SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant   [X]
Filed by a Party other than the Registrant   [  ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12


- ------------------------------------------------------------------------------------------------------------------------
                                                               
  Eaton Vance Insured Municipal Bond Fund                         Eaton Vance Insured Michigan Municipal Bond Fund
  Eaton Vance Insured Municipal Bond Fund II                      Eaton Vance Insured New Jersey Municipal Bond Fund
  Eaton Vance Insured California Municipal Bond Fund              Eaton Vance Insured New York Municipal Bond Fund
  Eaton Vance Insured California Municipal Bond Fund II           Eaton Vance Insured New York Municipal Bond Fund II
  Eaton Vance Insured Florida Municipal Bond Fund                 Eaton Vance Insured Ohio Municipal Bond Fund
  Eaton Vance Insured Massachusetts Municipal Bond Fund           Eaton Vance Insured Pennsylvania Municipal Bond Fund

                                           (Name of Registrant as Specified in Its Charter)

- ------------------------------------------------------------------------------------------------------------------------
                                (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange  Act Rule 0-11  (set forth the amount  on which  the filing  fee is
    calculated and state how it was determined):
- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

(5) Total fee paid:
- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the  fee is offset as provided by Exchange Act Rule
    0-11(a)(2)  and identify the  filing for which  the offsetting  fee was paid
    previously.  Identify the previous  filing by registration statement number,
    or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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               Eaton Vance Insured California Municipal Bond Fund
             Eaton Vance Insured California Municipal Bond Fund II
                Eaton Vance Insured Florida Municipal Bond Fund
             Eaton Vance Insured Massachusetts Municipal Bond Fund
                Eaton Vance Insured Michigan Municipal Bond Fund
                    Eaton Vance Insured Municipal Bond Fund
                   Eaton Vance Insured Municipal Bond Fund II
               Eaton Vance Insured New Jersey Municipal Bond Fund
                Eaton Vance Insured New York Municipal Bond Fund
              Eaton Vance Insured New York Municipal Bond Fund II
                  Eaton Vance Insured Ohio Municipal Bond Fund
              Eaton Vance Insured Pennsylvania Municipal Bond Fund


                            The Eaton Vance Building
                                255 State Street
                           Boston, Massachusetts 02109



                                              May 27, 2005


Dear Shareholder:

     You are cordially  invited to attend the Annual Meeting of  Shareholders of
your Fund,  which will be held at The Eaton Vance  Building,  255 State  Street,
Boston,  Massachusetts  02109,  on Friday,  July 22,  2005 at 1:30 P.M.  (Boston
time).

     At this  meeting,  you will be asked to consider  the election of Trustees.
The enclosed proxy statement contains additional information.

     We hope that you will be able to attend  the  meeting.  Whether  or not you
plan to attend and  regardless  of the number of shares you own, it is important
that  your  shares be  represented.  I urge you to  complete,  sign and date the
enclosed proxy card and return it in the enclosed  postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

                                              Sincerely,

                                              /s/ Thomas J. Fetter
                                              ------------------------
                                              Thomas J. Fetter
                                              President


         YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY


IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL  MEETING.  WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON,  YOU ARE  REQUESTED TO  COMPLETE,  SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE.  YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.



               Eaton Vance Insured California Municipal Bond Fund
             Eaton Vance Insured California Municipal Bond Fund II
                Eaton Vance Insured Florida Municipal Bond Fund
             Eaton Vance Insured Massachusetts Municipal Bond Fund
                Eaton Vance Insured Michigan Municipal Bond Fund
                    Eaton Vance Insured Municipal Bond Fund
                   Eaton Vance Insured Municipal Bond Fund II
               Eaton Vance Insured New Jersey Municipal Bond Fund
                Eaton Vance Insured New York Municipal Bond Fund
              Eaton Vance Insured New York Municipal Bond Fund II
                  Eaton Vance Insured Ohio Municipal Bond Fund
              Eaton Vance Insured Pennsylvania Municipal Bond Fund


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        To Be Held Friday, July 22, 2005

     The  Annual  Meeting  of  Shareholders  of  each  of the  above  registered
investment  companies,  each a Massachusetts  business trust  (collectively  the
"Funds"),  will be held at the  principal  office of each Fund,  The Eaton Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30 P.M. (Boston time), for the following purposes:

     1.   To elect four Class III  Trustees  of each Fund,  one of whom shall be
          elected solely by the holders of each Fund's Auction Preferred Shares.

     2.   To consider  and act upon any other  matters  that may  properly  come
          before the meeting and any adjourned session thereof.

     Each Fund will hold a separate meeting. Shareholders of each Fund will vote
separately.

     The Board of  Trustees  of each Fund has fixed the close of business on May
13, 2005 as the record date for the  determination of the shareholders of a Fund
entitled to notice of and to vote at the meeting and any adjournments thereof.


                                              By Order of each Board of Trustees

                                              /s/ Alan R. Dynner
                                              --------------------------
                                              Alan R. Dynner
                                              Secretary


May 27, 2005
Boston, Massachusetts



                                    IMPORTANT

SHAREHOLDERS  CAN HELP THE BOARD OF TRUSTEES  OF THEIR FUND AVOID THE  NECESSITY
AND ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER  SOLICITATIONS TO OBTAIN A QUORUM
BY PROMPTLY  RETURNING  THE  ENCLOSED  PROXY.  THE ENCLOSED  ADDRESSED  ENVELOPE
REQUIRES  NO  POSTAGE IF MAILED IN THE UNITED  STATES AND IS  INTENDED  FOR YOUR
CONVENIENCE.



               Eaton Vance Insured California Municipal Bond Fund
             Eaton Vance Insured California Municipal Bond Fund II
                Eaton Vance Insured Florida Municipal Bond Fund
             Eaton Vance Insured Massachusetts Municipal Bond Fund
                Eaton Vance Insured Michigan Municipal Bond Fund
                    Eaton Vance Insured Municipal Bond Fund
                   Eaton Vance Insured Municipal Bond Fund II
               Eaton Vance Insured New Jersey Municipal Bond Fund
                Eaton Vance Insured New York Municipal Bond Fund
              Eaton Vance Insured New York Municipal Bond Fund II
                  Eaton Vance Insured Ohio Municipal Bond Fund
              Eaton Vance Insured Pennsylvania Municipal Bond Fund


                            The Eaton Vance Building
                                255 State Street
                           Boston, Massachusetts 02109


