852 of the Code) (computed without regard to any deduction for dividends paid) for the final taxable period of Acquired Fund, all of its net capital gain realized in the final taxable period of Acquired Fund (after reduction for any capital loss carryforward) and all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the final taxable period of Acquired Fund.



	8.6	State Securities Laws. The parties shall have received all permits and other authorizations necessary, if any, under state securities laws to consummate the transactions contemplated herein.
		Performance of Covenants. Each party shall have performed and complied in all material respects with each of the agreements and covenants required by this Agreement to be performed or complied with by each such party prior to or at the Valuation Date and the Closing Date.
	8.8	Due Diligence. National Fund shall have had reasonable opportunity to have its officers and agents review the records of Acquired Fund.

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8.9	No Material Adverse Change. From the date of this Agreement, through the Closing Date, there shall not have been:
		any change in the business, results of operations, assets or financial condition or the manner of conducting the business of Acquired Fund or National Fund (other than changes in the ordinary course of its business, including, without limitation, dividends and distributions in the ordinary course and changes in the net asset value per share) which has had a material adverse effect on such business, results of operations, assets or financial condition, except in all instances as set forth in the financial statements;
		any loss (whether or not covered by insurance) suffered by Acquired Fund or National Fund materially and adversely affecting of Acquired Fund or National Fund, other than depreciation of securities;
		issued by _________________ Trust to any person any option to purchase or other right to acquire shares of any class of Acquired Fund or National Fund Shares (other than in the ordinary course of _________________ Trust’s business as an open-end management investment company);
		any indebtedness incurred by Acquired Fund or National Fund for borrowed money or any commitment to borrow money entered into by Acquired Fund or National Fund except as permitted in Acquired Fund N-1A or National Fund N-1A and disclosed in financial statements required to be provided under this Agreement;
		any amendment to the Declaration of Trust or By-Laws of _________________ Trust that will adversely affect the ability of _________________ Trust to comply with the terms of this Agreement; or
		any grant or imposition of any lien, claim, charge or encumbrance upon any asset of Acquired Fund except as provided in Acquired Fund N-1A so long as it will not prevent _________________ Trust from complying with Section 7.8.
8.10	Lawful Sale of Shares. On the Closing Date, National Fund Shares to be issued pursuant to Section 2.1 of this Agreement will be duly authorized, duly and validly issued and outstanding, and fully paid and non-assessable by _________________ Trust, and conform in all substantial respects to the description thereof contained in the _____________ Trust N-14 and Proxy Statement furnished to the Acquired Fund shareholders and the National Fund Shar es to be issued pursuant to paragraph 2.1 of this Agreement will be duly registered under the 1933 Act by the _____________ Trust N-14 and will be offered and sold in compliance with all applicable state securities laws.

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	8.11	Documentation and Other Actions. _________________ Trust shall have executed such documents and shall have taken such other actions, if any, as reasonably requested to fully effectuate the transactions contemplated hereby.
9.	Addresses
	All notices required or permitted to be given under this Agreement shall be given in writing to Eaton Vance _________________ Trust, Two International Place, Boston, MA 02110 (Attention: Chief Legal Officer), or at such other place as shall be specified in written notice given by either party to the other party to this Agreement and shall be validly given if mailed by first-class mail, postage prepaid.

10.	Termination
	This Agreement may be terminated by either party upon the giving of written notice to the other, if any of the representations, warranties or conditions specified in Sections 7 or 8 hereof have not been performed or do not exist on or before December 31, 2009. In the event of termination of this Agreement pursuant to this provision, neither party (nor its officers, Trustees or shareholders) shall have any liability to the other.

11.	Miscellaneous
	This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. _________________ Trust represents that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. _________________ Trust represents that this Agreement constitutes the entire agreement between the parties as to the subject matter hereof. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. The Section headings contained in this Agreement are for reference pur poses only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original. Whenever used herein, the use of any gender shall include all genders. In the event that any provision of this Agreement is unenforceable at law or in equity, the remainder of the Agreement shall remain in full force and effect.




12.	Amendments
	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 National Fund Shares to be received by Acquired Fund 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

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	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.
13.	Massachusetts Business Trust
	References in this Agreement to _________________ Trust mean and refer to the Trustees from time to time serving under its Declarations of Trust on file with the Secretary of the Commonwealth of Massachusetts, as the same may be amended from time to time, pursuant to which they conduct their businesses. It is expressly agreed that the obligations of _________________ Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust as provided in said Declaration of Trust. The execution and delivery of this Agreement has been authorized by the respective trustees and signed by an authorized officer of _________________ Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them but shall bind only the t rust property of the Trust as provided in such Declaration of Trust. No series of _________________ Trust shall be liable for the obligations of any other series.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by their officers thereunto duly authorized, as of the day and year first above written.


ATTEST:	EATON VANCE ______________ TRUST
	(on behalf of Eaton Vance ________________Fund)


_______________________	By: ________________________
Maureen A. Gemma, Secretary	Cynthia J. Clemson, President


	EATON VANCE _______________ TRUST
	(on behalf of Eaton Vance National Municipals Fund)


________________________	By: ________________________
Maureen A. Gemma, Secretary	Cynthia J. Clemson, President

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Eaton Vance National Municipals Fund as of March 31, 2009

INVESTMENT UPDATE

Economic and Market Conditions

The six-month period ending March 31, 2009, was characterized by continued market and economic upheaval during the first two and a half months of the period, followed by the first sustained municipal bond rally of this bear market from mid-December 2008 through the end of the period. The U.S. economy, as measured by gross domestic product (GDP), contracted sharply in both the fourth quarter of 2008 and the first quarter of 2009 by 6.2% and 6.1%, respectively, according to the U.S. Department of Commerce. The first quarter 2009 figure was a preliminary estimate. Most of the major GDP components contributed to the decline, but a sharp downturn in consumer spending was particularly influential and continued to weigh on the economy in early 2009. While high commodity prices eased since their summertime peaks, consumers continued to pare spending as they remained cautious of what increasingly became a weaker econom ic environment. Rising unemployment levels, at a five-year high at period end, led to constrained personal consumption and overall economic contraction. The housing market continued to weigh on the economy during the first three months of the period, with new and existing home sales falling hard in the fourth quarter of calendar 2008.

