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

As filed with the Securities and Exchange Commission on April 26, 2011

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 Municipal Income 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 MICHIGAN MUNICIPAL INCOME FUND
EATON VANCE RHODE ISLAND MUNICIPAL INCOME FUND
Two International Place
Boston, Massachusetts 02110

May __, 2011

Dear Shareholder:

We cordially invite you to attend a joint Special Meeting of Shareholders of Eaton Vance Michigan Municipal Income Fund (the “MI Fund”) and Eaton Vance Rhode Island Municipal Income Fund (the “RI Fund”)(together, the “Acquired Funds”) on July 1, 2011 to consider a proposal to approve an Agreement and Plan of Reorganization to convert shares of the Acquired Funds into corresponding shares of Eaton Vance National Municipal Income Fund (the “National Fund”) (the “Reorganization). The Funds are each a series of Eaton Vance Municipals Trust.

The investment objective of each Fund is to provide current income exempt from regular federal income tax and, in the case of the Acquired Funds, from particular state and local income or other taxes. Each Fund has similar investment policies and restrictions. 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 Acquired Funds if the Acquired 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 higher yield and distribution rate and a lower expense ratio.

We realize that most shareholders will not be able to attend the meeting and vote their shares in person. However, each Acquired Fund does need your vote. You can vote by mail or by telephone, 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 Acquired 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,

/s/ Thomas M. Metzold

Thomas M. Metzold
President
Eaton Vance Municipals Trust

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 by following the enclosed instructions. Your vote is important whether you own a few shares or many shares.

EATON VANCE MICHIGAN MUNICIPAL INCOME FUND
EATON VANCE RHODE ISLAND MUNICIPAL INCOME FUND
Two International Place
Boston, Massachusetts 02110

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 1, 2011

A joint Special Meeting of Shareholders of Eaton Vance Michigan Municipal Income Fund and Eaton Vance Rhode Island Municipal Income Fund (together, the “Acquired Funds”) will be held at the principal office of the Acquired Funds, Two International Place, Boston, Massachusetts 02110, on Friday, July 1, 2011 at 3:30 p.m. (Eastern time), for the following purposes:

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

2.	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 (the “Trust”). The Board of Trustees of the Trust has fixed the close of business on May 20, 2011 as the record date for the determination of the shareholders of each Acquired Fund entitled to notice of, and to vote at, the joint meeting and any adjournments or postponements thereof.

By Order of the Board of Trustees,

/s/ Maureen A. Gemma

Maureen A. Gemma
Secretary
Eaton Vance Municipals Trust

May __, 2011
Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of the Acquired 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. 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 MICHIGAN MUNICIPAL INCOME FUND
EATON VANCE RHODE ISLAND MUNICIPAL INCOME FUND
By And In Exchange For Shares of
EATON VANCE NATIONAL MUNICIPAL INCOME FUND

Two International Place
Boston, Massachusetts 02110

July 1, 2011

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 Michigan Municipal Income Fund (the “MI Fund”) and the Eaton Vance Rhode Island Municipal Income Fund (the “RI Fund”) (together, the “Acquired Funds”) on July 1, 2011 at 3:30 p.m., Eastern time, at Two International Place, Boston, Massachusetts 02110. This document is both the Proxy Statement of the Acquired Funds and a Prospectus of Eaton Vance National Municipal Income Fund (the “National Fund”). The Acquired Funds and the National Fund hereinafter are sometimes referred to as a “Fund” or collectively as the “Funds.” The Funds are each a series of Eaton Vance Municipals Trust (the “Trust”). The Trust is a Massachusetts business trust registered as an open-end management investment company. 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. The proxy is solicited on behalf of the Board of Trustees of the Trust (the “Board” or “Trustees”).

This Proxy Statement/Prospectus relates to the proposed reorganization of each class of shares of each Acquired Fund into a corresponding class of shares of the National Fund (the “Reorganization”). The Form of Agreement and Plan of Reorganization for each Fund (the “Plan”) is attached as Appendix A and provides for the transfer of all of the assets and liabilities of each Acquired 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 Acquired Fund, and each Acquired Fund will be terminated. As a result, each shareholder of an Acquired Fund will receive National Fund shares equal to the value of such shareholder’s respective Acquired Fund shares, in each case calculated as of the close of regular trading on the New York Stock Exchange on the Closing date (as defined herein).

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, [D. F. King and Co., Inc., 48 Wall Street, New York, NY 10005], or by executing and delivering a later dated proxy, or by attending the joint Special Meeting and voting the shares in person. Proxies voted by telephone 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 May __, 2011. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile or electronic means.

The Trustees have fixed the close of business on May 20, 2011 as the record date (“Record Date”) for the determination of the shareholders entitled to notice of and to vote at the joint Special 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 Acquired 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 the National Fund dated February 1, 2011 (the “National Fund Prospectus”), which is incorporated by reference herein. A Statement of Additional Information dated April 25, 2011 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 MI Fund dated December 1, 2010 and the Prospectus of the RI Fund dated February 1, 2011 (the “Acquired Funds’ Prospectuses”), the Statement of Additional Information of the MI Fund dated December 1, 2010 and the Statement of Additional Information of the RI Fund dated February 1, 2011 (the “Acquired Funds’ SAIs”) and the Statement of Additional Information of the National Fund dated February 1, 2011 (the “National Fund SAI”) are on file with the SEC and are incorporated by reference into this Proxy Statement/Prospectus.

The Annual Report to Shareholders for the MI Fund (dated July 31, 2010) and RI Fund dated and National Fund (dated September 30, 2010) and the Semiannual Reports to Shareholders for the MI Fund (dated January 31, 2011) and RI Fund and the National Fund (dated March 31, 2011) 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 a.m. to 6:00 p.m. Eastern time.

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 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 Acquired 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		5
INFORMATION ABOUT THE REORGANIZATION		7
HOW DO THE BUSINESS, INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES
AND POLICIES OF THE ACQUIRED FUNDS COMPARE TO THAT OF THE NATIONAL FUND?		13
PRINCIPAL RISK FACTORS		17
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS		17
INFORMATION ABOUT THE FUNDS		18
VOTING INFORMATION		18
DISSENTERS RIGHTS		21
NATIONAL FUND FINANCIAL HIGHLIGHTS		22
MICHIGAN FUND FINANCIAL HIGHLIGHTS		27
RHODE ISLAND FUND FINANCIAL HIGHLIGHTS		29
EXPERTS		32
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 Trust have approved the Plan for each Acquired Fund, which provides for the transfer of all of the assets of the Acquired Fund to the National Fund in exchange for the issuance of National Fund shares and the assumption of the Acquired 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 the Acquired 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 Acquired Fund immediately prior to the Reorganization. Following the transfer, National Fund shares will be distributed to shareholders of the Acquired Funds and the Acquired Funds will be terminated. As a result of the Reorganization, each shareholder of the Acquired 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 Acquired Fund. At or prior to the Closing, each Acquired 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 Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”), have determined that the interests of existing shareholders of each Acquired Fund will not be diluted as a result of the transactions contemplated by the Reorganization and that the Reorganization is in the best interests of each Acquired Fund. The Trustees of Eaton Vance Municipals Trust (including the Independent Trustees) have also approved the Plan on behalf of the National Fund.

Background for the Proposed Transaction. The Board of Trustees of the Trust considered a number of factors, including the proposed terms of the Reorganization. The Trustees considered that, among other things, combining the Funds will reduce the expense ratio for each Acquired Fund’s shareholders (as described herein), the Reorganization would be tax-free for federal income tax purposes, and that management believes Acquired Fund shareholders will receive higher yields and distribution rates as shareholders of the National Fund. Moreover, the Trustees considered that shareholders of each Acquired Fund would benefit from a larger fund with increased investment opportunities and flexibility by consolidating three funds with similar investment objectives and policies and that invest in similar securities.

The Board of Trustees of the Trust have determined that the Reorganization is in the best interests of each Acquired Fund and has recommended that each Acquired Fund’s shareholders vote FOR the Reorganization. The reorganization of each of MI Fund and RI Fund into National Fund is a separate and independent transaction. Approval of the Reorganization by shareholders of any other Fund is not required for either of MI Fund, or RI Fund to consummate the Reorganization.

Objectives, Restrictions and Policies. The Acquired Funds and National Fund have similar investment objectives and policies, with the exception of policies to avoid particular state income taxes. The National Fund and the Acquired Funds are required to invest at least 65% and 75% of their net assets, respectively, in investment grade obligations. There are no material differences between the Funds’ fundamental and non-fundamental investment restrictions other than those related to diversification. While the National Fund is a diversified fund and has an investment restriction to that effect, the Acquired Funds are non-diversified funds.

Fund Fees, Expenses and Services. National Fund (total net assets of approximately $4.5 billion as of January 31, 2011) is significantly larger than each Acquired Fund, (MI Fund and RI Fund have net assets of approximately $44 million and $40 million, respectively, as of January 31, 2011). As described below and excluding Interest Expense associated with inverse floater securities transactions, National Fund has a lower total expense ratio than each Acquired Fund, which the Acquired Funds’ shareholders are expected to benefit from as a result of the Reorganization.

National Fund offers classes of shares that correspond with the outstanding classes of shares of the Acquired Funds. As a result of the Reorganization, shareholders of each class of shares of each respective Acquired Fund would receive shares of the corresponding class of the National Fund. The privileges and services associated with the corresponding share classes of each Fund are identical. See “Distribution Arrangements” for details on the distribution and service fees. Class B shares of each Fund have a conversion feature, whereby they convert to the lower cost Class A shares eight years after their initial purchase.

Distribution Arrangements. 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 Acquired Fund would receive shares of the corresponding class of the National Fund. The distribution and service fee payable for Class A shares of each Acquired Fund is 0.20%, while the distribution and service fee payable for Class A shares of National Fund is 0.25%. Class B shares and Class C shares of each Acquired Fund pay distribution and service fees equal to 0.95% of average daily net assets annually, while Class B and Class C shares of National Fund pay distribution and service fees equal to 1.00%. As a result of the Reorganization, shareholders of Class A shares, Class B shares and Class C shares of each Acquired Fund would receive shares of the corresponding class of the National Fund. Although distribution and service fees payable on Class A, Class B and Class C shares of National Fund are 0.05% higher than those of each class of Acquired Fund shares, the Acquired Funds are expected to benefit from a decrease in total expenses as a result of the Reorganization, as described below.

Redemption Procedures and Exchange Privileges. The Acquired 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 Acquired Funds expect to obtain an opinion of counsel that the Reorganization will be tax-free for federal income tax purposes. As such, the Acquired Funds’ shareholders will not recognize a taxable gain or loss on the receipt of shares of the National Fund in liquidation of their interests in the Acquired Funds. Their tax basis in National Fund shares received in the Reorganization will be the same as their tax basis in their respective Acquired Fund shares, and the tax holding period will be the same.

FUND EXPENSES

Expenses shown are those for the year ended February 28, 2011 and on a pro forma basis giving effect to the Reorganization as of such date. For each Acquired Fund, the pro forma expenses giving effect to only that one Acquired Fund reorganizing into National Fund would be the same as the pro forma expenses stated below giving effect to all Acquired Funds collectively reorganizing into National Fund.