                                 PROXY STATEMENT

     A proxy is enclosed  with the  foregoing  Notice of the Annual  Meetings of
Shareholders  of  Eaton  Vance  Insured  California  Municipal  Bond  Fund  (the
"California Fund"),  Eaton Vance Insured California  Municipal Bond Fund II (the
"California  Fund II"),  Eaton Vance Insured  Florida  Municipal  Bond Fund (the
"Florida  Fund"),  Eaton Vance Insured  Massachusetts  Municipal  Bond Fund (the
"Massachusetts  Fund"),  Eaton Vance Insured  Michigan  Municipal Bond Fund (the
"Michigan  Fund"),  Eaton  Vance  Insured  Municipal  Bond Fund (the  "Municipal
Fund"),  Eaton Vance Insured  Municipal Bond Fund II (the  "Municipal Fund II"),
Eaton Vance  Insured  New Jersey  Municipal  Bond Fund (the "New Jersey  Fund"),
Eaton Vance Insured New York  Municipal  Bond Fund (the "New York Fund"),  Eaton
Vance Insured New York  Municipal  Bond Fund II (the "New York Fund II"),  Eaton
Vance Insured Ohio Municipal Bond Fund (the "Ohio Fund") and Eaton Vance Insured
Pennsylvania Bond Fund (the "Pennsylvania Fund") (collectively the "Funds"),  to
be held July 22, 2005, for the benefit of  shareholders  who do not expect to be
present  at the  meeting.  This  proxy is  solicited  on  behalf of the Board of
Trustees  of each  Fund,  and is  revocable  by the  person  giving  it prior to
exercise by a signed  writing filed with the Funds'  Secretary,  or by executing
and  delivering a later dated proxy,  or by attending the meeting and voting the
shares in person.  Each proxy will be voted in accordance with its instructions;
if no instruction  is given,  an executed proxy will authorize the persons named
as attorneys,  or any of them, to vote in favor of the election of each Trustee.
This proxy material is being mailed to shareholders on or about May 27, 2005.

     The Board of  Trustees  of each Fund has fixed the close of business on May
13, 2005 as the record date for the  determination of the shareholders  entitled
to  notice  of  and to  vote  at  the  meeting  and  any  adjournments  thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. The number of Common Shares, $.01 par value per share,
and  the  number  of  Auction  Preferred  Shares,  $.01  par  value  per  share,
liquidation  preference  $25,000 per share ("APS"),  of each Fund outstanding on
May 13, 2005 were as follows:

                                         No. of Common            No. of APS
                                       Shares Outstanding     Shares Outstanding
Fund                                      May 13, 2005           May 13, 2005
- ----                                      ------------           ------------
California Fund                            21,628,203               7,800
California Fund II                          3,858,604               1,350
Florida Fund                                2,569,579                 900
Massachusetts Fund                          1,749,283                 620
Michigan Fund                               1,510,293                 540
Municipal Fund                             64,606,667              23,700
Municipal Fund II                           9,916,106               3,500
New Jersey Fund                             2,559,448                 900
New York Fund                              15,698,145               5,700
New York Fund II                            2,554,347                 900
Ohio Fund                                   2,511,890                 875
Pennsylvania Fund                           2,941,039               1,040



     Each Fund will vote  separately on each item;  votes of multiple Funds will
not be aggregated.

     As  of  May  13,  2005,  to  each  Fund's  knowledge,  (i)  no  shareholder
beneficially  owned more than 5% of the  outstanding  shares of a Fund; and (ii)
the  Trustees  and  officers of each Fund,  individually  and as a group,  owned
beneficially less than 1% of the outstanding shares of each Fund.

     The Boards of  Trustees  of the Funds know of no  business  other than that
mentioned  in  Item 1 of the  Notice  of  Meeting  that  will be  presented  for
consideration.  If any other matters are properly presented, it is the intention
of the persons  named as attorneys in the enclosed  proxy to vote the proxies in
accordance with their judgment on such matters.

                        PROPOSAL 1. ELECTION OF TRUSTEES

     Each Fund's  Declaration  of Trust provides that a majority of the Trustees
shall fix the number of the entire  Board and that such number shall be at least
two and no greater than fifteen.  Each Board has fixed the number of Trustees at
eight,  effective the date of the annual  meeting.  Each Fund's  Declaration  of
Trust further  provides  that the Board of Trustees  shall be divided into three
classes. The term of office of the Class III Trustees expires on the date of the
2005 Annual Meeting, and the term of office of the Class I and Class II Trustees
will  expire  one and two  years  thereafter,  respectively.  Accordingly,  only
nominees for Class III Trustees are currently  proposed for  election.  Trustees
chosen to succeed the Trustees  whose terms are  expiring  will be elected for a
three-year  term.  An  effect of  staggered  terms is to limit  the  ability  of
entities or persons to acquire control of a Fund.

     Proxies will be voted for the election of the following Class III nominees:
Benjamin C. Esty,  Ronald A. Pearlman,  Norton H. Reamer and Ralph E. Verni. Mr.
Reamer will be elected  solely by the holders of each Fund's  Auction  Preferred
Shares. Each nominee, with the exception of Messrs. Esty and Verni, is currently
serving as a Trustee and has  consented  to  continue to so serve.  In the event
that a nominee  is unable to serve for any  reason  (which is not now  expected)
when the election occurs,  the  accompanying  Proxy will be voted for such other
person or persons as the Board of Trustees may recommend.

     The Class I Trustees  serving until the 2006 Annual  Meeting are William H.
Park and Lynn A.  Stout.  The Class II  Trustees  serving  until the 2007 Annual
Meeting are James B. Hawkes and Samuel L. Hayes, III.

     The  nominees  for Class III Trustee and each  Fund's  current  Class I and
Class II Trustees  and their  principal  occupations  for at least the last five
years are described below.



                                    TRUSTEES
                                                                                                       Number of
                                         Term of                                                     Portfolios in
                          Position(s)   Office and                                                   Fund Complex         Other
Name, Address              Held with    Length of      Overseen by      Held by                       Overseen by     Directorships
and Age(1)                   Fund       Time Served   Principal Occupations During Past Five Years    Trustee(2)     Held by Trustee
- -----------------------   -----------   -----------   --------------------------------------------   -------------   ---------------
                                          CLASS III TRUSTEES NOMINATED FOR ELECTION

NONINTERESTED TRUSTEES
                                                                                                      

Benjamin C. Esty          Current       ____          Professor, Harvard University Graduate              ___        None
DOB:  1/2/63              Nominee                     School of Business Administration (since
                          for Class                   2003).  Formerly, Associate Professor,
                          III Trustee                 Harvard University Graduate School of
                                                      Business Administration (2000-2003).

                                       2


Ronald A. Pearlman        Class III     Until 2005.   Professor of Law, Georgetown University             197        None
DOB:  7/10/40             Trustee       Trustee       Law Center (since 1999).  Formerly, Tax
                                        since 2003.   Partner, Covington & Burling, Washington,
                                                      DC (1991-2000).

Norton H. Reamer(A)       Class III     Until 2005.   President, Chief Executive Officer and a            197        None
DOB:  9/21/35             Trustee       3 years.      Director of Asset Management Finance Corp.
                                        Trustee       (a specialty finance company serving the
                                        since 2002.   investment management industry) (since
                                                      October 2003). President, Unicorn Corporation
                                                      (an investment and financial advisory services
                                                      company) (since September 2000).  Formerly,
                                                      Chairman and Chief Operating Officer, Hellman,
                                                      Jordan Management Co., Inc. (an investment
                                                      management company) (2000-2003). Formerly,
                                                      Advisory Director of Berkshire Capital
                                                      Corporation (investment banking firm)
                                                      (2002-2003).  Formerly, Chairman of the Board,
                                                      United Asset Management Corporation (a holding
                                                      company owning institutional investment
                                                      management firms) and Chairman, President and
                                                      Director, UAM Funds (mutual funds) (1980-2000).