In the first quarter of 2009, the U.S. economy began showing some signs of life. Although most economists forecast anemic growth for the remainder of the year, some of the data turned more positive early on. February was a particularly strong month for economic data: factory orders increased 1.8%; new home sales rose 4.7% — the first increase in seven months; and existing home sales surged 5.1%, the largest monthly gain since 2003. The upturn in the housing market was bolstered by historically low mortgage rates, an $8,000 tax credit for first-time home buyers that was part of President Obama’s stimulus legislation and a plethora of distressed properties on the market.

The capital markets experienced steep declines in the first two and a half months of the period, followed by a welcome rally during the latter three and a half months. The semiannual period was preceded by a number of distressing events in the fall of 2008, resulting in a freefall in both the credit and equity markets. Several calamitous events occurred in September alone, including the federal takeover of federally chartered mortgage giants Fannie Mae and Freddie Mac, the bankruptcy of Lehman Brothers and the announcement by Bank of America that it was acquiring Merrill Lynch. These actions, along with several other corporate shakeups, bank failures and bailouts, drastically redefined the Wall Street landscape.

In response, the U.S. government enacted a number of bold stimulus programs. Last fall, Congress approved a $700 billion program authorizing the federal government to purchase troubled assets from financial institutions, a program that continued to evolve since the bill was enacted into law. On February 17, 2009, President Obama signed a historic $787 billion stimulus program into law and outlined a $50 billion foreclosure rescue plan. Additionally, between September 30, 2008, and December 31, 2008, the U.S. Federal Reserve (the Fed) lowered the federal funds rate to a range of 0.0% to 0.25% from 2.00%. Also during the six-month period, the Fed took extraordinary actions through a variety of innovative lending techniques in an attempt to ease the credit crisis.

Management Discussion

Relative to the Fund’s primary benchmark, the Barclays Capital Municipal Bond Index¹(the Index) – a broad-based, unmanaged index of municipal bonds – the Fund underperformed for the six months ending March 31, 2009. As a result of an active management style that focuses on income and longer call protection, the Fund generally holds longer-maturity bonds relative to other bond funds and the Index. Much of the Fund’s underperformance occurred in the first three months of the period and, management believes, can be attributed to the continued shift of investors’ capital into shorter-maturity bonds — a result of the broader-

¹Formerly called Lehman Brothers Municipal Bond Index. It is not possible to invest directly in an Index.

Past performance is no guarantee of future results.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Eaton Vance National Municipals Fund as of March 31, 2009

INVESTMENT UPDATE

based credit crisis — during this period. The move to shorter-term investments was originally driven by uncertainty surrounding financial companies’ exposure to subprime mortgage-backed debt, but it later spread to the muni market when major municipal bond insurers suffered rating downgrades due to their exposure to mortgage-related structured products.

Since mid-December 2008, however, the municipal market rallied considerably, and the Fund outperformed the Index. A number of factors appeared to be at work in the market’s rebound. Municipal demand, while anemic for much of last year, returned in dramatic fashion during the first quarter of 2009. Retail muni investors — those who buy municipal bonds directly or through managed products such as mutual funds — were the predominant force behind the renewed demand. While many retail investors fled the market in 2008 as a result of market volatility and intimidating news reports, the perception of risk began to mitigate during the early stages of the new year. While institutional demand was largely absent during the first quarter — as it was for much of 2008 — retail purchases kept overall demand levels strong.

Against this backdrop, we continue to manage our municipal funds with the same relative value approach that we have traditionally employed, maintaining a long-term perspective when markets exhibit extreme short-term volatility. We believe this approach has provided excellent long-term benefits to our investors over time. Furthermore, we believe that the 138.9% yield ratio of insured municipal bonds to 30-year Treasuries as of March 31, 2009 — as compared with the long-term average of 85%-90% — indicates that there is still relative value in municipal bonds when compared with their taxable counterparts.¹

¹Source: Bloomberg L.P. Yields are a compilation of a representative variety of general obligations and are not necessarily representative of the Fund’s yield.

Eaton Vance National Municipals Fund as of March 31, 2009

PERFORMANCE INFORMATION

Portfolio Manager: Thomas M. Metzold, CFA


Performance¹	Class A		Class B		Class C		Class I
Share Class Symbol	EANAX		EVHMX		ECHMX		EIHMX
Average Annual Total Returns (at net asset value)
Six Months	-6.95	%	-7.34	%	-7.34	%	-6.82	%
One Year	-14.72		-15.40		-15.40		-14.48
Five Years	-0.87		-1.57		-1.60		-0.62
Ten Years	2.29		1.69		1.50		N.A.
Life of Fund^†	4.50		4.92		2.96		2.95
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
Six Months	-11.35	%	-11.83	%	-8.24	%	-6.82	%
One Year	-18.80		-19.42		-16.21		-14.48
Five Years	-1.83		-1.89		-1.60		-0.62
Ten Years	1.79		1.69		1.50		N.A.
Life of Fund^†	4.16		4.92		2.96		2.95

^†Inception dates: Class A: 4/5/94; Class B: 12/19/85; Class C: 12/3/93; Class I: 7/1/99

Total Annual
Operating Expenses²	Class A		Class B		Class C		Class I

Expense Ratio	1.10	%	1.85	%	1.85	%	0.86	%

Distribution Rates/Yields	Class A		Class B		Class C		Class I

Distribution Rate³	6.63	%	5.85	%	5.85	%	6.89	%
Taxable-Equivalent Distribution Rate^3,410.20			9.00		9.00		10.60
SEC 30-day Yield⁵	6.29		5.85		5.85		6.87
Taxable-Equivalent SEC 30-day Yield^4,5	9.68		9.00		9.00		10.57

Index Performance⁶(Average Annual Total Returns)


	Barclays Capital		Barclays Capital Long (22+)
	Municipal Bond Index		Municipal Bond Index
Six Months	5.00	%	1.63	%
One Year	2.27		-4.50
Five Years	3.21		1.76
Ten Years	4.60		4.00
Lipper Averages⁷(Average Annual Total Returns)
Lipper General Municipal Debt Funds Classification
Six Months			0.60	%
One Year			-3.31
Five Years			1.23
Ten Years			2.92

Past performance is no guarantee of future results. Returns are historical and are
calculated by determining the percentage change in net asset value or offering
price (as applicable) with all distributions reinvested. Investment return and
principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Performance is for the stated time period
only; due to market volatility, the Fund’s current performance may be lower or
higher than the quoted return. For performance as of the most recent month end,
please refer to www.eatonvance.com.