Fund Fees and Expenses
Shareholder Fees
(fees paid directly from your investment)	Class A	Class B	Class C	Class I

Maximum Sales Charge (Load) (as a percentage of offering price)	4.75%	None	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%	None

Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment)


	Class A Shares
				Pro Forma
	MI Fund	RI Fund	National Fund	Combined
				Fund⁽¹⁾
Management Fees	0.27%	0.26%	0.34%	0.34%
Distribution and Service (12b-1 Fees)⁽²⁾	0.20%	0.20%	0.25%	0.25%
Interest Expense⁽³⁾	0.02%	0.03%	0.14%	0.14%
Expenses Other than Interest Expense	0.29%	0.27%	0.08%	0.08%
Other Expenses	0.31%	0.30%	0.22%	0.22%

* Class A Total Annual Fund Operating
Expenses:	0.78%	0.76%	0.81%	0.81%⁽⁴⁾


	Class B Shares
			Pro Forma Combined
	RI Fund	National Fund	Fund⁽¹⁾
Management Fees	0.26%	0.34%	0.34%
Distribution and Service (12b-1 Fees)⁽²⁾	0.95%	1.00%	1.00%
Interest Expense⁽³⁾	0.03%	0.14%	0.14%
Expenses Other then Interest Expense	0.27%	0.08%	0.08%
Other Expenses	0.30%	0.22%	0.22%

* Class B Total Annual Fund Operating
Expenses:	1.51%	1.56%	1.56%⁽⁴⁾


	Class C Shares
				Pro Forma
	MI Fund	RI Fund	National Fund	Combined
				Fund⁽¹⁾
Management Fees	0.27%	0.26%	0.34%	0.34%
Distribution and Service (12b-1 Fees)⁽²⁾	0.95%	0.95%	1.00%	1.00%
Interest Expense⁽³⁾	0.02%	0.03%	0.14%	0.14%
Expenses Other than Interest Expense	0.29%	0.27%	0.08%	0.08%
Other Expenses	0.31%	0.30%	0.22%	0.22%

* Class C Total Annual Fund Operating
Expenses:	1.53%	1.51%	1.56%	1.56%⁽⁴⁾


	Class I Shares
				Pro Forma
	MI Fund	RI Fund	National Fund	Combined
				Fund⁽¹⁾
Management Fees	0.27%	0.26%	0.34%	0.34%
Distribution and Service (12b-1 Fees)⁽²⁾	0.00%	0.00%	0.00%	0.00%
Interest Expense⁽³⁾	0.02%	0.03%	0.14%	0.14%
Expenses Other then Interest Expense	0.29%	0.27%	0.08%	0.08%
Other Expenses	0.31%	0.30%	0.22%	0.22%

* Class I Total Annual Fund Operating
Expenses:	0.58%	0.56%	0.56%	0.56%⁽⁴⁾

(1)	The pro forma results of the merger are the same assuming any one Acquired Fund merges into the National Fund or if both Acquired Funds merge into the National Fund.
(2)	The Acquired Funds are authorized under their distribution plans to pay service fees up to 0.25% annually.
(3)	“Interest Expense” represents the 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.
(4)	On a pro forma basis, National Fund’s total expense ratio decreases slightly (less than 0.01%).

Example. This Example is intended to help you compare the cost of investing in the Pro Forma Combined Fund after the Reorganization with the costs of investing in the Funds without the Reorganization. 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. This Example assumes the Total Annual Fund Operating Expenses including the Interest Expense described above, while the footnote below the table describes such costs excluding Interest Expense. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Expenses with Redemption				Expenses without Redemption
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
MI Fund
Class A shares	$551	$712	$888	$1,395	$551	$712	$888	$1,395
Class C shares	$656	$883	$1,034	$1,621	$156	$483	$834	$1,621
Class I shares	$256	$483	$834	$1,824	$156	$483	$834	$1,824

RI Fund
Class A shares	$549	$706	$877	$1,372	$549	$706	$877	$1,372
Class B shares	$654	$877	$1,024	$1,599	$154	$477	$824	$1,599
Class C shares	$254	$477	$824	$1,802	$154	$477	$824	$1,802
Class I shares	$57	$179	$313	$701	$57	$179	$313	$701

National Fund
Class A shares	$554	$721	$903	$1,429	$554	$721	$903	$1,429
Class B shares	$659	$893	$1,050	$1,655	$159	$493	$850	$1,655
Class C shares	$259	$493	$850	$1,856	$159	$493	$850	$1,856
Class I shares	$57	$179	$313	$701	$57	$179	$313	$701

Pro Forma Combined
Fund
Class A shares	$554	$721	$903	$1,429	$554	$721	$903	$1,429
Class B shares	$659	$893	$1,050	$1,655	$159	$493	$850	$1,655
Class C shares	$259	$493	$850	$1,856	$159	$493	$850	$1,856
Class I shares	$57	$179	$313	$701	$57	$179	$313	$701

Excluding Interest Expense associated with inverse floater securities transactions, the cost of investing would be:

MI Fund Class A shares: $549, $706, $877 and $1,372 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class C shares: $254, $477, $824 and $1,802 for the 1 year, 3 year, 5 year and 10 year periods, respectively; and Class I shares: $57, $179, $313 and $701 for the 1 year, 3 year, 5 year and 10 year periods, respectively;
RI Fund Class A shares: $546, $697, $862 and $1,338 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class B shares: $651, $868, $1,008 and $1,565 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class C shares: $251, $468, $808 and $1,768 for the 1 year, 3 year, 5 year and 10 year periods, respectively; and Class I shares: $54, $170, $296 and $665 for the 1 year, 3 year, 5 year and 10 year periods, respectively;
National Fund Class A shares: $540, $679, $830 and $1,270 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class B shares: $645, $849, $976 and $1,497 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class C shares: $245, $449, $776 and $1,702 for the 1 year, 3 year, 5 year and 10 year periods, respectively; and Class I shares: $43, $135, $235 and $530 for the 1 year, 3 year, 5 year and 10 year periods, respectively; and
Pro Forma Combined Fund Class A shares: $540, $679, $830 and $1,270 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class B shares: $645, $849, $976 and $1,497 for the 1 year, 3 year, 5 year and 10 year periods, respectively; Class C shares: $245, $449, $776 and $1,702 for the 1 year, 3 year, 5 year and 10 year periods, respectively; and Class I shares: $43, $135, $235 and $530 for the 1 year, 3 year, 5 year and 10 year periods, respectively.

If you did not redeem your Class B or Class C shares, your expenses would be as follows:

MI Fund Class C shares: $154 for the 1 year period;
RI Fund Class B shares: $151, $468 and $808 for the 1 year, 3 year and 5 year periods, respectively, and Class C shares: $151 for the 1 year period;
National Fund Class B shares: $145, $449 and $776 for the 1 year, 3 year and 5 year periods, respectively, and Class C shares: $145 for the 1 year period; and
Pro Forma Combined Fund Class B shares: $145, $449 and $776 for the 1 year, 3 year and 5 year periods, respectively, and Class C shares: $145 for the 1 year period.

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 Acquired Funds vote to approve the Reorganization, the Trustees, including the Independent Trustees, determined that the Reorganization would be in the best interests of each of the Acquired Funds and that the interests of existing shareholders of each of the Acquired Funds 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. With the exception of policies to avoid particular state income taxes, the Acquired Funds and National Fund have similar investment objectives, policies and restrictions. The State Funds are required to invest at least 75% of their assets in investment grade municipal obligations, while the National Fund is required to invest at least 65% of its assets in investment grade municipal obligations. As of December 31, 2010, however, National Fund had over 90% of its net assets invested in investment grade obligations.

While the Acquired 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 Acquired Funds. Also, because of its much larger size than each of the Acquired Funds, the National Fund has had more opportunities to invest in residual interest bond investments than the Acquired Funds. For these reasons, the National Fund may have a slightly higher risk profile than the Acquired Funds.

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


•	*Effect on Fund Fees, Expenses and Services.* The National Fund is significantly larger than each
	Acquired Fund. As described above and excluding Interest Expense associated with inverse floater
	securities transactions, the National Fund has a lower total expense ratio than each Acquired Fund,
	which the Acquired Funds’ shareholders are expected to benefit from as a result of the
	Reorganization.

	If the Reorganization is consummated, EVM estimates the Acquired Funds will realize a significant
	reduction in other expenses. On a pro forma basis assuming the consummation of the
	Reorganization on _______, 2011, the total fund expenses payable by former shareholders of MI
	Fund and RI Fund shareholders (excluding Interest Expense as described above) would decrease by
	approximately 9 basis points (or 0.09%) and 9 basis points (or 0.09%), respectively, after the
	Reorganizations.

•	*Tax Consequences.* The Acquired Funds expect to obtain an opinion of counsel that the
	Reorganization will be tax-free for federal income tax purposes. As such, the Acquired Funds’


	shareholders will not recognize a taxable gain or loss on the receipt of shares of the National Fund in
	liquidation of their interests in the Acquired Funds. Their tax basis in National Fund shares received
	in the Reorganization will be the same as their tax basis in their respective Acquired 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 Acquired Fund’s basis immediately before the
	Reorganization, and National Fund’s tax holding period for those assets will include each such
	Acquired Fund’s holding period. Furthermore, it is not anticipated that the Reorganization would
	preclude utilization of any of the capital loss carryforwards of each Acquired Fund. The Trustees
	considered the fact that shareholders of the Acquired Funds would lose favorable tax treatment in
	Michigan and Rhode Island, respectively, but would also benefit from the National Fund’s higher tax-
	equivalent yield. Shareholders should consult their tax advisors 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 Acquired Fund for the ten-year
	periods ended December 31, 2011 on a total return basis. For the one-year, three-year and five-year
	periods, the National Fund underperformed each Acquired Fund on a total return basis. The
	underperformance of the National Fund during the one-, three- and five-year periods is attributable to
	its relatively longer duration and historic anomalies that occurred in the credit markets in late 2008
	and 2010. As of February 28, 2011, the yields and distribution rate of the National Fund are markedly
	higher than each of the Acquired Funds:


	MI Fund	RI Fund	National Fund
30-day yield	3.90%	4.51%	5.92%
Tax-equivalent yield*	6.09%	7.47%	9.11%
Distribution rate	4.26%	4.45%	5.69%

* Tax-equivalent yield is adjusted for both state and federal income taxes in the case of the Acquired Funds.
National Fund tax-equivalent yields are adjusted for federal income tax only. In addition, the National
Fund’s after-tax yield is higher than each Acquired Fund’s after-tax yield (including taking into consideration
the specific tax benefits in Michigan and Rhode Island for the MI Fund and the RI Fund, respectively).


•	*No Dilution.* After the Reorganization, each former shareholder of the Acquired Funds will own
	shares of National Fund equal to the aggregate value of his or her Acquired 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 the Acquired Funds, that, net of the liabilities of
	the Acquired Funds 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 and Cost of Reorganization.* The Trustees considered the terms and conditions
	of the Plan and the costs associated with the Reorganization, including the fact that the first $12,000
	of such costs will be borne by the Funds’ investment adviser, Boston Management and Research
	(“BMR”), or an affiliate thereof, and the remaining costs will be borne by the Acquired 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 Acquired Fund
	assets acquired by the National Fund pursuant to the Reorganization. In the case of advisory fees,
	BMR would collect fees on the Acquired Funds’ assets at the incremental advisory fee rate (0.29%
	annually) applicable to the National Fund assuming the Reorganization occurred on _______, 2011.
	At current asset levels, the Reorganization would result in approximately $38,000 in increased fee
	revenue annually to BMR. With respect to the service fees that are payable by Class A, Class B and
	Class C shares of each Acquired Fund, EVD will receive a 0.05% higher fee on these Acquired 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 generally will not be retained by EVD.

The Board of Trustees of the Trust have determined that the Reorganization is in the best interests of each Acquired Fund and recommend that each Acquired Fund’s shareholders vote FOR the Reorganization.