Ralph F. Verni            Current       ____          Consultant and private investor (since 2000).       ___        Director of
DOB:  1/26/43             Nominee                     Formerly, President and Chief Executive Officer,               W.P. Carey &
                          for Class                   Redwood Investment Systems, Inc. (software                     Company LLC
                          III Trustee                 developer) (2000). Formerly, President and                     (manager of
                                                      Chief Executive Officer, State Street Research                 real estate
                                                      & Management (investment adviser), SSRM                        investment
                                                      Holdings (parent of State Street Research &                    trusts)
                                                      Management), and SSR Realty (institutional
                                                      realty manager) (1992-2000).


                                                CLASS I AND CLASS II TRUSTEES

INTERESTED TRUSTEE

James B. Hawkes           Vice          Until 2007.   Chairman, President and Chief Executive Officer     197        Director of
DOB:  11/9/41             President     3 years.      of Eaton Vance Management, and its corporate                   Eaton Vance
                          and Class     Trustee       parent and trustee (Eaton Vance Corp. and Eaton                Corp.
                          II Trustee    since 2002.   Vance, Inc.); Vice President and Director of
                                                      Eaton Vance Distributors, Inc.; Director of
                                                      Eaton Vance, Inc.  Trustee and/or officer of
                                                      197 registered investment companies in the
                                                      Eaton Vance Fund Complex.

                                       3


NONINTERESTED TRUSTEES

Samuel L. Hayes, III(A)   Chairman      Until 2007.   Jacob H. Schiff Professor of Investment             197     Director of
DOB:  2/23/35             of the        3 years.      Banking Emeritus, Harvard University Graduate               Tiffany & Co.
                          Board and     Trustee       School of Business Administration                           (specialty
                          Class II      since 2002;                                                               retailer) and
                          Trustee       Chairman                                                                  Telect, Inc.
                                        since 2005.                                                               (telecommunication
                                                                                                                  services company)

William H. Park           Class I       Until 2006.   President and Chief Executive Officer, Prizm        197     None
DOB:  9/19/47             Trustee       Trustee       Capital Management, LLC (Investment management
                                        since 2003.   firm) (since 2002). Executive Vice President
                                                      and Chief Financial Officer, United Asset
                                                      Management Corporation (a holding company
                                                      owning institutional investment management
                                                      firms) (1982-2001).

Lynn A. Stout             Class I       Until 2006.   Professor of Law, University of California at       197     None
DOB:  9/14/57             Trustee       3 years.      Los Angeles, School of Law (since July 2001).
                                        Trustee       Formerly, Professor of Law, Georgetown
                                        since 2002.   University Law Center.

(1)  The business address of each Trustee is The Eaton Vance Building, 255 State
     Street, Boston, MA 02109.
(2)  Includes both master and feeder funds in master-feeder structure.
(A)  APS Trustee.

INTERESTED TRUSTEE

     James B. Hawkes is an  "interested  person"  (as defined in the  Investment
Company Act of 1940 (the "1940 Act")) by reason of his  affiliations  with Eaton
Vance Management ("EVM" or "Eaton Vance"),  each Fund's investment adviser,  and
Eaton Vance Corp.  ("EVC"),  a publicly-held  holding company which owns all the
outstanding shares of EVM; and of EVM's trustee, Eaton Vance, Inc. ("EV"). (EVM,
EVC, and their  affiliates are sometimes  referred to  collectively  as the "EVC
organization".)

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

     Under the terms of each Fund's  By-Laws,  as amended (the  "By-Laws"),  the
holders of the APS are entitled as a class,  to the  exclusion of the holders of
the Common  Shares,  to elect two Trustees of each Fund  (identified by an "(A)"
after their names above).  Simply  stated,  the APS Trustees are only elected by
the  holders of the  Fund's  APS.  Holders  of Common  Shares do not vote on the
election of APS  Trustees.  Norton H. Reamer has been  nominated for election by
the holders of the APS.  The  By-Laws  further  provide for the  election of the
other  nominees  named  above by the  holders of the Common  Shares and the APS,
voting as a single class.  Election of Trustees is non-cumulative.  Shareholders
do not have  appraisal  rights in  connection  with the  proposals in this proxy
statement.  The Trustees of a Fund shall be elected by a plurality of the shares
of the Fund entitled to vote.

     The following table shows the dollar range of shares  beneficially owned in
a Fund and in all Eaton Vance funds by each Trustee or nominee for Trustee:

                                       4




                                                              Aggregate Dollar Range of Equity
                                        Dollar Range of      Securities in all Eaton Vance Funds
Name of Trustee                        Fund Shares Held+            Overseen by Trustee+
- ------------------------------------------------------------------------------------------------
                                                                  
INTERESTED TRUSTEE
 James B. Hawkes                              None                      Over $100,000

NONINTERESTED TRUSTEES
 Samuel L. Hayes, III                         None                      Over $100,000*
 William H. Park                              None                      Over $100,000
 Ronald A. Pearlman                           None                      Over $100,000
 Norton H. Reamer                        Over $100,000**                Over $100,000
 Lynn A. Stout                                None                      Over $100,000*

NOMINEES FOR NONINTERESTED TRUSTEE
 Benjamin C. Esty                             None                           None
 Ralph F. Verni                               None                           None

+    Figures are as of May 13, 2005.
*    Includes shares held in Trustee Deferred Compensation Plan.
**   Shares held in Municipal Fund.

BOARD MEETINGS AND COMMITTEES

     During the fiscal year ended  September 30, 2004, the Trustees of each Fund
met nine times. The Board of Trustees has three formal standing  committees,  an
Audit  Committee,  a Special  Committee  and a Governance  Committee.  The Audit
Committee met four times, the Special Committee met six times and the Governance
Committee met five times during such period.  Each Fund's  Trustees listed above
attended  at least 75% of such Board and  committee  meetings on which he or she
serves. None of the Trustees attended the 2004 Annual Meeting of Shareholders.

     The Audit,  Special and  Governance  Committees of the Board of Trustees of
each Fund are each  comprised  of Trustees who are not  "interested  persons" as
that term is defined under the 1940 Act ("Independent Trustees"). The respective
duties and  responsibilities  of these  Committees  remain under the  continuing
review of the Governance Committee and the Board.