¹Average Annual Total Returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, the returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC Average Annual Total Returns for Class B reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC Average Annual Total Returns for Class C reflect a 1% CDSC for the first year. Class I shares are offered to certain investors at net asset value. ²Source: Prospectus dated 2/1/09. Includes interest expense of 0.46% relating to the Fund’s liability with respect to floating rate notes held by third parties in conj unction with inverse floater securities transactions by the Fund. The Fund also records offsetting interest income relating to the municipal obligations underlying such transactions, and, as a result, net asset value and performance have not been affected by this expense. ³The Fund's distribution rate represents actual distributions paid to shareholders and is calculated by dividing the last distribution per share (annualized) by the net asset value. ⁴Taxable-equivalent figures assume a maximum 35.00% federal income tax rate. A lower tax rate would result in lower tax-equivalent figures. ⁵The Fund's SEC yield is calculated by dividing the net investment income per share for the 30-day period by the offering price at the end of the period and annuali zing the result. ⁶It is not possible to invest directly in an Index. The Indices’ total returns do not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. Index performance is available as of month end only. ⁷The Lipper Averages are the average annual total returns, at net asset value, of the funds that are in the same Lipper Classification as the Fund. It is not possible to invest in a Lipper Classification. Lipper Classifications may include insured and uninsured funds, as well as leveraged and unleveraged funds. The Lipper General Municipal Debt Funds Classification contained 246, 240, 205 and 157 funds for the 6-month, 1-year, 5-year and 10-year time periods, respectively. Lipper Averages are available as of month end only.

Eaton Vance National Municipals Fund as of March 31, 2009

PORTFOLIO COMPOSITION

Rating Distribution*¹

By total investments

Fund Statistics²

The rating distribution presented above includes the ratings of securities held by spe- cial purpose vehicles in which the Fund holds a residual interest. See Note 1I to the Fund's financial statements. Absent such securities, the Fund's rating distribution at 3/31/09, is as follows, and the average rating is AA-.


AAA	29.8	%	BB	0.2	%
AA	39.2	%	B	2.8	%
A	17.1	%	Not Rated	4.0	%
BBB	6.9	%


• Number of Issues:		332
• Average Maturity:		26.8 years
• Average Effective Maturity:		25.1 years
• Average Call Protection:		11.3 years
• Average Dollar Price:	$	79.47
• TOB Leverage³:		13.8%

²Fund holdings information excludes securities held by special purpose vehicles in which the Fund holds a residual interest. See Note 1I to the Fund’s financial statements.

³See Note 1l to the Fund’s financial statements. Tender option bonds (TOBs) are a form of investment leverage that create an opportunity for increased income but, at the same time, create special risks (including the likelihood of greater volatility of net asset value). TOB leverage represents the amount of TOB Floating Rate Notes outstanding at 3/31/09 as a percentage of the Fund’s net assets plus Floating Rate Notes. Floating Rate Notes reflect the effect of TOBs purchased in secondary market transactions.

Eaton Vance National Municipals Fund as of September 30, 2008

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

The investment objective of Eaton Vance National Municipals Fund (the “Fund”) is to provide current income exempt from regular federal income tax. The Fund primar ily invests in investment-grade municipal obligations but may also invest in lower-rated municipal obligations.

Economic and Market Conditions

Economic growth in the third quarter of 2008 retracted 0.3%, down from a positive second quarter growth rate of 2.8%, according to preliminary data released by the U.S. Department of Commerce. Most of the major Gross Domestic Product (GDP) components led to the decline; however, most influential was a sharp downturn in personal consumption expenditures by consumers. While high commodity prices began to mitigate over the quarter, management believes consumers con-tinued to pare costs as they remained cautious of what increasingly has become a weaker economic environment. Rising unemployment levels, now at a five-year high, combined with the fading effect of government economic stimulus checks, have led to constrained personal consumption and overall economic contraction for the quarter. The housing market continues to w eigh on the economy, with new home sales continuing to fall and existing home sales beginning to stabilize only as cautious buyers begin to see value in di stressed pric-ing. Low home prices continue to pressure consumers and banks, causing increased bank foreclosures and more mark-to-market write downs of mortgage-backed securities at commercial banks and financial institutions.

During the year ended September 30, 2008, the capital markets have experienced historic events resulting in unprecedented volatility. During the second week of September 2008, the federal government took control of federally-chartered mortgage giants Fannie Mae and Freddie Mac. The following week, Lehman Brothers filed for bankruptcy protection and Merrill Lynch was acquired by Bank of America. Later in the month, Goldman Sachs and Morgan Stanley petitio ned the Federal Reserve (the “Fed”) to become bank holding companies. These actions, in conjunction with Bear

Stearns’ acquisition by JP Morgan in March 2008, dras-tically redefined the Wall Street landscape. In addition to the independent Wall Street brokerages, the bank-ing sector was shaken by the failure of Washington Mutual and the sale of Wachovia. In the insurance sector, the federal government provided an $85 billion loan to help stabilize American International Group, Inc. (AIG). Finally, the U.S. Congress approved a $700 billion program authorizing the federal government to purchase troubled assets from financial institutions. During the year ended September 30, 2008, the Fed left rates unchanged at its June, August and September 2008 meetings after lowering the Federal Funds rate to 2.0% from 5.25% between August 2007 and May 2008. In addition to its interest rate policy, the Fed has also taken extraordinary ac tion through a variety of innovative lending techniques in an attempt to facilitate an easing of the credit crisis.

Management Discussion

The Fund invests primarily in bonds with stated matur-ities of 10 years or longer at the time of investment, as longer-maturity bonds historically have provided greater tax-exempt income for investors than shorter-maturity bonds.

Relative to its primary benchmark, the Lehman Brothers Municipal Bond Index¹(the “Index”) – a broad-based, unmanaged index of municipal bonds – the Fund underperformed for the year ended September 30, 2008. As a result of an active management style that focuses on income and longer call protection, the Fund generally holds longer-maturity bonds. Management believes that much of the Fund’s underperformance can be attributed to the shift of investors’ capital into shorter-maturity bonds, a result of the broader-based credit crisis that has rattled the fixed-income markets since August 2007. This under-performance was magnified by the Fund’s investment in tender option bonds (TOBs).²The move to shorter-term investments was originally driven by uncertainty surrounding financial companies’ e xposure to subprime mortgage-backed debt but later spread to the municipal market when major municipal bond insurers suffered rating downgrades due to their exposure to mortgage-related structured products.