INFORMATION ABOUT THE REORGANIZATION

At a meeting held on March 14, 2011, the Board of Trustees of the Trust 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 Trust shall transfer all of the assets of the relevant Acquired Fund 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 Acquired Funds on the Closing date of Class A, Class B, Class C and Class I National Fund shares (including, if applicable, fractional shares). The value of Class A, Class B, Class C and Class I shares issued to the Acquired Funds by National Fund will be the same as the value of Class A, Class B, Class C, and Class I shares that the Acquired Fund has outstanding on the Closing date. The National Fund shares received by the Acquired Funds will be distributed to the Acquired Funds’ shareholders, and each such shareholder will receive shares of the corresponding class of National Fund equal in value to those of the Acquired Fund held by the shareholder.

National Fund will assume all liabilities, expenses, costs, charges and reserves of the Acquired Funds on the Closing date. At or prior to the Closing, the Acquired Funds shall declare a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund’s shareholders all of the Acquired 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 Acquired 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, Class C and Class I shares equal in value to the Acquired Fund’s 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 Acquired Fund, representing the respective pro rata number of full and fractional National Fund Class A, Class B, Class C and Class I 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 Acquired 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 _________, 2011. 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 Acquired Funds’ shareholders to the detriment of such shareholders without their further approval.

Costs of the Reorganization. The Acquired 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 $24,000 of the Acquired Funds’ collective Reorganization costs (based on each Acquired Funds’ pro rata net assets). The costs of the Reorganization are estimated at approximately $15,000 per Acquired Fund.

Description of National Fund Shares. Full and fractional Class A, Class B, Class C and Class I shares of National Fund will be distributed to the Acquired 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 Trustees may grant in their 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 Acquired Fund will not recognize any capital gain or loss and each Acquired Fund’s 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 such Acquired Fund’s shareholders depending upon their tax basis (generally, the original purchase price) for their Acquired 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 Acquired 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 advisors 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 advisors as to state and local tax consequences, if any.

Capitalization. The following table (which is unaudited) sets forth the capitalization of each Acquired Fund and National Fund as of February 28, 2011, and on a pro forma basis as of that date giving effect to the proposed acquisition of assets of each Acquired Fund at net asset value.


	Net Assets	Net Asset Value per Share	Shares Outstanding

MI Fund

Class A	41,227,892	8.48	4,860,528
Adjustments*	-7,487

Class C	2,826,930	8.49	333,060
Adjustments*	-513

Class I	951	8.49	112
Total before
adjustments	44,055,773		5,193,700
Adjustments*	-8,000		--
Total	$44,047,773		5,193,700

RI Fund

Class A	33,110,101	8.40	3,942,698
Adjustments*	-6,652


	Net Assets	Net Asset Value per Share	Shares Outstanding
Class B	3,811,709	8.59	443,537
Adjustments*	-766
Class C	2,896,445	8.60	336,882
Adjustments*	-582
Class I	944	8.43	112
Total before
adjustments	39,819,199		4,723,229
Adjustments*	-8,000		--
Total	$39,811,199		4,723,229
National Fund
Class A	2,892,252,831	8.75	330,567,969
Class B	128,525,436	8.75	14,689,735
Class C	946,978,817	8.75	108,234,101
Class I	574,018,563	8.75	65,591,369
Total	4,541,775,647		519,083,174
Pro Forma Combined After Reorganization
Class A	2,966,576,685	8.75	339,062,123
Class B	132,336,379	8.75	15,125,271
Class C	952,701,097	8.75	108,888,076
Class I	574,020,458	8.75	65,591,586
Total	4,625,634,619		528,667,056

*	The Acquired 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 some indication of the risks of investing in each MI Fund and RI Fund by showing changes in the Fund’s performance from year to year and how the Fund’s average annual returns over time compare with those of two broad-based securities market indices. The returns in the bar charts are for Class A shares of MI Fund and Class B shares of RI Fund and National Fund and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. Past performance (both before and after taxes) is no guarantee of future results.

MI Fund

RI Fund

National Fund


MI Fund Average Annual Total Return as of December 31, 2010	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-4.30%	1.24%	3.13%
Class A Return After Taxes on Distributions	-4.30%	1.21%	3.11%
Class A Return After Taxes on Distributions and the Sale of Class A	-1.30%	1.69%	3.33%
Shares
Class C Return Before Taxes*	-1.25%	1.46%	2.87%
Class i Return Before Taxes*	0.50%	2.24%	3.64%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	2.38%	4.09%	4.83%
Barclays Capital 20 Year Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	1.32%	3.73%	5.13%

*	The Class C performance prior to the inception of MI Fund Class C shares on May 2, 2006 is the performance of Class A 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).


RI Fund Average Annual Total Return as of December 31, 2010	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-4.37%	0.66%	2.89%
Class B Return Before Taxes	-5.26%	0.51%	2.63%
Class B Return After Taxes on Distributions	-5.26%	0.51%	2.63%
Class B Return After Taxes on Distributions and the Sale of Class B	-2.12%	0.99%	2.82%
Shares
Class C Return Before Taxes*	-1.41%	0.83%	2.62%
Class I Return Before Taxes*	0.47%	1.65%	3.40%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	2.38%	4.09%	4.83%
Barclays Capital 20 Year Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	1.32%	3.73%	5.13%

The Class C performance prior to the inception of RI Fund Class C shares on March 20, 2006 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). The Class I performance prior to the inception of RI Fund Class I shares on August 3, 2010 is the performance of Class A shares at net asset value without adjustment for any differences in the expenses of the two classes.


National Fund Average Annual Total Return as of December 31, 2010	Investment Period
	One Year	Five Years	Ten Years
Class A Return Before Taxes	-5.88%	-0.57%	3.41%
Class B Return Before Taxes	-6.64%	-0.67%	3.28%
Class B Return After Taxes on Distributions	-6.64%	-0.67%	3.28%
Cass B Return After Taxes on Distributions and the Sale of Class B Shares	-2.60%	0.11%	3.55%
Class C Return Before Taxes	-2.90%	-0.35%	3.15%
Class I Return Before Taxes	-0.89	0.68%	4.18%
Barclays Capital Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)	2.38%	4.09%	4.83%
Barclays Capital Long (22+) Municipal Bond Index (reflects no deduction
for fees, expenses or taxes)	1.12%	2.71%	4.79%

These returns 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 is an unmanaged index of municipal bonds. Barclays Capital 20 Year Municipal Bond Index consists of bonds in the Barclays Capital Municipal Bond Index with maturities of between 17 and 20 years. Barclays Capital Long (22+) Municipal Bond 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, Barclays Capital 20 Year Municipal Bond Index and Barclays Capital Long (22+) Municipal Bond Index is Lipper, Inc.)

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, 2010 and Semiannual Report dated March 31, 2010, 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 MI Fund is described under the caption “Performance Information and Portfolio Composition” in the Annual Report of MI Fund for the year ended July 31, 2010 and Semiannual Report dated January 31, 2011, both of which were previously mailed to MI Fund shareholders and are incorporated by reference into this Proxy Statement/Prospectus. The performance of RI Fund is described under the same caption as the MI Fund in the Annual Report of RI Fund for the year ended September 30, 2010 and Semiannual Report dated March 31, 2010, both of which were previously mailed to RI Fund shareholders and are incorporated by reference into this Proxy Statement/Prospectus.

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

Below is a summary comparing the business, investment objectives, principal investment strategies and policies of the Acquired 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 Acquired Funds are registered as non-diversified funds.


	MI Fund	RI Fund	National Fund

Business	A non-diversified series of Eaton	Same as MI Fund.	A diversified series of Eaton Vance
	Vance Municipals Trust.		Municipals Trust.

Investment	Seeks to provide current income	Seeks to provide current income	Seeks to provide current income exempt
Objective	exempt from regular federal income	exempt from regular federal income	from regular federal income tax.
	tax and Michigan state and city	tax and Rhode Island state
	income taxes and the net income	personal income taxes.
	tax portion of the Michigan
	Business tax.

80% Investment	Under normal market conditions,	Under normal market conditions,	Under normal market conditions, invests
Policy	invests at least 80% of its net	invests at least 80% of its net	at least 80% of its net assets in
	assets in municipal obligations, the	assets in municipal obligations, the	municipal obligations, the interest on
	interest on which is exempt from	interest on which is from regular	which is exempt from regular federal
	regular federal income tax and	federal income tax and Rhode	income tax.
	Michigan state and city income	Island state personal income taxes.
	taxes and the net income tax
	portion of the Michigan Business
	tax.

Investment	In pursuing objective, normally invests in municipal obligations with maturities of ten years or more.
Strategy

Investment Grade	At least 75% of net assets will	Same as MI Fund.	At least 65% of net assets will normally
Securities	normally be invested in municipal		be invested in municipal obligations
	obligations rated at least investment		rated at least investment grade at the
	grade at the time of investment.		time of investment.
	Investment grade obligations are
	those rated at least BBB by S&P or		The balance of net assets may be
	Fitch or Baa by Moody’s.		invested in municipal obligations rated
			below investment grade ("junk bonds")


	MI Fund	RI Fund	National Fund

	The balance of net assets may be		and in unrated municipal obligations
	invested in municipal obligations		considered to be of comparable quality
	rated below investment grade (“junk		by the investment adviser.
	bonds”) and in unrated municipal
	obligations considered to be of
	comparable quality by the
	investment adviser.

Other Investment	Under normal market conditions,	Same as MI Fund.	N/A
Policies	invests at least 65% of its total
	assets in obligations issued by the
	state or its political subdivisions,
	agencies, authorities and
	instrumentalities. If consistent with
	relevant state tax requirements,
	may invest up to 35% of its net
	assets in municipal obligations
	issued by the governments of
	Puerto Rico, the U.S. Virgin Islands
	and Guam.

Concentration	May invest 25% or more 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 a
	Fund more susceptible to adverse economic, political or regulatory occurrences or adverse court decisions affecting a
	particular sector.

Borrowing	May borrow up to one-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.

Buy/Sell Strategy	The investment adviser’s process for selecting obligations for purchase and sale is research intensive and
	emphasizes the creditworthiness of the issuer or other person obligated to repay the obligation and the relative value
	of the obligation in the market. Although the investment adviser considers ratings when making investment decisions,
	it performs credit and investment analysis primarily with respect to lower rated securities and generally does not rely
	on the ratings assigned by the rating services. The portfolio manager also may trade securities to seek to minimize
	taxable capital gains to shareholders.

Derivative	May purchase derivative instruments, which derive their value from another instrument, security or index, including
Instruments	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 credit risk
	than the municipal bonds underlying the instrument.


	MI Fund	RI Fund	National Fund

Residual Interest	Each Fund may invest in residual interest bonds issued by a trust (the “trust”) that holds municipal securities. The
Bonds	trust also issues floating rate notes to third parties that may be senior to the Fund’s residual interest bonds. The
	Fund receives interest payments on residual interest bonds that bear an inverse relationship to the interest rate paid
	on the floating rate notes. As required by applicable accounting standards, 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.

Illiquid Securities	May not own illiquid securities if more than 15% of its net assets would be invested in securities that are not readily
	marketable.

Federal Alternative	A portion of the Fund’s distributions generally will be subject to the federal alternative minimum tax.
Minimum Tax

Investment Adviser	Boston Management and Research (“BMR”), a subsidiary of Eaton Vance, with offices at Two International Place,
	Boston, MA 02110

Administrator	Eaton Vance


Portfolio Managers	William H. Ahern	Cynthia J. Clemson	Thomas M. Metzold
	• Vice President, Eaton Vance and	• Vice President, Eaton Vance	• Vice President, Eaton Vance and
	BMR	and BMR	BMR
	• Portfolio manager since 2000	• Portfolio manager since 2010	• Portfolio manager since 1991
Distributor	Eaton Vance Distributors, Inc.