     Messrs.  Reamer  (Chair),  Hayes,  Park and Ms.  Stout  serve on the  Audit
Committee  of the Board of Trustees  of each Fund,  such Audit  Committee  being
established in accordance with Section 3(a)(58)A of the Securities  Exchange Act
of 1934. Each Audit Committee member is independent  under the listing standards
of the American Stock  Exchange.  The purposes of the Audit Committee are to (i)
oversee the Fund's accounting and financial  reporting  processes,  its internal
control over financial reporting, and, as appropriate, the internal control over
financial   reporting  of  certain  service  providers;   (ii)  oversee  or,  as
appropriate,  assist Board  oversight of the quality and integrity of the Fund's
financial  statements and the independent audit thereof;  (iii) oversee,  or, as
appropriate,  assist Board  oversight of, the Fund's  compliance  with legal and
regulatory  requirements  that  relate to the Fund's  accounting  and  financial
reporting,  internal  control over financial  reporting and independent  audits;
(iv) approve,  prior to  appointment,  the  engagement  and,  when  appropriate,
replacement  of  the  independent   auditors,   and,  if  applicable,   nominate
independent  auditors to be proposed for  shareholder  ratification in any proxy
statement  of the  Fund;  (v)  evaluate  the  qualifications,  independence  and
performance  of the  independent  auditors  and the audit  partner  in charge of
leading the audit; and (vi) prepare such Audit Committee reports consistent with
the  requirements  of Rule 306 of  Regulation  S-K for  inclusion  in the  proxy
statement for the Annual Meeting of  Shareholders  of the Fund. The Fund's Board
of Trustees  has adopted a written  charter for its Audit  Committee,  a copy of
which is attached as Exhibit A. The Audit Committee's  Report is set forth below
under "Additional Information". The Board of Trustees of the Fund has designated
Messrs. Park, Hayes and Reamer as the Fund's Audit Committee financial experts.

                                       5


     Messrs. Hayes (Chair), Park, Pearlman and Reamer and Ms. Stout serve on the
Special  Committee  of the Board of Trustees of each Fund.  The  purposes of the
Special  Committee  are to consider,  evaluate and make  recommendations  to the
Board of Trustees concerning the following matters: (i) contractual arrangements
with each  service  provider  to the  Fund,  including  advisory,  sub-advisory,
transfer agency,  custodial and fund accounting,  distribution services (if any)
and administrative  services; (ii) any and all other matters in which any of the
Fund's  service  providers  (including  Eaton  Vance  or any  affiliated  entity
thereof) has an actual or potential  conflict of interest  with the interests of
the Fund or its shareholders;  and (iii) any other matter appropriate for review
by the Independent Trustees, unless the matter is within the responsibilities of
the Audit Committee or the Governance Committee of the Fund.

     Ms. Stout (Chair) and Messrs. Hayes, Park, Pearlman and Reamer serve on the
Governance  Committee  of the Board of  Trustees of each Fund.  Each  Governance
Committee  member is  independent  under the listing  standards  of the American
Stock Exchange. The purpose of the Governance Committee is to consider, evaluate
and make recommendations to the Board of Trustees with respect to the structure,
membership  and operation of the Board of Trustees and the  Committees  thereof,
including the nomination and selection of Independent Trustees and a Chairperson
of the Board and the compensation of Independent Trustees.

     The  Fund's  Board of  Trustees  has  adopted  a  written  charter  for its
Governance  Committee  not available on the Funds'  website,  a copy of which is
attached  as  Exhibit  B. The  Governance  Committee  identifies  candidates  by
obtaining referrals from such sources as it deems appropriate, which may include
current  Trustees,  management  of the Fund,  counsel and other  advisors to the
Trustees, and shareholders of the Funds who submit recommendations in accordance
with the procedures  described in the Committee's charter. In no event shall the
Governance  Committee  consider as a candidate to fill any vacancy an individual
recommended  by  management  of the Fund,  unless the  Governance  Committee has
invited management to make such a recommendation. The Governance Committee will,
when a vacancy exists or is  anticipated,  consider any nominee for  Independent
Trustee  recommended  by a shareholder  if such  recommendation  is submitted in
writing to the Governance Committee,  contains sufficient background information
concerning the candidate,  including  evidence the candidate is willing to serve
as an  Independent  Trustee if selected for the  position,  and is received in a
sufficiently   timely  manner.   The  Governance   Committee's   procedures  for
identifying and evaluating  candidates for the position of Independent  Trustee,
including the procedures to be followed by  shareholders  of the Fund wishing to
recommend such candidates for consideration by the Governance  Committee and the
qualifications the Governance Committee will consider, are set forth in Appendix
A to the Committee's  charter.  Messrs.  Esty and Verni were  recommended to the
Governance Committee by one of the Independent Trustees.

COMMUNICATIONS WITH THE BOARD

     Shareholders  wishing to communicate  with the Board may do so by sending a
written  communication  to the Chairperson of the Board,  any Chairperson of the
Audit Committee, Special Committee or Governance Committee or to the Independent
Trustees as a group, at the following  address:  The Eaton Vance  Building,  255
State Street, Boston, MA 02109, c/o the Secretary of the applicable Fund.

REMUNERATION OF TRUSTEES

     The fees and expenses of those Trustees of each Fund who are not members of
the Eaton  Vance  Organization  will be paid by the Funds.  For the fiscal  year
ended  September 30, 2004,  the  noninterested  Trustees of the Funds earned the
following compensation in their capacities as Trustees of the Funds, and for the
year  ended  December  31,  2004  earned  the  following  compensation  in their
capacities as Trustees of the funds in the Eaton Vance fund complex(1):

                                       6



                              Samuel L.      William H.      Ronald A.      Norton H.      Lynn A.
                             Hayes, III         Park         Pearlman        Reamer         Stout
                             ----------         ----         --------        ------         -----
                                                                           
California Fund               $  3,081        $  2,775       $  2,787       $  2,925      $  2,945
California Fund II               1,272           1,115          1,038          1,208         1,088
Florida Fund                       283             259            273            268           290
Massachusetts Fund                 283             259            273            268           290
Michigan Fund                       29              26             27             27            29
Municipal Fund                   4,099           3,709          3,771          3,891         3,989
Municipal Fund II                1,611           1,427          1,366          1,530         1,436
New Jersey Fund                    283             259            273            268           290
New York Fund                    2,403           2,153          2,131          2,281         2,248
New York Fund II                   283             259            273            268           290
Ohio Fund                          283             259            273            268           290
Pennsylvania Fund                  283             259            273            268           290
Total Compensation from
Funds and Fund Complex        $200,000        $180,000(2)    $180,000       $190,000      $190,000(3)

(1)  As of May 1, 2005, the Eaton Vance fund complex consisted of 195 registered
     investment companies or series thereof.
(2)  Includes $107,008 of deferred compensation.
(3)  Includes $45,000 of deferred compensation.

     Trustees of each Fund who are not affiliated  with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees  Deferred  Compensation Plan (the "Trustees'  Plan").  Under
each  Trustees'  Plan,  an eligible  Trustee may elect to have his deferred fees
invested by each Fund in the shares of one or more funds in the Eaton Vance fund
complex,  and the amount paid to the Trustees  under each Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance  with each Trustees' Plan will have a negligible  effect on a
Fund's assets,  liabilities,  and net income per share,  and will not obligate a
Fund to  retain  the  services  of any  Trustee  or  obligate  a Fund to pay any
particular  level of compensation to the Trustee.  No Fund has a retirement plan
for its Trustees.

     THE BOARD OF TRUSTEES OF EACH FUND  RECOMMENDS THAT  SHAREHOLDERS  VOTE FOR
THE ELECTION OF THE FOUR CLASS III TRUSTEE NOMINEES.