¹It is not possible to invest directly in an Index. The Index’s total return does not reflect expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index.

²TOBs are a form of investment leverage that create an opportunity for increased income but, at the same time, create special risks (including the likelihood of greater volatility of net asset value).

Past performance is no guarantee of future results.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for the fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Eaton Vance National Municipals Fund as of September 30, 2008

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

The ratio of yields on current coupon AAA-rated insured bonds to the yield on 30-year Treasury bonds was 124.1% as of September 30, 2008, with many indi-vidual bonds trading higher than that.¹Manage ment believes that this was the result of dislocation in the fixed-income marketplace caused by fears of the broader credit crisis, insurance companies’ mark-to-market risks and the decentralized nature of the municipal marketplace. Historically, this is a rare occurrence in the municipal bond market and is generally considered a signal that municipal bonds are significantly undervalued relative to taxable Treasury bonds.

Against this backdrop, management continues to manage all of its municipal funds with the same relative value approach that it has traditionally employed –maintaining a long-term perspective when markets exhibit extreme short-term volatility. We believe this approach has provided excellent long-term benefits to our investors over time.

¹Source: Bloomberg L.P. Yields are a compilation of a representative variety of general obligations and are not necessarily representative of a Fund’s yield.

Eaton Vance National Municipals Fund as of September 30, 2008

PERFORMANCE INFORMATION AND PORTFOLIO COMPOSITION

The line graph and table set forth below provide information about the Fund’s performance. The line graph compares the performance of Class B of the Fund with that of the Lehman Brothers Municipal Bond Index, an unmanaged index of municipal bonds, and the Lehman Brothers Municipal Bond Long 22+ Index, the long bond component of the Lehman Brothers Municipal Bond Index. The lines on the graph represent the total returns of a hypothetical investment of $10,000 in each of Class B, the Lehman Brothers Municipal Bond Index and the Lehman Brothers Municipal Bond Long 22+ Index. The table includes the total returns of each Class of the Fund at net asset value and maximum public offering price. The performance presented below does not reflect the deduction of taxes, if any, that a shareholder would pay on distributions or redemptions of Fund shares.


Fund Performance¹			Class A		Class B		Class C		Class I
Share Class Symbol			EANAX		EVHMX		ECHMX		EIHMX
Average Annual Total Returns (at net asset value)
One Year			-17.03	%	-17.69	%	-17.69	%	-16.81	%
Five Years			1.48		0.79		0.74		1.72
Ten Years			3.04		2.44		2.26		N.A.
Life of Fund^†			5.18		5.38		3.59		3.90
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year			-20.95	%	-21.63	%	-18.47	%	-16.81	%
Five Years			0.50		0.47		0.74		1.72
Ten Years			2.54		2.44		2.26		N.A.
Life of Fund^†			4.83		5.38		3.59		3.90
^†Inception Dates – Class A: 4/5/94; Class B: 12/19/85; Class C: 12/3/93; Class I: 7/1/99

Total Annual
Operating Expenses²			Class A		Class B Class C				Class I

Expense Ratio			1.26	%	2.01	%	2.01	%	1.01	%

Distribution Rates/Yields			Class A		Class B		Class C		Class I

Distribution Rate³			6.03	%	5.18	%	5.18	%	6.30	%
Taxable-Equivalent Distribution Rate^3,4			9.28		7.97		7.97		9.69
SEC 30-day Yield⁵			5.56		5.02		5.02		6.08
Taxable-Equivalent SEC 30-day Yield^4,5			8.55		7.72		7.72		9.35

Index Performance⁶(Average Annual Total Returns)
	Lehman Brothers				Lehman Brothers Municipal
	Municipal Bond Index				Bond Long 22+ Index
One Year	-1.87	%					-9.55	%
Five Years	2.84						2.46
Ten Years	4.24						3.95
Lipper Averages⁷
Lipper General Municipal Debt Funds Classification – Average Annual Total Returns
One Year			-4.83			%
Five Years			1.73
Ten Years			2.98

Portfolio Manager: Thomas M. Metzold, CFA

Comparison of Change in Value of a $10,000 Investment in Eaton Vance National Municipals Fund Class B vs. the Lehman Brothers Municipal Bond Index and the Lehman Brothers Municipal Bond Long 22+ Index*

*Source: Lipper, Inc. and Morningstar, Inc.

A $10,000 hypothetical investment at net asset value in Class A and Class C on 9/30/98 and Class I on 7/1/99 (commencement of operations), would have been valued at $13,499 ($12,858 at the maximum offering price), $12,507 and $14,251, respectively, on 9/30/08. It is not possible to invest directly in an Index. The Indices’ total returns do not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

¹Average annual total returns do not include the 4.75% maximum sales charge for Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. If sales charges were deducted, returns would be lower. SEC Average Annual Total Returns for Class A reflect the maximum 4.75% sales charge. SEC Average Annual Total Returns for Class B reflect the applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC Average Annual Total Returns for Class C reflect a 1% CDSC for the first year. Class I shares are not subject to a sales charge. ²Source: Prospectus dated 2/1/08. Includes interest expense of 0.62% relating to the Fund's liability with respect to floating rate notes held by third parties in conjunction with inverse floate r securities transactions by the Fund. The Fund also records offsetting interest income relating to the municipal obligations underlying such transactions, and, as a result, net asset value and performance have not been affected by this expense. ³The Fund's distribution rate represents actual distributions paid to shareholders and is calculated by dividing the last distribution per share (annualized) by the net asset value. ⁴Taxable-equivalent figures assume a maximum 35.00% federal income tax rate. A lower tax rate would result in lower tax-equivalent figures. ⁵The Fund's SEC yield is calculated by dividing the net investment income per share for the 30-day period by the offering price at the end of the period and annualizing the result. ⁶It is not possible to invest directly in an Index. The Indices’ total returns do not reflect the expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. Index performance is available as of month end only. ⁷The Lipper Averages are the average annual total returns, at net asset value, of the funds that are in the same Lipper Classification as the Fund. It is not possible to invest in a Lipper Classification. Lipper Classifications may include insured and uninsured funds, as well as leveraged and unleveraged funds. The Lipper General Municipal Debt Funds Classification contained 232, 204 and 149 funds for the 1-year, 5-year and 10-year periods, respectively. Lipper Averages are available as of month end only.