PRINCIPAL RISK FACTORS

Generally. As discussed above, the Funds have similar investment objectives and policies and, as such, are subject to 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 Acquired Funds and the National Fund. Although each Acquired 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 Acquired Funds. Also, because of its much larger size than each of the Acquired Funds, the National Fund has had more opportunities to invest in residual interest bonds than the Acquired Funds. For these reasons, the National Fund may have a higher risk profile than the Acquired 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. Residual interest bonds 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. MI Fund, RI 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 the Declaration of Trust may be obtained from the 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 Acquired Funds is incorporated herein by reference from the Acquired Funds’ Prospectuses and the Acquired Funds’ 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 SEC’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 Trust, on behalf of its 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, MA 02110.

VOTING INFORMATION

What is the Vote Required to Approve the Proposal?

The shareholders of MI Fund and RI Fund will vote separately to approve or disapprove the Reorganization of their Fund into National Fund. Approval of the Reorganization by shareholders of the other Acquired Funds is not required for either of MI Fund and RI Fund to consummate the Reorganization. If either of the Acquired Funds does not receive shareholder approval for the Reorganization, the Reorganization will nonetheless be effective for the Acquired Funds that does 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 joint 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, Class C and Class I 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.

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 your Fund 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. If you plan to attend the joint Special Meeting in person, please be prepared to present photo identification.

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 Acquired Funds’ Board of Trustees will be borne by each respective Acquired 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 Acquired Funds, by personnel of Eaton Vance, by the Acquired Funds’ transfer agent, BNY Mellon Asset Servicing, by broker-dealer firms or by a professional solicitation organization. The Acquired Funds have retained [D.F. King and Co., Inc.], to assist in the solicitation of proxies, for which each Acquired Fund will pay an estimated fee of approximately [$____], including out-of-pocket expenses. Estimated costs assume a moderate level of solicitation activity. If a greater solicitation effort is required, the solicitation costs would be higher. The expenses connected with the solicitation of this proxy and with any further proxies which may be solicited by the Acquired Funds’ officers, by Eaton Vance personnel, by the transfer agent, by broker-dealer firms or by [D.F. King and Co., Inc.], in person, or by telephone, by telegraph, by facsimile or other electronic means, will be borne by the Acquired Funds, with a portion thereof borne by the Funds’ investment adviser. A written proxy may be delivered to the Acquired Funds or their transfer agent prior to the meeting by facsimile machine, graphic communication equipment or other electronic transmission. The Acquired Funds will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated costs of the Reorganization are approximately [$____] 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 Acquired 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 Acquired 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 Acquired Fund, by the execution of a later-dated proxy card, by the relevant Acquired Fund’s receipt of a subsequent valid telephonic vote, or by attending the meeting and voting in person.

All proxy cards solicited by the Board of Trustees 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 which have not been voted. Accordingly, abstentions and broker non-votes will assist each Acquired Fund 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 Acquired Fund, what constitutes a quorum for purposes of conducting a valid shareholder meeting, such as the joint Special Meeting, is set forth in the Trust’s By-Laws. Under the ByLaws of the 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 TRUST, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND
APPROVAL OF THE PLAN OF REORGANIZATION FOR EACH ACQUIRED FUND.

DISSENTERS RIGHTS

Neither the Declaration of Trust nor Massachusetts law grants the shareholders of the Acquired 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 period(s) indicated. 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 National Fund’s financial statements are incorporated herein by reference and included in National Fund’s annual report, which is available on request.


	Year Ended September 30, 2010
	Class A	Class B	Class C	Class I
Net asset value - Beginning of period	$ 10.040	$ 10.050	$ 10.050	$ 10.040

Income (Loss) From Operations
Net investment income⁽¹⁾	$ 0.527	$ 0.455	$ 0.455	$ 0.552
Net realized and unrealized gain (loss)	(0.022)	(0.029)	(0.029)	(0.024)
Total income from operations	$ 0.505	$ 0.426	$ 0.426	$ 0.528

Less Distributions
From net investment income	$(0.525)	$(0.456)	$(0.456)	$(0.548)
Total distributions	$(0.525)	$(0.456)	$(0.456)	$(0.548)
Net asset value - End of period	$10.020	$10.020	$10.020	$10.020
Total Return⁽²⁾	5.36%	4.51%	4.51%	5.61%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$3,971,060	$160,946	$1,281,278	$522,370

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.67%	1.42%	1.42%	0.42%
Interest and fee expense⁽⁴⁾	0.13%	0.13%	0.13%	0.13%
Total expenses before custodian fee
reduction	0.80%	1.55%	1.55%	0.55%
Expenses after custodian fee reduction
excluding interest and fees	0.67%	1.42%	1.42%	0.42%
Net investment income	5.45%	4.70%	4.70%	5.70%
Portfolio Turnover	20%	20%	20%	20%


NATIONAL FUND FINANCIAL HIGHLIGHTS (continued)

	Year Ended September 30, 2009
	Class A	Class B	Class C	Class I
Net asset value - Beginning of period	$ 9.060	$ 9.060	$ 9.060	$ 9.060

Income (Loss) From Operations
Net investment income⁽¹⁾	$ 0.527	$ 0.464	$ 0.464	$ 0.550
Net realized and unrealized gain (loss)	0.984	0.992	0.992	0.983
Total income from operations	$ 1.511	$ 1.456	$ 1.456	$ 1.533

Less Distributions
From net investment income	$(0.531)	$(0.466)	$(0.466)	$(0.553)
Total distributions	$(0.531)	$(0.466)	$(0.466)	$(0.553)
Net asset value - End of period	$10.040	$10.050	$10.050	$10.040
Total Return⁽²⁾	17.97%	17.18%	17.18%	18.28%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$4,811,295	$179,657	$1,367,785	$217,630

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.70%	1.45%	1.45%	0.44%
Interest and fee expense⁽⁴⁾	0.23%	0.23%	0.23%	0.23%
Total expenses before custodian fee
reduction	0.93%	1.68%	1.68%	0.67%
Expenses after custodian fee reduction
excluding interest and fees	0.70%	1.45%	1.45%	0.44%
Net investment income	6.22%	5.48%	5.46%	6.47%
Portfolio Turnover	46%	46%	46%	46%


NATIONAL FUND FINANCIAL HIGHLIGHTS (continued)

	Year Ended September 30, 2008
	Class A	Class B	Class C	Class I
Net asset value - Beginning of period	$11.490	$11.490	$11.490	$11.490

Income (Loss) From Operations
Net investment income⁽¹⁾	$ 0.533	$ 0.454	$ 0.453	$ 0.559
Net realized and unrealized gain (loss)	(2.431)	(2.435)	(2.434)	(2.429)
Total income from operations	$(1.898)	$(1.981)	$(1.981)	$ (1.870)

Less Distributions
From net investment income	$(0.532)	$(0.449)	$(0.449)	$(0.560)
Total distributions	$(0.532)	$(0.449)	$(0.449)	$(0.560)
Net asset value - End of period	$ 9.060	$ 9.060	$ 9.060	$ 9.060
Total Return⁽²⁾	(17.03)%	(17.69)%	(17.69)%	(16.81)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$3,987,956	$138,052	$1,143,256	144,692

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.64%	1.39%	1.39%	0.40%
Interest and fee expense⁽⁴⁾	0.46%	0.46%	0.46%	0.46%
Total expenses before custodian fee
reduction	1.10%	1.85%	1.85%	0.86%
Expenses after custodian fee reduction
excluding interest and fees	0.63%	1.38%	1.38%	0.39%
Net investment income	5.00%	4.25%	4.25%	5.26%
Portfolio Turnover	64%	64%	64%	64%


NATIONAL FUND FINANCIAL HIGHLIGHTS (continued)

	Year Ended September 30, 2007
	Class A	Class B	Class C	Class I
Net asset value - Beginning of period	$11.780	$11.780	$11.780	$11.780

Income (Loss) From Operations
Net investment income⁽¹⁾	$ 0.521	$ 0.434	$ 0.431	$ 0.549
Net realized and unrealized gain (loss)	(0.290)	(0.290)	(0.287)	(0.289)
Total income from operations	$ 0.231	$ 0.144	$ 0.144	$ 0.260

Less Distributions
From net investment income	$(0.521)	$(0.434)	$(0.434)	$(0.550)
Total distributions	$(0.521)	$(0.434)	$(0.434)	$(0.550)
Net asset value - End of period	$11.490	$11.490	$11.490	$11.490
Total Return⁽²⁾	1.95%	1.20%	1.20%	2.20%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$4,647,177	$173,176	$1,334,054	139,301

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.64%⁽³⁾	1.39%⁽³⁾	1.39%⁽³⁾	0.39%⁽³⁾
Interest and fee expense⁽⁴⁾	0.62%	0.62%	0.62%	0.62%
Total expenses before custodian fee
reduction	1.26%⁽³⁾	2.01%⁽³⁾	2.01%⁽³⁾	1.01%⁽³⁾
Expenses after custodian fee reduction
excluding interest and fees	0.63%⁽³⁾	1.38%⁽³⁾	1.38%⁽³⁾	0.38%⁽³⁾
Net investment income	4.44%	3.69%	3.68%	4.68%
Portfolio Turnover	65%	65%	65%	65%


NATIONAL FUND FINANCIAL HIGHLIGHTS (continued)

	Year Ended September 30, 2006
	Class A	Class B	Class C	Class I
Net asset value - Beginning of period	$11.270	$11.270	$11.270	$11.270

Income (Loss) From Operations
Net investment income⁽¹⁾	$ 0.565	$ 0.478	$ 0.480	$ 0.601
Net realized and unrealized gain (loss)	0.478	0.480	0.478	0.471
Total income from operations	$ 1.043	$ 0.958	$ 0.958	$ 1.072

Less Distributions
From net investment income	$(0.533)	$(0.448)	$(0.448)	$(0.562)
Total distributions	$(0.533)	$(0.448)	$(0.448)	$(0.562)
Net asset value - End of period	$11.780	$11.780	$11.780	$11.780
Total Return⁽²⁾	9.50%	8.69%	8.69%	9.77%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$3,259,363	$140,593	$783,143	82,723

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.72%	1.47%	1.47%	0.47%
Interest and fee expense⁽⁴⁾	0.61%	0.61%	0.61%	0.61%
Total expenses before custodian fee
reduction	1.33%	2.08%	2.08%	1.08%
Expenses after custodian fee reduction
excluding interest and fees	0.71%	1.46%	1.46%	0.46%
Net investment income	4.93%	4.17%	4.18%	5.22%
Portfolio Turnover	58%	58%	58%	58%

(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 and do not reflect the effect of sales charges.
(3)	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.
(4)	Interest and fee expense primarily relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.

MICHIGAN FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand MI Fund’s financial performance for the period(s) indicated. 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, except for the six months ended January 31, 2011 which is unaudited. The report of Deloitte & Touche LLP and MI Fund’s financial statements are incorporated herein by reference and included in MI Fund’s annual report, which is available on request. Financial Highlights information is not provided for Class I shares of the MI Fund because the Class had not yet commenced operations as of July 31, 2010.