                       NOTICE TO BANKS AND BROKER/DEALERS

     Each Fund has previously  solicited all Nominee and Broker/Dealer  accounts
as to the number of  additional  proxy  statements  required to supply owners of
shares.  Should  additional  proxy material be required for  beneficial  owners,
please forward such requests to PFPC Inc.,  Attention:  Ms. Maura Stanley,  P.O.
Box 43027, Providence, RI 02940-3027.

                             ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT.  Each Fund's Audit Committee  reviewed and discussed the
audited financial  statements with Fund management.  Each Fund's Audit Committee
also  discussed  with  the  independent  auditors  the  matters  required  to be
discussed by SAS 61  (Codification  of Statements on Auditing  Standards).  Each
Audit  Committee  received  the  written  disclosures  and the  letter  from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence  Standards Board Standard No. 1, Independence
Discussions with Audit Committees) and discussed with the independent registered
public accounting firm their independence.

     Based on the review and discussions referred to above, each Audit Committee
recommended  to the Board of Trustees that the audited  financial  statements be

                                       7

included in the Fund's annual report to  shareholders  for the fiscal year ended
September 30, 2004 for filing with the Securities and Exchange Commission.

                                                 Norton H. Reamer, Chair
                                                 Samuel L. Hayes, III
                                                 William H. Park
                                                 Lynn A. Stout

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street,  Boston,  Massachusetts 02116, serves as independent registered
public  accounting firm of each Fund.  Deloitte is expected to be present at the
Annual  Meeting,  but if not, a  representative  will be  available by telephone
should the need for consultation  arise.  Representatives  of Deloitte will have
the  opportunity  to  make a  statement  if  they  desire  to do so and  will be
available to respond to appropriate questions.

     Aggregate audit, audit-related,  tax, and other fees billed to each Fund by
the  Fund's  independent  registered  public  accounting  firm for the  relevant
periods are set forth on Exhibit C hereto.  Aggregate non-audit fees (i.e., fees
for  audit-related,  tax, and other services) billed for the relevant periods to
(i) each Fund by the Fund's  independent  registered public accounting firm; and
(ii) Eaton Vance Corp. by the Fund's  independent  registered  public accounting
firm are also set forth on Exhibit C hereto.

     Each Fund's Audit Committee has adopted policies and procedures relating to
the  pre-approval  of  services  provided by the Fund's  independent  registered
public accounting firm (the "Pre-Approval Policies").  The Pre-Approval Policies
establish  a  framework  intended  to assist the Audit  Committee  in the proper
discharge  of  its  pre-approval  responsibilities.  As a  general  matter,  the
Pre-Approval  Policies (i) specify certain types of audit,  audit-related,  tax,
and other services  determined to be  pre-approved by the Audit  Committee;  and
(ii) delineate specific  procedures  governing the mechanics of the pre-approval
process,  including the approval and  monitoring of audit and non-audit  service
fees.  Unless a service  is  specifically  pre-approved  under the  Pre-Approval
Policies,  it  must be  separately  pre-approved  by the  Audit  Committee.  The
Pre-Approval Policies and the types of audit and non-audit services pre-approved
therein must be reviewed  and  ratified by each Fund's Audit  Committee at least
annually.  The Fund's Audit  Committee  maintains  full  responsibility  for the
appointment,  compensation,  and oversight of the work of the Fund's independent
registered public accounting firm.

     Each Fund's Audit  Committee  has  considered  whether the provision by the
Fund's  independent  registered public accounting firm of non-audit  services to
the Fund's  investment  adviser,  as well as any of its affiliates  that provide
ongoing  services  to the Fund,  that  were not  pre-approved  pursuant  to Rule
2-01(c)(7)(ii)  of Regulation S-X is compatible with maintaining the independent
registered public accounting firm's independence.

OFFICERS OF THE FUNDS. The officers of the Funds and their length of service are
set forth  below.  The  officers of the Funds hold  indefinite  terms of office.
Because of their  positions  with Eaton Vance and their  ownership of EVC stock,
the officers of the Funds will benefit from the advisory and administration fees
paid by each Fund to Eaton Vance.



                                            Term of Office
                            Position(s)     and Length of    Principal Occupations
Name, Address and Age(1)   Held with Fund    Time Served     During Past Five Years(2)
- ------------------------------------------------------------------------------------------------------------------------------------
                                          

Thomas J. Fetter           President        Since 2002       Vice President of Eaton Vance and BMR. Officer of 124 registered
DOB: 8/20/43                                                 investment companies managed by Eaton Vance or BMR.

                                       8


William H. Ahern, Jr.      Vice President   Since 2002       Vice President of Eaton Vance and BMR.  Officer of 78 registered
DOB: 7/28/59               of the                            investment companies managed by Eaton Vance or BMR.
                           Michigan and
                           Municipal II
                           Funds

Craig R. Brandon           Vice President   Since 2004       Vice President of Eaton Vance and BMR.  Officer of 44 registered
DOB: 12/21/66              of the                            investment companies managed by Eaton Vance or BMR.
                           California and
                           Florida Funds

Cynthia J. Clemson         Vice President   Since 2002       Vice President of Eaton Vance and BMR.  Officer of 107 registered
DOB: 3/2/63                                                  investment companies managed by Eaton Vance or BMR.

Robert B. MacIntosh        Vice President   Since 2002       Vice President of Eaton Vance and BMR.  Officer of 124 registered
DOB: 1/22/57                                                 investment companies managed by Eaton Vance or BMR.

Thomas M. Metzold          Vice President   Since 2005       Vice President of Eaton Vance and BMR.  Officer of 49 registered
DOB: 8/3/58                of the                            investment companies managed by Eaton Vance or BMR.
                           Pennsylvania
                           Fund

Alan R. Dynner             Secretary        Since 2002       Vice President, Secretary and Chief Legal Officer of Eaton Vance,
DOB: 10/10/40                                                BMR, EVD, EV and EVC.  Officer of 197 registered investment companies
                                                             managed by Eaton Vance or BMR.

James L. O'Connor          Treasurer        Since 2002       Vice President of Eaton Vance, BMR and EVD.  Officer of 121
DOB: 4/1/45                                                  registered investment companies managed by Eaton Vance or BMR.

Paul M. O'Neil             Chief            Since 2004       Vice President of Eaton Vance and BMR.  Officer of 197 registered
DOB: 7/11/53               Compliance                        investment companies managed by Eaton Vance or BMR.
                           Officer

(1)  The business address of each officer is The Eaton Vance Building, 255 State
     Street, Boston, MA 02109.
(2)  Includes both master and feeder funds in master-feeder structure.

INVESTMENT ADVISER AND ADMINISTRATOR

     Eaton  Vance  Management,  with its  principal  office at The  Eaton  Vance
Building,  255  State  Street,  Boston,   Massachusetts  02109,  serves  as  the
investment adviser and administrator to each Fund.