Eaton Vance National Municipals Fund as of September 30, 2008

PERFORMANCE INFORMATION AND PORTFOLIO COMPOSITION

Rating Distribution*¹

By total investments

*The rating distribution presented above includes the ratings of securities held by special purpose vehicles in which the Fund holds a residual interest. See Note 1I to the Fund's financial statements. Absent such securities, the Fund's rating distribution at September 30, 2008 is as follows, and the average rating is AA-:


AAA	28.2	%	BB	0.3	%
AA	39.7	%	B	3.5	%
A	15.1	%	CCC	0.1	%
BBB	7.4	%	Non-Rated	5.7	%


Fund Statistics²

•	Number of Issues:		272
•	Average Maturity:		27.7 years
•	Average Effective Maturity:		27.3 years
•	Average Call Protection:		11.5 years
•	Average Dollar Price:	$	79.30
•	TOB Leverage³:		17.0%

¹Rating Distribution is determined by dividing the total market value of the issues by the total investments of the Fund. Although the investment adviser considers ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular security or the issuer's current financial condition. ²Fund holdings information excludes securities held by special purpose vehicles in which the Fund holds a residual interest. See Note 1I to the Fund's financial statements. ³See Note 1I to the Fund’s financial statements. T ender option bond (TOB) leverage represents the amount of TOB Floating Rate Notes outstanding at 9/30/08 as a percentage of the Fund’s net assets plus Floating Rate Notes. Floating Rate Notes reflect adjustments for executed but unsettled TOB transactions and the effect of TOBs purchased in secondary market transactions.

APPENDIX C

OUTSTANDING SHARES AND 5% HOLDERS

Shareholders are entitled to the number of votes equal to the number of shares held by such shareholder. As of the Record Date, the number of shares outstanding follows:


Class A shares	Class B shares	Class C shares	Class I shares
HI Fund			n/a
MS Fund			n/a
WV Fund			n/a
National Fund

National Fund shareholders are not voting on the proposal.

As of the Record Date, the following person(s) held the share percentage of HI Fund, MS Fund and WV Fund, respectively, as indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:


HI Fund	Class A shares
	Class B shares
	Class C shares
MS Fund	Class A shares
	Class B shares
	Class C shares
WV Fund	Class A shares
	Class B shares
	Class C shares

Assuming the Reorganization was consummated on the Record Date, such persons would hold the following share percentages in the combined fund:

Class A shares

Class B shares

Class C shares

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As of the Record Date, the following person(s) held the share percentage of National Fund indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Class A shares

Class B shares

Class C shares

Class I shares

Assuming the Reorganization was consummated on the Record Date, such persons would hold the following share percentages in the combined fund:

Class A shares

Class B shares

Class C shares

Class I shares

As of July 17, 2009, to the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of HI Fund, MS Fund, WV Fund or National Fund. The Trustees and officers of the Trust individually and as a group owned beneficially less than 1% of the outstanding shares of each Fund as of that date.

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EATON VANCE MUNICIPALS TRUST
Eaton Vance National Municipals Fund

Two International Place
Boston, Massachusetts 02110

STATEMENT OF ADDITIONAL INFORMATION
DATED JULY 24, 2009

This Statement of Additional Information (“SAI”) relates specifically to the reorganization of Eaton Vance Hawaii Municipals Fund (“Hawaii Fund”), Eaton Vance Mississippi Municipals Fund (“Mississippi Fund”) and Eaton Vance West Virginia Municipals Fund (“West Virginia Fund”) (collectively referred to herein as the “Acquired Funds”) into Eaton Vance National Municipals Fund (“National Fund”), whereby the Acquired Funds will transfer substantially all of their assets to National Fund, and shareholders in each Acquired Fund will receive shares of National Fund, in exchange for their Acquired Fund shares, respectively. This SAI consists of the information set forth herein and the following described documents, each of which is incorporated by reference herein (legally forms a part of the SAI):

(1)	The audited financial statements of (a) Hawaii Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended January 31, 2009, previously filed on EDGAR, Accession Number 0000950135-09-002449, (b) Mississippi Fund and West Virginia Fund included in the Annual Report to Shareholders of the Funds for the fiscal year ended September 30, 2008, previously filed on EDGAR, Accession Number 0001104659-08-073448 and (c) National Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended September 30, 2008, previously filed on EDGAR, Accession Number 0001104659-08-073448.

(2)	The unaudited financial statements of (a) Mississippi Fund and West Virginia Fund included in the Semiannual Report to Shareholders of the Funds for the fiscal period ended March 31, 2009, previously filed on EDGAR, Accession Number 0000950135-09-004300 and (b) National Fund included in the Semiannual Report to Shareholders of the Fund for the fiscal period ended March 31, 2009, previously filed on EDGAR, Accession Number 0000950135-09-004300.

(3)	The Statement of Additional Information of Hawaii Fund, dated June 1, 2009, previously filed on EDGAR, Accession Number 0000940394-09-000411.

(4)	The Statement of Additional Information of Mississippi Fund and West Virginia Fund, dated February 1, 2009, previously filed on EDGAR, Accession Number 0000940394-09-000058.

(5)	The Statement of Additional Information of National Municipals Fund dated February 1, 2009, previously filed on EDGAR, Accession Number 0000940394-09-000058.

This SAI is not a prospectus and should be read only in conjunction with the Proxy Statement/Prospectus dated July 24, 2009 relating to the above-referenced matter. A copy of the Proxy Statement/ Prospectus may be obtained by calling Eaton Vance Distributors, Inc. at (800) 262-1122.

Pro Forma Financial Statements

Because the net asset value of the Acquired Funds, both separately and in the aggregate, is less than 10 percent of the net asset value of National Fund as of May 31, 2009, no pro forma financial statements are required or provided per Rule 11-01 of Regulation S-X.

PART C

OTHER INFORMATION

Item 15. Indemnification

Article IV of the Registrant’s Amended and Restated Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XI 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 agreements of the Registrant provide 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 distribution agreements of the Registrant also provide for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.