	Period Ended			Year Ended		Year Ended
	January 31, 2011			July 31, 2010		July 31, 2009
	Class A⁽¹⁰⁾	Class C⁽¹⁰⁾	Class I⁽⁹⁾	Class A	Class C	Class A	Class C
Net asset value - Beginning of period	$ 8.910	$ 8.920	$ 8.920	$ 8.410	$ 8.420	$ 8.950	$ 8.960

Income (Loss) From Operations
Net investment income⁽²⁾	$ 0.196	$ 0.163	$ 0.200	$ 0.397	$ 0.330	$ 0.402	$ 0.341
Net realized and unrealized gain (loss)	(0.542)	(0.542)	(0.550)	0.496	0.498	(0.538)	(0.540)
Total income (loss) from operations	$(0.346)	$(0.379)	$(0.350)	$0.893	$0.828	$(0.136)	$ (0.199)

Less Distributions
From net investment income	$(0.194)	$(0.161)	$(0.200)	$(0.393)	$(0.328)	$(0.404)	$ (0.341)
Total distributions	$(0.194)	$(0.161)	$(0.200)	$(0.393)	$(0.328)	$(0.404)	$ (0.341)
Net asset value - End of year	$ 8.370	$ 8.380	$ 8.370	$ 8.910	$ 8.920	$ 8.410	$ 8.420
Total Return⁽³⁾	(3.97)%⁽⁴⁾	(4.32)%⁽⁴⁾	(4.01)%⁽⁴⁾	10.75%	9.93%	(1.29)%	(2.04)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$41,365	$2,896	$ 1	$46,492	$ 3,641	$ 47,885	$3,513

Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees	0.76%⁽⁶⁾	1.51%⁽⁶⁾	0.56%⁽⁶⁾	0.75%	1.50%	0.80%	1.55%
Interest and fee expense⁽⁷⁾	0.02%⁽⁶⁾	0.02%⁽⁶⁾	0.02%⁽⁶⁾	0.01%	0.01%	0.16	0.16%
Total expenses before custodian fee reduction	0.78%⁽⁶⁾	1.53%⁽⁶⁾	0.58%⁽⁶⁾	0.76%	1.51%	0.96%	1.71%
Expenses after custodian fee reduction excluding
interest and fees	0.76%⁽⁶⁾	1.51%⁽⁶⁾	0.58%⁽⁶⁾	0.75%	1.50%	0.80%	1.55%
Net investment income	4.40%⁽⁶⁾	3.65%⁽⁶⁾	4.57%⁽⁶⁾	4.49%	3.74%	4.89%	4.14%
Portfolio Turnover of the Fund	4%⁽⁴⁾	4%⁽⁴⁾	4%^(4)(10)	6%	6%	15%	15%


MICHIGAN FUND FINANCIAL HIGHLIGHTS (continued)


	Year Ended July 31,		Year Ended July 31, Period Ended July 31,
	2008		2007		2006
	Class A	Class C	Class A	Class C	Class A	Class C⁽¹⁾
Net asset value - Beginning of period	$ 9.480	$ 9.480	$9.510	$ 9.510	$9.630	$9.480

Income (Loss) From Operations
Net investment income⁽²⁾	$ 0.407	$ 0.337	$ 0.401	$ 0.326	$ 0.419	$0.080
Net realized and unrealized gain (loss)	(0.489)	(0.481)	(0.028)	(0.025)	(0.131)	0.033
Total income (loss) from operations	$(0.082)	$(0.144)	$0.373	$(0.301)	$0.288	$0.113

Less Distributions
From net investment income	$(0.403)	$(0.331)	$(0.403)	$(0.331)	$(0.408)	$(0.083)
From net realized gains	$(0.045)	$(0.045)	$—	$—	$—	$—
Total distributions	$(0.448)	$(0.376)	$(0.403)	$(0.331)	$(0.408)	$(0.083)
Net asset value - End of period	$ 8.950	$ 8.960	$9.480	$ 9.480	$ 9.510	$ 9.510
Total Return⁽³⁾	(0.88)%	(1.54)%	3.92%	3.16%	3.06%	1.20%⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$ 58,620	$ 4,049	$64,786	$3,028	$53,595	$141

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.77%	1.52%	0.78%⁽⁵⁾	1.53%⁽⁵⁾	0.79%	1.54%⁽⁶⁾
Interest and fee expense⁽⁷⁾	0.14%	0.14%	0.24%	0.24%	0.24%	0.24%⁽⁶⁾
Total expenses before custodian fee reduction	0.91%	1.66%	1.02%⁽⁵⁾	1.77%⁽⁵⁾	1.03%	1.78%⁽⁶⁾
Expenses after custodian fee reduction excluding
interest and fees	0.75%	1.50%	0.75%⁽⁵⁾	1.50%⁽⁵⁾	0.78%	1.53%⁽⁶⁾
Net investment income	4.40%	3.65%	4.16%	3.39%	4.39%	3.39%⁽⁶⁾
Portfolio Turnover of the Fund	24%	24%	15%	15%	32%	32%⁽⁸⁾

(1)	For the period from the start of business, May 2, 2006, to July 31, 2006.
(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)	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 July 31, 2007). Absent this allocation, total return would be lower.
(6)	Annualized.
(7)	Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(8)	For the year ended July 31, 2006.
(9)	For the period from the commencement of operations on August 3, 2010, to January 21,2011.
⁽¹⁰⁾	For the six months ended January 31, 2011.

RHODE ISLAND FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand RI Fund’s financial performance for the period(s) indicated. 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 RI Fund’s financial statements are incorporated herein by reference and included in RI Fund’s annual report, which is available on request.


	Period Ended				Year Ended
	September 30, 2010				September 30, 2009
	Class A	Class B	Class C	Class I⁽⁹⁾	Class A	Class B	Class C
Net asset value - Beginning of period	$ 9.000	$ 9.210	$ 9.220	$ 8.900	$ 8.380	$ 8.570	$ 8.570

Income (Loss) From Operations
Net investment income⁽²⁾	$ 0.389	$ 0.330	$ 0.331	$ 0.067	$ 0.392	$ 0.339	$ 0.339
Net realized and unrealized gain (loss)	0.066	0.068	0.057	0.159	0.622	0.640	0.640
Total income from operations	$ 0.455	$0.398	$0.388	$0.226	$ 1.014	$ 0.979	$ 0.979

Less Distributions
From net investment income	$(0.385)	$(0.328)	$(0.328)	$(0.066)	$(0.394)	$(0.339)	$(0.339)
Total distributions	$(0.385)	$(0.328)	$(0.328)	$(0.066)	$(0.394)	$(0.339)	$(0.339)
Net asset value - End of period	$ 9.070	$ 9.280	$ 9.280	$ 9.060	$ 9.000	$ 9.210	$ 9.220
Total Return⁽³⁾	5.24%	4.46%	4.35%	2.54%⁽⁴⁾	12.70%	11.92%	11.91%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$40,266	$ 5,272	$ 3,461	$ 1	$39,064	$ 8,157	$ 4,159

Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees	0.74%	1.50%	1.50%	0.55%⁽⁸⁾	0.79%	1.54%	1.54%
Interest and fee expense⁽⁷⁾	0.02%	0.02%	0.02%	0.02%⁽⁶⁾	0.04%	0.08%	0.08%
Total expenses before custodian fee reduction	0.76%	1.52%	1.52%	0.57%⁽⁶⁾	0.87%	1.62%	1.62%
Expenses after custodian fee reduction excluding
interest and fees	0.74%	1.50%	1.50%	$—	0.79%	1.54%	1.54%
Net investment income	4.38%	3.64%	3.64%	4.55%^(6)(10)	4.80%	4.08%	4.07%
Portfolio Turnover	10%	10%	10%	10%⁽¹¹⁾	27%	27%	27%


RHODE ISLAND FUND FINANCIAL HIGHLIGHTS (continued)

	Year Ended August 31,
		2008			2007
	Class A	Class B	Class C	Class A	Class B	Class C
Net asset value - Beginning of period	$ 9.640	$9.860	$9.870	$9.860	$ 10.080	$10.090

Income (Loss) From Operations
Net investment income⁽²⁾	$ 0.411	$ 0.349	$ 0.347	$ 0.411	$ 0.345	$ 0.344
Net realized and unrealized gain (loss)	(1.265)	(1.298)	(1.296)	(0.225)	(0.224)	(0.223)
Total income (loss) from operations	$(0.854)	$(0.949)	$(0.949)	$0.186	$ 0.121	$ 0.121

Less Distributions
From net investment income	$(0.406)	$(0.341)	$(0.341)	$(0.406)	$(0.341)	$(0.341)
Total distributions	$(0.406)	$(0.341)	$(0.341)	$(0.406)	$(0.341)	$(0.341)
Net asset value - End of period	$ 8.380	$ 8.570	$ 8.580	$ 9.640	$ 9.860	$9.870
Total Return⁽³⁾	(9.14)%	(9.87)%	(9.85)%	1.91%	1.20%	1.20%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$37,003	$ 10,286	$ 3,435	$ 46,764	$13,989	$ 3,281

Ratios (as a percentage of average daily net
assets):
Expenses excluding interest and fees	0.79%	1.54%	1.54%	0.74%⁽⁵⁾	1.49%⁽⁵⁾	1.48%⁽⁵⁾
Interest and fee expense⁽⁷⁾	0.17%	0.17%	0.17%	0.40%	0.40%	0.40%
Total expenses before custodian fee reduction	0.96%	1.71%	1.71%	1.14%⁽⁵⁾	1.89%⁽⁵⁾	1.88%⁽⁵⁾
Expenses after custodian fee reduction excluding
interest and fees	0.77%	1.52%	1.52%	0.69%⁽⁵⁾	1.44%⁽⁵⁾	1.44%⁽⁵⁾
Net investment income	4.43%	3.68%	3.66%	4.20%	3.45%	3.45%
Portfolio Turnover	8%	8%	8%	14%	14%	14%


RHODE ISLAND FUND FINANCIAL HIGHLIGHTS (continued)

		Period Ended
		September 30, 2006
	Class A	Class B	Class C⁽¹⁾
Net asset value - Beginning of period	$9.760	$9.980	$10,040

Income (Loss) From Operations
Net investment income⁽²⁾	$0.423	$0.361	$0.173
Net realized and unrealized gain (loss)	0.106	0.103	0.065
Total income from operations	$0.529	$0.464	$0.238

Less Distributions
From net investment income	$(0.429)	$(0.364)	$(0.188)
Total distributions	$(0.429)	$(0.364)	$(0.188)
Net asset value - End of period	$ 9.860	$10.080	$ 10.090
Total Return⁽³⁾	5.56%	4.76%	2.40%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$39,291	$18,564	$428

Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees	0.75%	1.50%	1.50%⁽⁶⁾
Interest and fee expense⁽⁷⁾	0.35%	0.35%	0.35%⁽⁶⁾
Total expenses before custodian fee reduction	1.10%	1.85%	1.85%⁽⁶⁾
Expenses after custodian fee reduction excluding
interest and fees	0.72%	1.47%	1.47%⁽⁶⁾
Net investment income	4.34%	3.62%	3.23%⁽⁶⁾
Portfolio Turnover	19%	19%	19%⁽⁸⁾

(1)	For the period from the start of business, March 20, 2006 to September 30, 2006.
(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)	The investment adviser was allocated a portion of the Fund’s operating expenses (equal to less than 0.01% of average daily net assets for the year ended September 30, 2007). Absent this allocation, total return would be lower.
(6)	Annualized.
(7)	Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(8)	For the year ended September 30, 2006.
(9)	For the period from the commencement of operations, August 3, 2010 to September 30, 2010.
⁽¹⁰⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽¹¹⁾	For the year ended September 30, 2010.

EXPERTS

The financial statements incorporated in this Proxy Statement/Prospectus by reference from each Fund’s Annual Report for the year ended July 31, 2010 for the MI Fund and for the year ended September 30, 2010 for the RI Fund and the National 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 ___________, 2011, by and among Eaton Vance Municipals Trust (“Municipals Trust”), a Massachusetts business trust, on behalf of its series Eaton Vance Michigan Municipal Income Fund (“Michigan Fund”) and Eaton Vance Rhode Island Municipal Income Fund (“Rhode Island Fund”) and Municipals Trust, on behalf of its series Eaton Vance National Municipal Income Fund. Eaton Vance Michigan Municipal Income Fund and Eaton Vance Rhode Island Municipal Income Fund, are collectively referred to herein as the “Acquired Funds”, and Eaton Vance National Municipal Income Fund is referred to herein as the “Acquiring Fund”.