PROXY SOLICITATION AND TABULATION

     The expense of  preparing,  printing and mailing this Proxy  Statement  and
enclosures  and the  costs of  soliciting  proxies  on  behalf  of the  Board of
Trustees  of each Fund  will be borne  ratably  by the  Funds.  Proxies  will be
solicited by mail and may be solicited in person or by telephone or facsimile by
officers of a Fund,  by personnel  of its  administrator,  Eaton  Vance,  by the
transfer agent,  PFPC Inc., or by broker-dealer  firms. The expenses  associated
with the  solicitation of these proxies and with any further proxies that may be
solicited by a Fund's officers,  by Eaton Vance  personnel,  by PFPC Inc., or by
broker-dealer firms, in person, or by telephone or by facsimile will be borne by
that Fund. A written  proxy may be  delivered  to a Fund or its  transfer  agent
prior to the meeting by facsimile machine,  graphic  communication  equipment or
similar  electronic  transmission.  A Fund will reimburse  banks,  broker-dealer
firms, and other persons holding that Fund's shares registered in their names or
in the names of their  nominees,  for their  expenses  incurred in sending proxy
material to and  obtaining  proxies from the  beneficial  owners of such shares.
Total  estimated  proxy  solicitation  costs per Fund range  between  $2,857 and
$103,272.

     All proxy  cards  solicited  by the  Board of  Trustees  that are  properly
executed and received by the Secretary  prior to the meeting,  and which are not
revoked,  will be voted at the meeting.  Shares represented by such proxies will

                                       9


be voted in accordance with the  instructions  thereon.  If no  specification is
made on the proxy  card with  respect  to  Proposal  1, it will be voted FOR the
matters  specified  on the proxy  card.  All shares  that are voted and votes to
ABSTAIN will be counted towards establishing a quorum, as will broker non-votes.
(Broker  non-votes are shares for which (i) the  beneficial  owner has not voted
and (ii) the broker holding the shares does not have discretionary  authority to
vote on the particular matter.)  Accordingly,  abstentions and broker non-votes,
which will be treated as shares  that are  present at the meeting but which have
not been  voted,  will assist the Fund in  obtaining a quorum,  but will have no
effect on the outcome of Proposal 1.

     In the event that a quorum is not present at the meeting, or if a quorum is
present at the meeting but sufficient  votes by the  shareholders of the Fund in
favor of the  Proposal  set forth in the Notice of this meeting are not received
by July 22, 2005,  the persons  named as  attorneys  in the  enclosed  proxy may
propose one or more  adjournments of the meeting to permit further  solicitation
of  proxies.  A  shareholder  vote may be taken  on the  Proposal  prior to such
adjournment  if  sufficient  votes  have  been  received  and  it  is  otherwise
appropriate.  Any such  adjournment  will  require the  affirmative  vote of the
holders of a majority  of the shares of that Fund  present in person or by proxy
at the session of the meeting to be adjourned. The persons named as attorneys in
the enclosed  proxy will vote in favor of such  adjournment  those proxies which
they  are  entitled  to  vote  in  favor  of  the  Proposal  for  which  further
solicitation  of  proxies  is to be  made.  They  will  vote  against  any  such
adjournment those proxies required to be voted against such Proposal.  The costs
of any such additional  solicitation and of any adjourned  session will be borne
by the relevant Fund.

     Each Fund will  furnish  without  charge,  a copy of the Fund's most recent
Annual Report to any shareholder upon request. Shareholders desiring to obtain a
copy of such report  should  write to the Fund c/o PFPC Inc.,  Attn:  Ms.  Maura
Stanley, P.O. Box 43027, Providence, RI 02940-3027, or call 1-800-331-1710.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of the copies of the forms received by the Funds, all
of the  Trustees  and  officers of each Fund,  EVM and its  affiliates,  and any
person who owns more than ten percent of a Fund's  outstanding  securities  have
made all filings required under Section 16(a) of the Securities  Exchange Act of
1934 regarding ownership of shares of the Funds for the Funds' fiscal year ended
September 30, 2004.

                              SHAREHOLDER PROPOSALS

     To be  considered  for  presentation  at a Fund's  2006  Annual  Meeting of
Shareholders,  a shareholder proposal submitted pursuant to Rule 14a-8 under the
Securities  Exchange Act of 1934 must be received at the Fund's principal office
c/o the Secretary of the Fund no later than January 28, 2006.  Written notice of
a  shareholder  proposal  submitted  outside the processes of Rule 14a-8 must be
delivered to the Fund's  principal office c/o the Secretary of the Fund no later
than April 24, 2006 and no earlier than March 27, 2006.  In order to be included
in a Fund's proxy  statement  and form of proxy,  a  shareholder  proposal  must
comply with all applicable legal  requirements.  Timely submission of a proposal
does not guarantee that such proposal will be included.


May 27, 2005

                                       10

                                    EXHIBIT A


                                EATON VANCE FUNDS

                             AUDIT COMMITTEE CHARTER

I.   COMPOSITION OF THE AUDIT COMMITTEE.  The Audit Committee of each registered
     investment  company  sponsored  by Eaton Vance  Management  (each a "Fund")
     shall be comprised of at least three Trustees of the Board.  All members of
     the Audit Committee shall be Trustees who are not "interested  persons" (as
     defined under the Investment  Company Act of 1940, as amended ) of any Fund
     or of  the  investment  adviser  or  sub-adviser  of  any  Fund  (each,  an
     "Independent Trustee" and collectively,  the "Independent  Trustees").  The
     members of the Audit  Committee  shall  consist of the  Chairperson  of the
     Board of Trustees and such other  Independent  Trustees as may be appointed
     by the  Board,  which  shall  also  determine  the  number and term of such
     members.  Each member of the Audit  Committee shall have been determined by
     the Board of Trustees to have no material relationship that would interfere
     with the  exercise  of his or her  independent  judgment.  No member of the
     Audit  Committee  shall  receive  any  compensation   from  a  Fund  except
     compensation  for  service  as a  member  or  Chairperson  of the  Board of
     Trustees or of a committee of the Board. Each member of the Audit Committee
     shall also satisfy the applicable Audit Committee  membership  requirements
     imposed under the rules of the American  Stock  Exchange and New York Stock
     Exchange  (and any other  national  securities  exchange  on which a Fund's
     shares are listed), as in effect from time to time,  including with respect
     to the member's former  affiliations or employment and financial  literacy.
     At least one  member of the Audit  Committee  must have the  accounting  or
     related  financial  management   expertise  and  financial   sophistication
     required under applicable rules of the American Stock Exchange and New York
     Stock Exchange.  Unless it determines that no member of the Audit Committee
     qualifies as an audit  committee  financial  expert as defined in Item 3 of
     Form N-CSR,  the Board of Trustees will identify one (or in its discretion,
     more  than  one)  member  of the  Audit  Committee  as an  audit  committee
     financial  expert.  A Chairperson of the Audit Committee shall be appointed
     by the Board of Trustees on the recommendation of the Governance Committee.