Item 16.		Exhibits

(1)	(a)	Amended and Restated Declaration of Trust of Eaton Vance Municipals Trust dated
		January 11, 1993, filed as Exhibit (1)(a) to Post-Effective Amendment No. 55 filed
		September 15, 1995 (Accession No. 0000950156-95-000695) and incorporated
		herein by reference. As used herein, references to Post-Effective Amendments are
		to post-effective amendments to the Registrant’s registration statement on Form N-
		1A.

	(b)	Amendment dated June 23, 1997 to the Declaration of Trust filed as Exhibit (1)(b)
		to Post-Effective Amendment No. 67 filed July 3, 1997 (Accession No.
0000950156-97-000565) and incorporated herein by reference.

	(c)	Amendment dated August 11, 2008 to the Declaration of Trust filed as Exhibit
		(a)(3) to Post-Effective Amendment No. 115 filed November 24, 2008 (Accession
		No. 0000940394-08-001475) and incorporated herein by reference.

	(d)	Amended and Restated Establishment and Designation of Series of Shares of
		Beneficial Interest, Without Par Value, effective November 24, 2008 filed as
		Exhibit (a)(4) to Post-Effective Amendment No. 115 filed November 24, 2008
		(Accession No. 0000940394-08-001475) and incorporated herein by reference.

(2)	(a)	By-Laws as amended October 21, 1987 filed as Exhibit (2)(a) to Post-Effective
		Amendment No. 55 filed September 15, 1995 (Accession No. 0000950156-95-
		000695) and incorporated herein by reference.

C-1


(2)	(b)	Amendment to By-Laws dated December 13, 1993 filed as Exhibit (2)(b) to Post-
		Effective Amendment No. 55 filed September 15, 1995 (Accession No.
0000950156-95-000695) and incorporated herein by reference.

	(c)	Amendment to By-Laws dated June 18, 2002 filed as Exhibit (b)(3) to Post-
		Effective Amendment No. 89 filed November 26, 2002 (Accession No.
0000940394-02-000685) and incorporated herein by reference.

	(d)	Amendment to By-Laws dated February 7, 2005 filed as Exhibit (b)(4) to Post-
		Effective Amendment No. 99 filed March 2, 2005 (Accession No. 0000940394-05-
		000247) and incorporated herein by reference.

	(e)	Amendment to By-Laws dated December 11, 2006 filed as Exhibit (b)(5) to Post-
		Effective Amendment No. 107 filed January 3, 2007 (Accession No. 0000940394-
		07-000005) and incorporated herein by reference.

	(f)	Amendment to By-Laws dated August 11, 2008 filed as Exhibit (b)(6) to Post-
		Effective Amendment No. 115 filed November 24, 2008 (Accession No.
0000940394-08-001475) and incorporated herein by reference.

(3)		Voting Trust Agreement. – not applicable.

(4)		Form of Agreement and Plan of Reorganization – filed as Appendix A to the Proxy
		Statement/Prospectus.

(5)		Shareholders rights are set forth in the Registrant’s Amended and Restated
		Declaration of Trust and By-Laws referenced in Items 16(1) and 16(2) above.

(6)	(a)	Form of Investment Advisory Agreement with Boston Management and Research
		for Eaton Vance Alabama Municipals Fund, Eaton Vance Arizona Municipals
		Fund, Eaton Vance Arkansas Municipals Fund, Eaton Vance Colorado Municipals
		Fund, Eaton Vance Connecticut Municipals Fund, Eaton Vance Florida Municipals
		Fund, Eaton Vance Georgia Municipals Fund, Eaton Vance Kentucky Municipals
		Fund, Eaton Vance Louisiana Municipals Fund, Eaton Vance Maryland Municipals
		Fund, Eaton Vance Massachusetts Municipals Fund, Eaton Vance Michigan
		Municipals Fund, Eaton Vance Minnesota Municipals Fund, Eaton Vance
		Mississippi Municipals Fund, Eaton Vance Missouri Municipals Fund, Eaton Vance
		New Jersey Municipals Fund, Eaton Vance New York Municipals Fund, Eaton
		Vance North Carolina Municipals Fund, Eaton Vance Ohio Municipals Fund, Eaton
		Vance Oregon Municipals Fund, Eaton Vance Pennsylvania Municipals Fund,
		Eaton Vance Rhode Island Municipals Fund, Eaton Vance South Carolina
		Municipals Fund, Eaton Vance Tennessee Municipals Fund, Eaton Vance Virginia
		Municipals Fund and Eaton Vance West Virginia Municipals Fund filed as Exhibit
		(d)(1) to Post-Effective Amendment No. 96 filed November 24, 2004 (Accession
		No. 0000940394-04-001055) and incorporated herein by reference.

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(6)	(b)	Form of Investment Advisory Agreement with Boston Management and Research
		for Eaton Vance California Municipals Fund and Eaton Vance National Municipals
		Fund filed as Exhibit (d)(2) to Post-Effective Amendment No. 96 filed November
		24, 2004 (Accession No. 0000940394-04-001055) and incorporated herein by
		reference.

(7)	(a)	(i)	Distribution Agreement between Eaton Vance Municipals Trust and Eaton
			Vance Distributors, Inc. effective June 23, 1997 with attached Schedule A
			effective June 23, 1997 filed as Exhibit (6)(a)(7) to Post-Effective
			Amendment No. 67 filed July 29, 1997 (Accession No. 0000950156-97-
			000592) and incorporated herein by reference.

	(b)	(ii)	Amended Schedule A to Distribution Agreement dated August 6, 2007 filed
			as Exhibit (e)(1)(b) to Post-Effective Amendment No. 111 filed October 4,
			2007 (Accession No. 0000940394-07-001184) and incorporated herein by
			reference.

	(c)	Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized
		Dealers filed as Exhibit (e)(2) to Post-Effective Amendment No. 85 of Eaton Vance
		Special Investment Trust (File Nos. 2-27962, 811-01545) filed April 26, 2007
		(Accession No. 0000940394-07-000430) and incorporated herein by reference.

(8)		The Securities and Exchange Commission has granted the Registrant an exemptive
		order that permits the Registrant to enter into deferred compensation arrangements
		with its independent Trustees. See in the Matter of Capital Exchange Fund, Inc.,
		Release No. IC-20671 (November 1, 1994).

(9)	(a)	Custodian Agreement with Investors Bank & Trust Company dated October 15,
		1992 filed as Exhibit (8) to Post-Effective Amendment No. 55 filed September 15,
		1995 (Accession No. 0000950156-95-000695) and incorporated herein by
		reference.