WITNESSETH

WHEREAS, Municipals Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as 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 the Acquired Funds and the Acquiring Fund), and the Trustees of Municipals Trust have divided the shares of the Acquired Funds and the Acquiring Fund into multiple classes, including Class A, Class B, Class C and Class I shares (“Acquired Fund Shares” and “Acquiring Fund Shares”);

WHEREAS, Municipals Trust desires to provide for the reorganization of the Acquired Funds through the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Funds in exchange for the Acquiring 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 “Acquired Funds Municipals Trust N-1A” shall mean the registration statement,
		as amended, on Form N-1A of Municipals Trust with respect to the Acquired Funds in
		effect on the date hereof or on the Closing Date, as the context may require.

	1.4	The term “Agreement” shall mean this Agreement and Plan of Reorganization.

	1.5	The term “Assumed Liabilities” shall mean all liabilities, expenses, costs, charges and
		receivables of the Acquired Funds as of the Close of Trading on the New York Stock
		Exchange on the Valuation Date. Included therein for the Acquiring Fund Class B and
		Class C shall be the uncovered distribution charges under the Acquired Funds Class B
		and Class C Distribution Plans, or, if lower, the amount of contingent deferred sales
		charges that would be paid by all the Acquired Funds Class B and Class C shareholders
		if they redeemed on the Closing Date; such amount shall be treated as uncovered
		distribution charges under the Acquiring Fund Class B and Class C Distribution Plans.

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

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	1.7	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.

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

	1.9	The term “Closing Date” shall mean _______________, 2011, 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.

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

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

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

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

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

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

	1.16	The term “Securities List” shall mean the list of those securities and other assets owned
		by Municipals Trust, on behalf of Michigan Fund and Rhode Island Fund, on the Delivery
		Date.

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

2.	Transfer and Exchange of Assets

	2.1	Reorganization the Acquired Funds. At the Closing, subject to the requisite approval of
		the Acquired Funds’ shareholders and the terms and conditions set forth herein,
		Municipals Trust shall transfer all of the assets of the Acquired Funds and assign all
		Assumed Liabilities to the Acquiring Fund, and the Acquiring Fund shall acquire such
		assets and shall assume such Assumed Liabilities upon delivery by the Acquiring Fund to
		the Acquired Funds on the Closing Date of Class A, Class B, Class C and Class I
		Acquiring 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, the Acquiring 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 Acquiring Fund
		Shares and the net value of the assets of the 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 Acquiring Fund Shares shall be computed in the manner set forth in
		the Acquiring Fund Municipals Trust N-1A. In determining the value of the securities
		transferred by the Acquired Funds to the Acquiring Fund, such assets shall be priced in
		accordance with the policies and procedures described in the Acquiring Fund Municipals
		Trust N-1A.

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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 after the close of business on the
		Closing Date. All acts taking place at Closing shall be deemed to take place
		simultaneously as of the close of business 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 the Acquired
		Funds and the net asset value per share of the Acquiring 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 Municipals Trust with
		respect to the Acquired Funds will be permanently closed, and sales of the Acquired
		Funds Shares shall be suspended, as of the close of business of Municipals Trust on the
		Valuation Date. Redemption requests thereafter received by Municipals Trust with
		respect to the Acquired Funds shall be deemed to be redemption requests for the
		Acquiring Fund Shares to be distributed to shareholders of the Acquired Funds 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 Funds are traded shall be disrupted on the Valuation Date
		so that, in the judgment of Municipals Trust, accurate appraisal of the net assets of the
		Acquired Funds to be transferred hereunder or the assets of the Acquiring 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 judgment of
		Municipals 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, Municipals Trust
		shall issue instructions providing for the delivery of all of its assets held on behalf of the
		Acquired Funds to the Custodian to be held for the account of the Acquiring Fund,
		effective as of the Closing. The Acquiring 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, Municipals Trust shall pay or
		make provisions for the payment of all of the debts and taxes of the Acquired Funds and
		distribute all remaining assets, if any, to shareholders of the Acquired Funds, and the
		Acquired Funds shall thereafter be terminated under Massachusetts law.

		At, or as soon as may be practicable following the Closing Date, Municipals Trust on
		behalf of the Acquired Funds shall distribute the Class A, Class B, Class C and Class I
		the Acquiring Fund Shares it received from the Acquiring Fund to the shareholders of the
		Acquired Funds and shall instruct the Acquiring Fund as to the amount of the pro rata
		interest of each of the Acquired Funds shareholders as of the close of business on the
		Valuation Date (such shareholders to be certified as such by the transfer agent for
		Municipals Trust, to be registered on the books of the Acquiring Fund, in full and
		fractional the Acquiring Fund Shares, in the name of each such shareholder, and the
		Acquiring Fund agrees promptly to transfer the Acquiring Fund Shares then credited to
		the account of the Acquired Funds on the books of the Acquiring Fund to open accounts
		on the share records of the Acquiring Fund in the names of the Acquired Funds
		shareholders in accordance with said instruction. Each Acquired Funds shareholder shall
		receive shares of the corresponding class of the Acquiring Fund to the class of the

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		Acquired Funds held by such shareholder. All issued and outstanding Acquired Funds
		Shares shall thereupon be canceled on the books of Municipals Trust. The Acquiring
		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.	The Acquired Fund Securities

	On the Delivery Date, Municipals Trust on behalf of the Acquired Funds shall deliver the
	Securities List and tax records. Such records shall be made available to the Acquiring Fund prior
	to the Closing Date for inspection by the Treasurer (or his or her designee). Notwithstanding the
	foregoing, it is expressly understood that the Acquired Funds 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.

6.	Liabilities and Expenses

	The Acquiring Fund shall acquire all liabilities of the Acquired Funds, whether known or unknown,
	or contingent or determined. Municipals Trust will discharge all known liabilities of the Acquired
	Funds, so far as may be possible, prior to the Closing Date. The Acquired Funds shall bear the
	expenses of carrying out this Agreement.

7.	Municipals Trust Representations and Warranties

	Municipals Trust, on behalf of Michigan Fund and Rhode Island Fund and on behalf of the
	Acquiring Fund, hereby represents, warrants and agrees as follows:

	7.1	Legal Existence. Municipals Trust are each a business trust duly organized and validly
		existing under the laws of the Commonwealth of Massachusetts. Michigan Fund, Rhode
		Island Fund and the Acquiring Fund are each validly existing series of Municipals Trust.
		Municipals Trust is authorized to issue an unlimited number of shares of beneficial
		interest of the Acquiring Fund.

	7.2	Registration under 1940 Act. Municipals Trust are each duly registered as an open-end
		management investment companies 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
		Michigan Fund dated July 31, 2010 and January 31, 2011 (unaudited) and of the Rhode
		Island Fund and the Acquiring Fund dated September 30, 2010 and March 31, 2010
		(unaudited), fairly present the financial condition of the Acquired Funds and the Acquiring
		Fund as of said dates in conformity with generally accepted accounting principles.

	7.4	No Contingent Liabilities. There are no known contingent liabilities of the Acquired Funds
		or the Acquiring Fund not disclosed and there are no legal, administrative or other
		proceedings pending, or to the knowledge of Municipals Trust threatened, against the
		Acquired Funds or the Acquiring 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 Municipals Trust by vote taken at a meeting of such Board duly
		called and held on [_______], 2011. No approval of the shareholders of the Acquiring
		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
		Municipals Trust and is a valid and legally binding obligation of each of the Acquired
		Funds and the Acquiring Fund enforceable in accordance with its terms.

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	7.6	No Material Violations. Municipals Trust are not, and the execution, delivery and
		performance of this Agreement will not result, in a material violation of any provision of
		their Declaration of Trust or By-Laws, as each may be amended, of Municipals Trust or of
		any agreement, indenture, instrument, contract, lease or other undertaking to which
		Municipals 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 the Acquired Funds or the Acquiring Fund, each of the Acquired Funds
		and the Acquiring 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 the Acquired Funds and the Acquiring Fund has elected to be treated as a
		“regulated investment company” for federal tax purposes, has qualified as such for each
		taxable year of its operations and will qualify as such as of the Closing Date.

	7.8	Good and Marketable Title. On the Closing Date, each 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
		the Acquiring Fund. Upon delivery of such assets, the Acquiring 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 the Acquiring Fund has notice and necessary
		documentation at or prior to the time of delivery.

	7.9	Acquiring Fund N-1A Not Misleading. The Municipals Trust 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 material fact required to be
		stated therein or necessary to make the statements 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 Funds 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 Funds and the Acquiring Fund have maintained
		all records required under Section 31 of the 1940 Act and rules thereunder.

8.	Conditions Precedent to Closing

	The obligations of the parties hereto shall be conditioned on the following:

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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 the Acquired Funds Shares in
	accordance with the 1940 Act and the Declaration of Trust and By-Laws, each as
	amended, of Municipals 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 Municipals Trust N-14 shall have become effective under
	the 1933 Act; no stop orders suspending the effectiveness of such Municipals 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 Funds as of August 19, 2010 in accordance with
	the provisions of the 1934 Act and the rules thereunder.

8.5	Declaration of Dividend. Municipals Trust shall have declared a dividend or dividends
	which, together with all previous such dividends, shall have the effect of distributing to the
	Acquired Funds shareholders all of the Acquired Funds’ 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 the Acquired Funds, all of its
	net capital gain realized in the final taxable period of the Acquired Funds (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 the Acquired
	Funds.

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.

8.7	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. Municipals Trust shall have had reasonable opportunity to have its
	officers and agents review the records of the Acquired Funds.

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 the Acquired Funds or the Acquiring
		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;

A-6


		•	any loss (whether or not covered by insurance) suffered by the Acquired Funds
			or the Acquiring Fund materially and adversely affecting of the Acquired Funds or
			the Acquiring Fund, other than depreciation of securities;

		•	issued by Municipals Trust to any person any option to purchase or other right to
			acquire shares of any class of the Acquired Funds or the Acquiring Fund Shares
			(other than in the ordinary course of Municipals Trust business as an open-end
			management investment company);

		•	any indebtedness incurred by the Acquired Funds or the Acquiring Fund for
			borrowed money or any commitment to borrow money entered into by the
			Acquired Funds or the Acquiring Fund except as permitted in the Acquired
			Municipals Trust N-1A or the Acquiring fund Municipals Trust 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 Municipals Trust that
			will adversely affect the ability of Municipals 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 the Acquired Funds except as provided in the Acquired Funds
			Municipals Trust N-1A so long as it will not prevent Municipals Trust from
			complying with Section 7.8.

	8.10	Lawful Sale of Shares. On the Closing Date, the Acquiring 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 Municipals Trust, and conform in
		all substantial respects to the description thereof contained in the Municipals Trust N-14
		and Proxy Statement furnished to the Acquired Funds shareholders and the Acquiring
		Fund Shares to be issued pursuant to paragraph 2.1 of this Agreement will be duly
		registered under the 1933 Act by the Municipals Trust N-14 and will be offered and sold in
		compliance with all applicable state securities laws.

	8.11	Documentation and Other Actions. Municipals 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 Municipals 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, 2011. 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.

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11.	Miscellaneous

	This Agreement shall be governed by, construed and enforced in accordance with the laws of the
	Commonwealth of Massachusetts. Municipals Trust represent that there are no brokers or
	finders entitled to receive any payments in connection with the transactions provided for herein.
	Municipals Trust represent 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 purposes 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 the Acquired Funds 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 the Acquiring Fund Shares to
	be received by the Acquired Funds shareholders under this Agreement to the detriment of such
	shareholders without their further approval. The failure of a party hereto to enforce at any time
	any of the provisions of this Agreement shall in no way be construed to be a waiver of any such
	provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of
	any party thereafter to enforce each and every such provision. No waiver of any breach of this
	Agreement shall be held to be a waiver of any other or subsequent breach.