II.  PURPOSES OF THE AUDIT  COMMITTEE.  The purposes of the Audit  Committee are
     to:

     1.   oversee each Fund's accounting and financial reporting processes,  its
          internal control over financial  reporting,  and, as appropriate,  the
          internal   control  over  financial   reporting  of  certain   service
          providers;

     2.   oversee or, as appropriate,  assist Board oversight of the quality and
          integrity of the Funds' financial statements and the independent audit
          thereof;

     3.   oversee,  or, as  appropriate,  assist Board  oversight of, the Funds'
          compliance with legal and regulatory  requirements  that relate to the
          Funds'  accounting  and  financial  reporting,  internal  control over
          financial reporting and independent audits;

     4.   approve prior to  appointment  the engagement  and, when  appropriate,
          replacement of the independent auditors, and, if applicable,  nominate
          independent  auditors to be proposed for  shareholder  ratification in
          any proxy statement of a Fund;

     5.   evaluate  the  qualifications,  independence  and  performance  of the
          independent  auditors  and the audit  partner in charge of leading the
          audit; and

                                      A-1


     6.   prepare such audit committee reports  consistent with the requirements
          of Rule 306 of Regulation S-K for inclusion in the proxy statement for
          the annual meeting of shareholders of a Fund.

     The primary function of the Audit Committee is oversight.  The Committee is
not  responsible  for  managing  the  Funds  or for  performing  tasks  that are
delegated to the officers of any Fund,  any  investment  adviser to a Fund,  the
custodian of a Fund, and other service  providers for the Funds,  and nothing in
this charter shall be construed to reduce the responsibilities or liabilities of
management or the Funds' service providers,  including the independent auditors.
It is management's responsibility to maintain appropriate systems for accounting
and internal  control over  financial  reporting.  Specifically,  management  is
responsible  for:  (1)  the  preparation,  presentation  and  integrity  of  the
financial statements of each Fund; (2) the maintenance of appropriate accounting
and financial  reporting  principles  and policies;  and (3) the  maintenance of
internal  control over  financial  reporting  and other  procedures  designed to
assure  compliance with accounting  standards and related laws and  regulations.
The independent  auditors are responsible for planning and carrying out an audit
consistent with  applicable  legal and  professional  standards and the terms of
their engagement  letter,  and shall report directly to the Audit Committee.  In
performing its oversight function,  the Committee shall be entitled to rely upon
advice and information  that it receives in its  discussions and  communications
with  management,  the  independent  auditors  and such  experts,  advisors  and
professionals as may be consulted by the Committee.

III. MEETINGS OF THE AUDIT  COMMITTEE.  Meetings of the Audit Committee shall be
     held at such times (but not less frequently than annually),  at such places
     and for such  purposes  (consistent  with the  purposes  set  forth in this
     charter)  as  determined  from time to time by the Board of  Trustees,  the
     Chairperson of the Board of Trustees,  the Committee or the  Chairperson of
     the Committee.  The Audit Committee shall set its agenda and the places and
     times of its meetings.  The Audit  Committee may meet alone and outside the
     presence of  management  personnel  with any  auditor of a Fund,  and shall
     periodically  meet separately with management,  with internal  auditors (or
     other personnel  responsible for internal control of financial  reporting),
     with any independent  auditors  rendering reports to the Audit Committee or
     the Board of Trustees and with legal counsel.  A majority of the members of
     the Audit  Committee  shall  constitute  a quorum  for the  transaction  of
     business  at any  meeting,  and the  decision  of a majority of the members
     present and voting shall  determine  any matter  submitted  to a vote.  The
     Audit Committee may adopt such procedures or rules as it deems  appropriate
     to govern its conduct under this charter.

IV.  DUTIES AND POWERS OF THE AUDIT  COMMITTEE.  To carry out its purposes,  the
     Audit Committee shall have the following  duties and powers with respect to
     each Fund:

     1.   To review and discuss with management and the independent auditors the
          audited financial  statements and other periodic financial  statements
          of the  Fund  (including  disclosures  under  the  item  "Management's
          Discussion of Fund Performance").

     2.   To consider  the results of the  examination  of the Fund's  financial
          statements by the  independent  auditors,  the  independent  auditors'
          opinion with respect thereto,  and any management letter issued by the
          independent auditors.

                                      A-2


     3.   To review and discuss with the independent auditors:  (a) the scope of
          audits  and  audit  reports  and the  policies  relating  to  internal
          auditing  procedures  and  controls  and  the  accounting   principles
          employed  in the Fund's  financial  reports and any  proposed  changes
          therein; (b) the personnel, staffing, qualifications and experience of
          the independent auditors;  and (c) the compensation of the independent
          auditors.

     4.   To review and assess the performance of the  independent  auditors and
          to approve,  on behalf of the Board of Trustees,  the  appointment and
          compensation  of the  independent  auditors.  Approval  by  the  Audit
          Committee  shall  be  in  addition  to  any  approval  required  under
          applicable  law by a majority  of the members of the Board of Trustees
          who are not  "interested  persons"  of the Fund as  defined in Section
          2(a)(19) of the 1940 Act. In performing  this function,  the Committee
          shall:  (a) consider whether there should be a regular rotation of the
          Fund's  independent  auditing firm;  (b) discuss with the  independent
          auditors matters bearing upon the  qualifications  of such auditors as
          "independent" under applicable  standards of independence  established
          from time to time by the Securities and Exchange  Commission  ("SEC"),
          the Public Company  Accounting  Oversight  Board and other  regulatory
          authorities;  and (c) shall secure from the  independent  auditors the
          information  required by Independence  Standards Board Standard No. 1,
          Independence Discussions with Audit Committees, as in effect from time
          to time. The Audit  Committee shall actively engage in a dialogue with
          the independent  auditors with respect to any disclosed  relationships
          or services that may impact the  objectivity  and  independence of the
          independent auditors.

     5.   To  pre-approve:  (a) audit and  non-audit  services  provided  by the
          independent  auditors to the Fund; and (b) non-audit services provided
          by the  independent  auditors  to the  adviser  or  any  other  entity
          controlling,  controlled  by or under common  control with the adviser
          that provides on-going services to the Fund ("Adviser  Affiliates") if
          the engagement of the  independent  auditors  relates  directly to the
          operations and financial reporting of the Fund, as contemplated by the
          Sarbanes-Oxley  Act of 2002 (the  "Sarbanes-Oxley  Act") and the rules
          issued  by the SEC in  connection  therewith  (except,  in the case of
          non-audit  services  provided  to the Fund or any  Adviser  Affiliate,
          those  within   applicable   de  minimis   statutory   or   regulatory
          exceptions),  and to consider  the possible  effect of providing  such
          services on the independence of the independent auditors.

     6.   To adopt,  to the extent deemed  appropriate  by the Audit  Committee,
          policies and  procedures  for  pre-approval  of the audit or non-audit
          services referred to above, including policies and procedures by which
          the  Audit  Committee  may  delegate  to one or  more  of its  members
          authority to grant such  pre-approval on behalf of the Audit Committee
          (subject to subsequent  reporting to the Audit  Committee).  The Audit
          Committee  hereby  delegates  to each of its members the  authority to
          pre-approve any non-audit  services referred to above between meetings
          of the Audit  Committee,  provided that:  (i) all  reasonable  efforts
          shall be made to obtain such  pre-approval from the Chairperson of the
          Committee prior to seeking such  pre-approval from any other member of
          the Committee;  and (ii) all such  pre-approvals  shall be reported to
          the Audit Committee not later than the next meeting thereof.