	(b)	Amendment to Custodian Agreement with Investors Bank & Trust Company dated
		October 23, 1995 filed as Exhibit (8)(b) to Post-Effective Amendment No. 57 filed
		November 15, 1995 (Accession No. 0000950156-95-000806) and incorporated
		herein by reference.

	(c)	Amendment to Master Custodian Agreement with Investors Bank & Trust Company
		dated December 21, 1998 filed as Exhibit (g)(3) to Post-Effective Amendment No.
		78 filed January 25, 1999 (Accession No. 0000950156-99-000050) and
		incorporated herein by reference.

	(d)	Extension Agreement dated August 31, 2005 to Master Custodian Agreement with
		Investors Bank & Trust Company filed as Exhibit (j)(2) to Pre-Effective
		Amendment No. 2 of Eaton Vance Tax-Managed Global Buy-Write Opportunities
		Fund N-2 (File Nos. 333-123961, 811-21745) filed September 26, 2005 (Accession
		No. 0000940394-05-005528) and incorporated herein by reference.

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(9)	(e)	Delegation Agreement dated December 11, 2000 with Investors Bank & Trust
		Company filed as Exhibit (j)(e) to the Eaton Vance Prime Rate Reserves N-2,
		Amendment No. 5 (File Nos. 333-32276, 811-05808) filed April 3, 2001 (Accession
		No. 0000940394-01-500125) and incorporated herein by reference.

(10)	(a)	Eaton Vance Municipals Trust Class A Distribution Plan adopted June 23, 1997 and
		amended April 24, 2006 with attached Schedule A filed as Exhibit (m)(1) to Post-
		Effective Amendment No. 106 filed November 28, 2006 (Accession No.
0000940394-06-000888) and incorporated herein by reference.

	(b)	Eaton Vance Municipals Trust Class B Distribution Plan adopted June 23, 1997
		with attached Schedule A effective June 23, 1997 filed as Exhibit (15)(b) to Post-
		Effective Amendment No. 69 filed September 29, 1997 (Accession No.
0000950156-97-000827) and incorporated herein by reference.

	(c)	(i)	Eaton Vance Municipals Trust Class C Distribution Plan adopted June 23,
			1997 with attached Schedule A effective June 23, 1997 filed as Exhibit
			(15)(c) to Post-Effective Amendment No. 69 filed September 29, 1997
			(Accession No. 0000950156-97-000827) and incorporated herein by
			reference.

		(ii)	Amended Schedule A to Class C Distribution Plan dated August 6, 2007 filed
			as Exhibit (m)(3)(b) to Post-Effective Amendment No. 111 filed October 4,
			2007 (Accession No. 0000940394-07-001185) and incorporated herein by
			reference.

	(d)	(i)	Amended and Restated Multiple Class Plan for Eaton Vance Funds dated
			August 6, 2007 filed as Exhibit (n) to Post-Effective Amendment No. 128 of
			Eaton Vance Mutual Funds Trust (File Nos. 02-90946, 811-4015) (Accession
			No. 0000940394-07-000956) filed August 10, 2007 and incorporated herein
			by reference.

		(ii)	Schedule A effective June 15, 2009 to Amended and Restated Multiple Class
			Plan for Eaton Vance Funds dated August 6, 2007 filed herewith.

		(iii)	Schedule B effective June 15, 2009 to Amended and Restated Multiple Class
			Plan for Eaton Vance Funds dated August 6, 2007 filed herewith.

		(iv)	Schedule C effective June 15, 2009 to Amended and Restated Multiple Class
			Plan for Eaton Vance Funds dated August 6, 2007 filed herewith.

(11)		Opinion and Consent of Counsel as to legality of securities being registered by
		Registrant filed herewith.

(12)		Opinion of K&L Gates LLP regarding certain tax matters and consequences to
		shareholders discussed in the Proxy Statement/ Prospectus – to be filed by
		amendment.

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(13)	(a)	(i)	Amended Administrative Services Agreement between Eaton Vance
			Municipals Trust (on behalf of each of its series) and Eaton Vance
			Management with attached schedules (including Amended Schedule A dated
			September 29, 1995) filed as Exhibit (9)(a) to Post-Effective Amendment
			No. 55 filed September 15, 1995 (Accession No. 0000950156-95-000695)
			and incorporated herein by reference.

		(ii)	Amendment to Schedule A dated June 23, 1997 to the Amended
			Administrative Services Agreement dated June 19, 1995 filed as Exhibit
			(9)(a)(2) to Post-Effective Amendment No. 67 filed July 3, 1997 (Accession
			No. 0000950156-95-000565) and incorporated herein by reference.

	(b)	Transfer Agency Agreement dated as of August 1, 2008 between PNC Global
		Investment Servicing Inc. and Eaton Vance Management filed as Exhibit (h)(1) to
		Post-Effective Amendment No. 70 of Eaton Vance Series Trust II (File Nos. 02-
		42722, 811-02258) filed October 27, 2008 (Accession No. 0000940394-08-001324)
		and incorporated herein by reference.

	(c)	Sub-Transfer Agency Services Agreement effective August 1, 2005 between PFPC
		Inc. and Eaton Vance Management filed as Exhibit (h)(4) to Post-Effective
		Amendment No. 109 of Eaton Vance Mutual Funds Trust (File Nos. 02-90946, 811
		04015) filed August 25, 2005 (Accession No. 0000940394-05-000983) and
		incorporated herein by reference.

(14)	(a)	Consent of Independent Registered Public Accounting Firm regarding financial
		statements of Registrant filed herewith.

	(b)	Consent of Independent Registered Public Accounting Firm regarding financial
		statements of Eaton Vance Municipals Trust II herewith.

(15)		Omitted Financial Statements – not applicable

(16)	(a)	Powers of Attorney for Eaton Vance Municipals Trust dated November 1, 2005
		filed as Exhibit (q) to Post-Effective Amendment No. 102 filed November 29, 2005
		(Accession No. 0000940394-05-001357) and incorporated herein by reference.

	(b)	Power of Attorney for the Treasurer and Principal Financial and Accounting Officer
		of Eaton Vance Municipals Trust dated January 25, 2006 filed as Exhibit (q)(2) to
		Post-Effective Amendment No. 104 filed January 31, 2006 (Accession No.
0000940394-06-000148) and incorporated herein by reference.