13.	Massachusetts Business Trust

	References in this Agreement to Municipals 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 Municipals Trust hereunder shall
	not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees
	of each 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 Municipals 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 trust property of each Trust
	as provided in such Declaration of Trust. No series of Municipals Trust shall be liable for the
	obligations of any other series.

A-8

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 MUNICIPALS TRUST
	(on behalf of Eaton Vance Michigan Municipal Income Fund and
	Eaton Vance Rhode Island Municipal Income Fund)


________________________________	By: ________________________________
Maureen A. Gemma, Secretary	Thomas M. Metzold, President


	EATON VANCE MUNICIPALS TRUST
	(on behalf of Eaton Vance National Municipal Income Fund)


________________________________	By: ________________________________
Maureen A. Gemma, Secretary	Thomas M. Metzold, President

A-9

APPENDIX B

ANNUAL REPORT

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

Eaton Vance National Municipal Income Fund as of September 30, 2010

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

The U.S. economy remained generally stable, if still weak, during the fiscal year ending September 30, 2010, even as concerns about high unemployment and budget deficits provoked ongoing skittishness in the capital markets. The U.S. economy grew at an annualized rate of 3.7% in the first quarter of 2010, but slowed to 1.7% in the second quarter, according to the U.S. Department of Commerce. Advance estimates for the third quarter indicated an annualized increase in GDP of 2.0%.

Municipal bond performance was positive for the fiscal year, in spite of ongoing negative media attention on the tax-exempt sector. Solid performance resulted in part from continued investor concern about the strength (or weakness) of the economic recovery, and investments such as higher-quality municipals and Treasuries benefited. Toward the end of the period, the market was bolstered by very light issuance and sustained demand, as well as a flight to quality during July and August. September 2010 brought a change in sentiment, and investors took on more risk, helping higher-yielding, lower-rated sectors of the market.

Against this backdrop the Barclays Capital Municipal Bond Index (the Index)¹— an unmanaged index of municipal bonds traded in the U.S.—gained 5.81% for the fiscal year ending September 30, 2010. Munis with longer maturities performed best during the year, with the 20-year segment of the Index returning 6.63%. Intermediate-maturity bonds, represented by the 7-year segment of the Index, also performed well, gaining 6.48%. Shorter-maturity bonds in the 5-year segment of the Index returned 5.63%.

Management Discussion

During the year ending September 30, 2010, the Fund underperformed the Index. The Fund was modestly hedged using Treasury futures—an ongoing strategy that management has employed for many years which is designed to help mitigate interest-rate risk. During the second half of the year, the volatile economic situation in Europe and increasing uncertainty about the global economic outlook bolstered the U.S. Treasury market, sending Treasury yields lower. As a result, the Fund’s use of hedges detracted from its relative returns during the second half of the fiscal year and for the year as a whole. In addition, the Fund was underweight AA-rated bonds and 5% coupon bonds, both of which detracted from relative performance.

In contrast, several factors contributed positively to relative performance. As mentioned, the longer end of the yield curve outperformed during the period. The Fund’s longer duration positioning benefited, as investors sought higher yields later in the period. This duration positioning was the biggest positive factor during the period. In addition, overweight positions in revenue bonds were helpful, as was an overweight position in BBB-rated issues. Holdings of zero-coupon and high-coupon bonds also bolstered returns relative to the Index.

Management employed leverage in the Fund, through which additional exposure to the municipal market was achieved. Leverage has the impact of magnifying the Fund’s exposure to its underlying investments in both up and down markets. During the period, the Fund’s leverage generally helped its relative performance.²

As we move ahead, we continue to focus on state and local government budget deficits, which likely peaked in 2010 or are expected to peak in early 2011. The decline in tax revenues appears to be reaching a bottom, with some municipalities realizing growth in tax receipts due to a combination of slim economic growth and an increase in actual tax rates. However, spending continues to grow faster than tax receipts despite deep spending cuts enacted by some government officials. We will continue to analyze any new developments and solutions that government leaders formulate to address their fiscal problems.

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.

¹It is not possible to invest directly in an Index or a Lipper classification. 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. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper classfication as the Fund.

²The Fund employs residual interest bond (RIB) financing. The leverage created by RIB investments provides an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater volatility of net asset value). See Note 1I to the financial statements for more information on RIB investments.

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.

B-1

Eaton Vance National Municipal Income Fund as of September 30, 2010

PERFORMANCE INFORMATION

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 Barclays Capital Municipal Bond Index, an unmanaged index of municipal bonds traded in the U.S., and the Barclays Capital Long (22+) Municipal Bond Index, the long bond component of the Barclays Capital 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 Barclays Capital Municipal Bond Index and the Barclays Capital Long (22+) Municipal Bond 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.


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		5.36%	4.51%	4.51%	5.61%
Five Years		2.85	2.09	2.09	3.11
10 Years		5.41	4.79	4.64	5.68
Life of Fund^†		5.92	5.80	4.41	5.26
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
One Year		0.36%	-0.47%	3.52%	5.61%
Five Years		1.86	1.76	2.09	3.11
10 Years		4.90	4.79	4.64	5.68
Life of Fund^†		5.61	5.80	4.41	5.26
^†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		0.93%	1.68%	1.68%	0.67%
Distribution Rates/Yields		Class A	Class B	Class C	Class I
Distribution Rate³		5.31%	4.56%	4.56%	5.56%
Taxable-Equivalent Distribution Rate^3,4		8.17	7.02	7.02	8.55
SEC 30-day Yield⁵		4.77	4.26	4.26	5.27
Taxable-Equivalent SEC 30-day Yield^4,57.34			6.55	6.55	8.11

Index Performance⁶(Average Annual Total Returns)
	Barclays Capital		Barclays Capital Long (22+)
	Municipal Bond Index		Municipal Bond Index
One Year	5.81%		6.56%
Five Years	5.13		4.50
10 Years	5.73		6.25
Lipper Averages⁷(Average Annual Total Returns)
Lipper General Municipal Debt Funds Classification
One Year			5.45%
Five Years			3.80
10 Years			4.65

Portfolio Manager: Thomas M. Metzold, CFA

*Source: Lipper, Inc. Class B commenced investment operations on 12/19/85.

A $10,000 hypothetical investment at net asset value in Class A, Class C and Class I on 9/30/00 would have been valued at $16,945 ($16,141 at the maximum offering price), $15,738 and $17,385, respectively, on 9/30/10. 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, 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 at net asset value. ²Source: Prospectus dated 2/1/10. Includes interest expense of 0.23% relating to the Fund’s liability with respect to floating rate notes held by third parties in conjunction with residual interest bond 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. 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 at the end of the period. 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 250, 197 and 159 funds for the 1-year, 5-year and 10-year time periods, respectively. Lipper Averages are available as of month end only.

B-2

Eaton Vance National Municipal Income Fund as of September 30, 2010

PORTFOLIO COMPOSITION

^*Rating Distribution is determined by dividing the total market value of the issues by the total investments of the Fund. 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 as of 9/30/10 is as follows:


AAA	25.7%	BB	0.2%
AA	27.4%	B	3.2%
A	25.1%	CCC	0.4%
BBB	13.3%	CC	O.3%
		Not Rated	4.4%


Fund Statistics²

• Number of Issues:	312
• Average Maturity:	26.1 years
• Average Effective Maturity:	14.9 years
• Average Call Protection:	10.4 years
• Average Dollar Price:	$93.19
• RIB Leverage³:	13.7%

¹Rating Distribution is determined by dividing the total market value of the issues by the total investments of the Fund. Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. If securities are rated differently by the rating agencies, the higher rating is applied.

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. RIB leverage represents the amount of Floating Rate Notes outstanding as of 9/30/10 as a percentage of the Fund’s net assets plus Floating Rate Notes. Floating Rate Notes reflect the effect of RIBs purchased in secondary market transactions.

B-3

Eaton Vance National Municipal Income Fund as of March 31, 2010

INVESTMENT UPDATE

Economic and Market Conditions

During the six months ending March 31, 2010, the U.S. economy and the capital markets remained relatively stable, despite continued high unemployment and concerns over the U.S. budget. The economy grew at an annualized rate of 5.7% in the fourth quarter of 2009 and an estimated 3.2% in the first quarter of 2010, according to the U.S. Department of Commerce.

During the six-month period, the municipal bond market’s performance was relatively flat, with slightly negative returns in the fourth quarter of 2009 being offset by positive performance of just over 1% in the first quarter of 2010. For the period, the Fund’s primary benchmark, the Barclays Capital Municipal Bond Index (the Index)—a broad-based index of municipal bonds—gained 0.28%.¹This modest performance followed one of the best calendar year periods for municipals in many years, however. Moreover, economic fundamentals continued to improve and demand for municipals remained strong.

The significant performance disparities among the municipal market’s segments, which became historically wide during 2008 and the first three quarters of 2009, began to dissipate during the six-month period. For the first time in almost two years, we witnessed a period in which there were not significant differences in muni performance by maturity, credit quality and sector. In the face of limited tax-exempt supply due to the success of the Build America Bond program, demand from municipal investors remained positive during the period, though the gusto with which they purchased municipal funds waned from 2009 levels. We believe lighter inflows were likely driven by lower yields, a continuation of credit-related headline “noise” and investor preparation for tax bills in March and April.

Management Discussion

During the six months ending March 31, 2010, the Fund’s Class A shares at net asset value underper-formed the Index.¹Given the combination of the Fund’s objective of providing tax-exempt income and the municipal yield curve’s historically upward slope, the Fund generally holds longer-maturity bonds relative to the broad market and many of our competitors. Our bias toward long maturities was the basis for much of the Fund’s significant relative outperformance in the first three quarters of 2009, though it detracted from relative performance during the six-month period. Careful investment down the credit spectrum, while aiding performance throughout much of 2009, also detracted during the period as the market’s highest quality bonds performed best.

Management employed leverage in the Fund, through which additional exposure to the municipal market was achieved. Leverage has the impact of magnifying a Fund’s exposure to its underlying investments in both up and down markets.²

As we move ahead, we recognize that many state and local governments face significant budget deficits that are driven primarily by a steep decline in tax revenues. We will continue to monitor any new developments as state and local officials formulate solutions to address these fiscal problems. As in all environments, we maintain our long-term perspective on the markets against the backdrop of relatively short periods of market volatility. We will continue to actively manage the Fund with the same income-focused, relative value approach we have always employed. We believe that this approach, which is based on credit research and decades of experience in the municipal market, will serve municipal investors well over the long term.

Effective December 1, 2009, the Fund changed its name from Eaton Vance National Municipals Fund to Eaton Vance National Municipal Income Fund.

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.

B-4

Eaton Vance National Municipal Income Fund as of March 31, 2010

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	-1.36%	-1.79%	-1.79%	-1.24%
One Year	25.06	24.20	24.20	25.35
Five Years	2.39	1.64	1.64	2.66
10 Years	5.09	4.49	4.30	5.33
Life of Fund^†	5.68	5.65	4.15	4.85
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
Six Months	-6.04%	-6.58%	-2.75%	-1.24%
One Year	19.07	19.20	23.20	25.35
Five Years	1.40	1.31	1.64	2.66
10 Years	4.58	4.49	4.30	5.33
Life of Fund^†	5.36	5.65	4.15	4.85
^†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	0.93%	1.68%	1.68%	0.67%


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

Distribution Rate³		5.41%	4.72%	4.72%	5.64%
Taxable-Equivalent Distribution Rate^3,4		8.32	7.26	7.26	8.68
SEC 30-day Yield⁵		5.32	4.83	4.83	5.84
Taxable-Equivalent SEC 30-day Yield^4,58.18			7.43	7.43	8.98

Index Performance⁶(Average Annual Total Returns)
	Barclays Capital		Barclays Capital Long (22+)
	Municipal Bond Index		Municipal Bond Index
Six Months	0.28%		-0.43%
One Year	9.69		17.35
Five Years	4.58		3.96
10 Years	5.58		6.01
Lipper Averages⁷(Average Annual Total Returns)
Lipper General Municipal Debt Funds Classification
Six Months			0.05%
One Year			12.86
Five Years			3.18
10 Years			4.45

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. Fund performance during certain periods reflects the strong bond market performance and/or the strong performance of bonds held during those periods. This performance is not typical and may not be repeated. Bond values decline as interest rates rise. For performance as of the most recent month end, please refer to www.eatonvance.com.