	(c)	Powers of Attorney for Eaton Vance Municipals Trust dated April 23, 2007 filed as
		Exhibit (q)(3) to Post-Effective Amendment No. 111 filed October 4, 2007
		(Accession No. 0000940394-07-001184) and incorporated herein by reference.

	(d)	Power of Attorney for Eaton Vance Municipals Trust dated January 1, 2008 filed as
		Exhibit (q)(4) to Post-Effective Amendment No. 113 filed January 25, 2008
		(Accession No. 0000940394-08-000065) and incorporated herein by reference.

	(e)	Power of Attorney for Eaton Vance Municipals Trust dated November 17, 2008
		filed as Exhibit (q)(5) to Post-Effective Amendment No. 116 filed December 24,
		2008 (Accession No. 0000940394-08-001623) and incorporated herein by
		reference.

C-5


(17)	(a)	(i)	Prospectus and Statement of Additional Information, each dated June 1,
			2009, of the Eaton Vance Hawaii Municipals Fund filed herewith.

		(ii)	Prospectus and Statement of Additional Information, as supplemented, each
			dated February 1, 2009, of Eaton Vance Mississippi Municipals Fund and
			Eaton Vance West Virginia Municipals Fund filed herewith.

		(iii)	Prospectus and Statement of Additional Information, each dated February 1,
			2009, of Eaton Vance National Municipals Fund filed herewith.

	(b)	(i)	Eaton Vance Hawaii Municipals Fund Annual Report to Shareholders for the
			period ended January 31, 2009 filed herewith.

		(ii)	Eaton Vance Mississippi Municipals Fund and Eaton Vance West Virginia
			Municipals Fund Annual Report to Shareholders for the period ended
			September 30, 2008 filed herewith.

	(b)	(iii)	Eaton Vance National Municipals Fund Annual Report to Shareholders for
			the period ended September 30, 2008 filed herewith.

	(c)	(i)	Eaton Vance Mississippi Municipals Fund and Eaton Vance West Virginia
			Municipals Fund Semiannual Report to Shareholders for the period ended
			March 31, 2009 filed herewith.

		(ii)	Eaton Vance National Municipals Fund Semiannual Report to Shareholders
for the period ended March 31, 2009 filed herewith.

	(d)	Form of Proxy Cards filed herewith.

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 (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the 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.

(3) The undersigned Registrant agrees to file by post-effective amendment, an opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion.

C-6

SIGNATURES

As required by the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement has been signed on behalf of the Registrant, in the City of Boston, and the Commonwealth of Massachusetts, on the 22nd day of June, 2009.

EATON VANCE MUNICIPALS TRUST

/s/ Robert B. MacIntosh

Robert B. MacIntosh

President

Pursuant to the requirements of Section 6(a) of the 1933 Act, this Registration Statement has been signed below by the Registrant’s Principal Executive Officer, Principal Financial and Accounting Officer and a majority of its Trustees on the date indicated:


Signatures	Title	Date
/s/ Robert B. MacIntosh
Robert B. MacIntosh	President (Chief Executive Officer)	June 22, 2009

/s/ Barbara E. Campbell	Treasurer (and Principal Financial
Barbara E. Campbell	and Accounting Officer	June 22, 2009

Benjamin C. Esty*
Benjamin C. Esty	Trustee	June 22, 2009

/s/ Thomas E. Faust Jr.
Thomas E. Faust Jr.	Trustee	June 22, 2009

Allen R. Freedman*
Allen R. Freedman	Trustee	June 22, 2009

William H. Park*
William H. Park	Trustee	June 22, 2009

Ronald A. Pearlman*
Ronald A. Pearlman	Trustee	June 22, 2009

Helen Frame Peters*
Helen Frame Peters	Trustee	June 22, 2009

Heidi L. Steiger*
Heidi L. Steiger	Trustee	June 22, 2009

Lynn A. Stout*
Lynn A. Stout	Trustee	June 22, 2009

Ralph F. Verni*
Ralph F. Verni	Trustee	June 22, 2009

* By: /s/ Maureen A. Gemma
Maureen A. Gemma
(As Attorney-in-fact)

EXHIBIT INDEX

The following exhibits are filed as a part of this Registration Statement:


Exhibit Number			Description

(10)	(d)	(ii)	Schedule A effective June 15, 2009 to Amended and Restated Multiple Class Plan for
			Eaton Vance Funds dated August 6, 2007

		(iii)	Schedule B effective June 15, 2009 to Amended and Restated Multiple Class Plan for
			Eaton Vance Funds dated August 6, 2007

		(iv)	Schedule C effective June 15, 2009 to Amended and Restated Multiple Class Plan for
			Eaton Vance Funds dated August 6, 2007

(11)			Opinion and Consent of Counsel as to legality of securities being registered by
			Registrant

(14)	(a)		Consent of Independent Registered Public Accounting Firm regarding financial
			statements of the Registrant

	(b)		Consent of Independent Registered Public Accounting Firm regarding financial
			statements of Eaton Vance Municipals Trust II

(17)	(a)	(i)	Prospectus and Statement of Additional Information, each dated June 1, 2009, of the
			Eaton Vance Hawaii Municipals Fund

		(ii)	Prospectus and Statement of Additional Information, as supplemented, each dated
			February 1, 2009, of Eaton Vance Mississippi Municipals Fund and Eaton Vance West
			Virginia Municipals Fund

		(iii)	Prospectus and Statement of Additional Information, each dated February 1, 2009, of
			Eaton Vance National Municipals Fund

	(b)	(i)	Eaton Vance Hawaii Municipals Fund Annual Report to Shareholders for the period
			ended January 31, 2009

		(ii)	Eaton Vance Mississippi Municipals Fund and Eaton Vance West Virginia Municipals
			Fund Annual Report to Shareholders for the period ended September 30, 2008

		(iii)	Eaton Vance National Municipals Fund Annual Report to Shareholders for the period
			ended September 30, 2008

	(c)	(i)	Eaton Vance Mississippi Municipals Fund and Eaton Vance West Virginia Municipals
			Fund Semiannual Report to Shareholders for the period ended March 31, 2009

		(ii)	Eaton Vance National Municipals Fund Semiannual Report to Shareholders for the
			period ended March 31, 2009

	(d)		Form of Proxy Cards

Eaton Vance Municipals Trust N-14Registration statement for investment companies business combination