¹Six-month returns are cumulative. Other returns are presented on an average annual basis. These 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 at net asset value. ²Source: Prospectus dated 2/1/10. Includes interest expense of 0.23% relating to the Fund’s liability with respect to floating rate notes held by third parties in conjunction with residual interest bond 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. 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 245, 232, 187 and 155 funds for the 6-month, 1-year, 5-year and 10-year time periods, respectively. Lipper Averages are available as of month end only.

B-5

Eaton Vance National Municipal Income Fund as of March 31, 2010

PORTFOLIO COMPOSITION

^*	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 as of 3/31/10 is as follows:


AAA	24.7%	BB	0.2%
AA	30.0%	B	3.1%
A	24.7%	CCC	0.4%
BBB	12.5%	Not Rated	4.4%


Fund Statistics²

• Number of Issues:	323
• Average Maturity:	26.2 years
• Average Effective Maturity:	20.4 years
• Average Call Protection:	11.0 years
• Average Dollar Price:	$89.26
• RIB Leverage³:	13.9%

¹Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. If securities are rated differently by the rating agencies, the higher rating is applied.

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. RIB leverage represents the amount of RIB Floating Rate Notes outstanding as of 3/31/10 as a percentage of the Fund’s net assets plus Floating Rate Notes. Floating Rate Notes reflect the effect of RIBs purchased in secondary market transactions.

B-6

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
MI Fund		N/A
RI Fund
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 MI Fund and the RI 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:


MI Fund	Class A shares
	Class C shares
	Class I shares

RI Fund	Class A shares
	Class B shares
	Class C shares
	Class I shares

C-1

Assuming the Reorganization was consummated on the Record Date, such persons would hold the following share percentages in: (i) a combined fund including just that Fund and the National Fund and (ii) a combined fund including all Acquired Funds and the National Fund:


MI Fund	Class A shares
	Class C shares
	Class I shares

RI Fund	Class A shares
	Class B shares
	Class C shares
	Class I shares

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

C-2

Assuming the Reorganization was consummated on the Record Date, such persons would hold the following share percentages in: (i) a combined fund including just the MI Fund and the National Fund, (ii) a combined fund including just the RI Fund and the National Fund, (iii) a combined fund including all the Acquired Funds and the National Fund:


Class A shares	(i)	(ii)	(iii)
Class B shares
Class C shares
Class I shares

As of _____________, 2011, to the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of MI Fund, RI 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.

C-3

EATON VANCE MUNICIPALS TRUST
Eaton Vance National Municipal Income Fund

Two International Place
Boston, Massachusetts 02110

STATEMENT OF ADDITIONAL INFORMATION
DATED MAY ____, 2011

This Statement of Additional Information (“SAI”) relates specifically to the reorganization of Eaton Vance Michigan Municipal Income Fund (“Michigan Fund”) and Eaton Vance Rhode Island Municipal Income Fund (“Rhode Island Fund”) (together referred to herein as the “Acquired Funds”) into Eaton Vance National Municipal Income 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) Michigan Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended July 31, 2010, previously filed on EDGAR, Accession Number 0000950123-10-088592, (b) Rhode Island Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended September 30, 2010, previously filed on EDGAR, Accession Number 0000950123-10-107765, and (c) National Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended September 30, 2010, previously filed on EDGAR, Accession Number 0000950123- 10-107765.

(2)	The unaudited financial statements of Michigan Fund included in the Semiannual Report to Shareholders of the Fund for the period ended January 31, 2011, previously filed on EDGAR, Accession Number 0000950123-11-030132.

(4)	The Statement of Additional Information of Michigan Fund, dated December 1, 2010, previously filed on EDGAR, Accession Number 0000940394-10-001163.

(5)	The Statement of Additional Information of Rhode Island Fund, dated January 1, 2011, previously filed on EDGAR, Accession Number 0000940394-11-000042.

(6)	The Statement of Additional Information of National Fund dated February 1, 2011, previously filed on EDGAR, Accession Number 0000940394-11-000042.

This SAI is not a prospectus and should be read only in conjunction with the Proxy Statement/Prospectus dated May __, 2011 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 April 25, 2011, 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 October 19, 2009 filed as
		Exhibit (a)(4) to Post-Effective Amendment No. 120 filed November 30, 2009
		(Accession No. 0000940394-08-000940) 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.

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	(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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	(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)	Master Custodian Agreement with State Street Bank & Trust Company dated
		September 1, 2010 filed as Exhibit (g)(1) to Post-Effective Amendment No. 125
		filed November 30, 2010 (Accession No. 0000940394-10-001163) and
		incorporated herein by reference.

	(b)	Amended and Restated Services Agreement with State Street Bank & Trust
		Company dated September 1, 2010 filed as Exhibit (g)(2) to Post-Effective
		Amendment 108 of Eaton Vance Special Investment Trust (File Nos. 2-27962,
		811-1545) filed September 27, 2010 (Accession No. 0000940394-10-
		0010000).

(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.

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	(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)
			filed August 10, 2007 (Accession No. 0000940394-07-000956) and
			incorporated herein by reference.

		(ii)	Schedule A effective October 19, 2009 to Amended and Restated
			Multiple Class Plan for Eaton Vance Funds dated August 6, 2007 filed as
			Exhibit (n)(2) to Post-Effective Amendment No. 148 of Eaton Vance
			Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed November
			16, 2009 (Accession No. 0000940394-09-000877) and incorporated
			herein by reference.

		(iii)	Schedule B effective October 19, 2009 to Amended and Restated
			Multiple Class Plan for Eaton Vance Funds dated August 6, 2007 filed as
			Exhibit (n)(3) to Post-Effective Amendment No. 148 of Eaton Vance
			Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed November
			16, 2009 (Accession No. 0000940394-09-000877) and incorporated
			herein by reference.

		(iv)	Schedule C effective October 19, 2009 to Amended and Restated
			Multiple Class Plan for Eaton Vance Funds dated August 6, 2007 filed as
			Exhibit (n)(4) to Post-Effective Amendment No. 148 of Eaton Vance
			Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed November
			16, 2009 (Accession No. 0000940394-09-000877) and incorporated
			herein by reference.

(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.

C-4


(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)	Red Flag Services Amendment effective May 1, 2009 to the Transfer Agency
		Agreement dated August 1, 2008 filed as Exhibit (h)(2)(b) to Post Effective
		Amendment No. 31 to Eaton Vance Municipals Trust II (File Nos. 33-713201,
		811-08134) filed May 28, 2009 (Accession No. 0000940394-09-000411)
		and incorporated herein by reference.

	(d)	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)		Consent of Independent Registered Public Accounting Firm regarding financial
		statements of Registrant filed 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-5


	(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.

	(f)	Power of Attorney for Eaton Vance Municipals Trust dated February 7, 2011
		filed as Exhibit (q)(6) to Post-Effective Amendment No. 129 filed March 10,
		2011 (Accession No. 0000940394-11-000365) and incorporated herein by
		reference.

	(g)	Power of Attorney for Eaton Vance Municipals Trust dated April 7, 2011 filed
		herewith.

(17)	(a)	(i)	Prospectus dated December 1, 2010, as revised February 17, 2011 of
			the Eaton Vance Michigan Municipal Income Fund filed herewith.

		(ii)	Statement of Additional Information, as supplemented, dated December
			1, 2010 of Eaton Vance Michigan Municipal Income Fund filed herewith.

		(iii)	Prospectus, as supplemented, dated February 1, 2011, of Eaton Vance
			Rhode Island Municipal Income Fund filed herewith.

		(iv)	Statement of Additional Information, dated February 1, 2011, of Eaton
			Vance Rhode Municipal Income Fund filed herewith.

		(v)	Prospectus, dated February 1, 2011, of Eaton Vance National Municipal
			Income Fund filed herewith.

		(vi)	Statement of Additional Information, dated February 1, 2011, of Eaton
			Vance National Municipal Income Fund filed herewith.

	(b)	(i)	Eaton Vance Michigan Municipal Income Fund Annual Report to
			Shareholders for the period ended July 31, 2010 filed herewith.

		(ii)	Eaton Vance Rhode Island Municipal Income Annual Report to
			Shareholders for the period ended September 30, 2010 filed herewith.

C-6



	(iii)	Eaton Vance National Municipal Incom Fund Annual Report to
		Shareholders for the period ended September 30, 2010 filed herewith.

(c)	Eaton Vance Michigan Municipal Income Fund Semiannual Report to
	Shareholders for the period ended January 31, 2011 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-7

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 26th day of April, 2011.

EATON VANCE MUNICIPALS TRUST

/s/ Thomas M. Metzold
Thomas M. Metzold
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/ Thomas M. Metzold
Thomas A. Metzold	President (Chief Executive Officer)	April 26, 2011

/s/ Barbara E. Campbell	Treasurer (Principal Financial
Barbara E. Campbell	and Accounting Officer)	April 26, 2011

Benjamin C. Esty*
Benjamin C. Esty	Trustee	April 26, 2011

Thomas E. Faust Jr.*
Thomas E. Faust Jr.	Trustee	April 26, 2011

Allen R. Freedman*
Allen R. Freedman	Trustee	April 26, 2011

William H. Park*
William H. Park	Trustee	April 26, 2011

Ronald A. Pearlman*
Ronald A. Pearlman	Trustee	April 26, 2011

Helen Frame Peters*
Helen Frame Peters	Trustee	April 26, 2011

Lynn A. Stout*
Lynn A. Stout	Trustee	April 26, 2011

Ralph F. Verni*
Ralph F. Verni	Trustee	April 26, 2011

* 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

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

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

(16)	(g)		Power of Attorney dated April 7, 2011

(17)	(a)	(i)	Prospectus dated December 1, 2010, as revised February 17, 2011 of the Eaton
			Vance Michigan Municipal Income Fund

		(ii)	Statement of Additional Information, as supplemented, dated December 1, 2010 of
			the Eaton Vance Michigan Municipal Income Fund

		(iii)	Prospectus, as supplemented, dated February 1, 2011, of Eaton Vance Rhode
			Island Municipal Income Fund

		(iv)	Statement of Additional Information, dated February 1, 2011, of Eaton Vance
			Rhode Island Municipal Income Fund

		(v)	Prospectus dated February 1, 2011, of Eaton Vance National Municipal Income
			Fund

		(vi)	Statement of Additional Information, dated February 1, 2011, of Eaton Vance
			National Municipal Income Fund

	(b)	(i)	Eaton Vance Michigan Municipal Income Fund Annual Report to Shareholders for
			the period ended July 31, 2010

		(ii)	Eaton Vance Rhode Island Municipal Income Fund Annual Report to Shareholders
			for the period ended September 30, 2010

		(iii)	Eaton Vance National Municipal Income Fund Annual Report to Shareholders for
			the period ended September 30, 2010

	(c)		Eaton Vance Michigan Municipal Income Fund Semiannual Report to Shareholders
			for the period ended January 31, 2011

	(d)		Form of Proxy Cards

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