     7.   To consider the controls  implemented by the independent  auditors and
          any measures  taken by management  to ensure that all items  requiring
          pre-approval by the Audit Committee are identified and referred to the
          Audit Committee in a timely fashion.

                                      A-3


     8.   To receive at least  annually  and prior to the filing with the SEC of
          the independent auditors' report on the Fund's financial statements, a
          report from such independent  auditors of: (i) all critical accounting
          policies and practices  used by the Fund (or, in  connection  with any
          update, any changes in such accounting  policies and practices),  (ii)
          all material alternative  accounting  treatments within GAAP that have
          been discussed with management since the last annual report or update,
          including the  ramifications of the use of the alternative  treatments
          and the  treatment  preferred  by the  accounting  firm,  (iii)  other
          material written  communications  between the independent auditors and
          the  management  of the Fund since the last  annual  report or update,
          (iv) a description of all non-audit services provided,  including fees
          associated with the services, to any fund complex of which the Fund is
          a part since the last annual  report or update that was not subject to
          the  pre-approval  requirements as discussed  above; and (v) any other
          matters  of  concern  relating  to the  Fund's  financial  statements,
          including any uncorrected  misstatements (or audit  differences) whose
          effects management  believes are immaterial,  both individually and in
          aggregate,  to the  financial  statements  taken as a  whole.  If this
          information is not  communicated to the Committee within 90 days prior
          to the audit report's  filing with the SEC, the  independent  auditors
          will be required to provide an update,  in the 90 day period  prior to
          the filing, of any changes to the previously reported information.

     9.   To review  and  discuss  with the  independent  auditors  the  matters
          required  to be  communicated  with  respect to the Fund  pursuant  to
          Statement on Auditing Standards (SAS) No. 61 "Communication With Audit
          Committees," as in effect from time to time, and to receive such other
          communications   or  reports  from  the   independent   auditors  (and
          management's  responses to such reports or  communications)  as may be
          required under applicable listing standards of the national securities
          exchanges  on which the Fund's  shares are listed,  including a report
          describing:   (1)  the  internal  quality-control  procedures  of  the
          independent  auditors,  any material  issues raised by the most recent
          internal  quality-control  review,  or peer review, of the independent
          auditors,  or by any  inquiry  or  investigation  by  governmental  or
          professional regulatory authorities,  within the preceding five years,
          respecting  one  or  more  independent   audits  carried  out  by  the
          independent  auditors,  and any  steps  taken  to deal  with  any such
          issues; and (2) all relationships between the independent auditors and
          the Fund and any other  relationships  or services that may impact the
          objectivity  and  independence  of the  independent  auditors.  To the
          extent  unresolved  disagreements  exist  between  management  and the
          independent auditors regarding the financial reporting of the Fund, it
          shall be the  responsibility  of the Audit  Committee  to resolve such
          disagreements.

     10.  To consider  and review with the  independent  auditors any reports of
          audit problems or  difficulties  that may have arisen in the course of
          the audit,  including any  limitations on the scope of the audit,  and
          management's response thereto.

     11.  To establish  hiring policies for employees or former employees of the
          independent  auditors  who will serve as officers or  employees of the
          Fund.

     12.  With  respect  to each Fund the  securities  of which are  listed on a
          national securities exchange,  to: (a) provide a recommendation to the
          Board of Trustees  regarding whether the audited financial  statements
          of the Fund should be included in the annual report to shareholders of
          the Fund; and (b) to prepare an audit committee report consistent with
          the  requirements  of Rule 306 of Regulation  S-K for inclusion in the
          proxy statement for the Fund's annual meeting of shareholders.

                                      A-4


     13.  To  discuss  generally  the  Fund's  earnings  releases,  as  well  as
          financial  information  and  guidance  provided to analysts and rating
          agencies,  in the event a Fund  issues any such  releases  or provides
          such  information or guidance.  Such discussions may include the types
          of  information  to be disclosed  and the type of  presentation  to be
          made.  The Audit  Committee  need not discuss in advance each earnings
          release or each instance in which earnings guidance may be provided.

     14.  To consider the Fund's major  financial  risk  exposures and the steps
          management has taken to monitor and control such exposures,  including
          guidelines and policies to govern the process by which risk assessment
          and management is undertaken.

     15.  To review  and  report to the Board of  Trustees  with  respect to any
          material accounting,  tax, valuation,  or record-keeping  issues which
          may affect the Fund, its respective financial statements or the amount
          of their dividend or distribution rates.

     16.  To establish procedures for: (a) the receipt, retention, and treatment
          of  complaints  received by the Fund  regarding  accounting,  internal
          accounting  controls,  or auditing matters;  and (b) the confidential,
          anonymous submission by employees of the Fund or its service providers
          (including  its   investment   advisers,   administrators,   principal
          underwriters and any other provider of accounting  related services to
          the Fund) of concerns  regarding  questionable  accounting or auditing
          matters.  The Audit  Committee  hereby  establishes the procedures set
          forth in Appendix A hereto with respect to such matters.

     17.  To direct and supervise  investigations with respect to the following:
          (a)  evidence of fraud or  significant  deficiencies  in the design or
          implementation  of internal  controls reported to the Committee by the
          principal  executive or financial officers of the Fund pursuant to the
          requirements of the  Sarbanes-Oxley Act and related rules; and (b) any
          other  matters  within  the  scope  of  this  charter,  including  the
          integrity  of  reported  facts  and  figures,   ethical  conduct,  and
          appropriate  disclosure  concerning  the  financial  statements of the
          Funds.

     18.  To  review  and  recommend  to the  Board  of  Trustees  policies  and
          procedures  for valuing  portfolio  securities of the Fund and to make
          recommendations to the Board of Trustees with respect to specific fair
          value  determinations  and any pricing errors involving such portfolio
          securities.

     19.  To  act on  such  other  matters  as may  be  delegated  to the  Audit
          Committee by the Board of Trustees from time to time.

     20.  To  review  the  adequacy  of this  charter  and  evaluate  the  Audit
          Committee's  performance of its duties and responsibilities  hereunder
          at  least  annually,  and to  make  recommendations  to the  Board  of
          Trustees for any appropriate changes or other action.

     21.  To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Audit Committee may deem necessary or appropriate.

                                      A-5



V.   RESOURCES AND AUTHORITY OF THE AUDIT  COMMITTEE.  The Audit Committee shall
     have  the   resources   and   authority   appropriate   to  discharge   its
     responsibilities,  including the authority to engage  independent  auditors
     for special  audits,  reviews and other  procedures  and to retain  special
     counsel and other experts or consultants  at the expense of the Funds.  The
     Audit Committee may determine the appropriate levels of funding for payment
     of  compensation  to  such  independent  auditors,   counsel,  experts  and
     consultants,   and  the  ordinary  administrative  expenses  of  the  Audit
     Committee  necessary or  appropriate  in carrying out its duties under this
     charter.  In fulfilling its duties under this charter,  the Audit Committee
     shall have direct access to such officers and employees of the Funds, Eaton
     Vance  Management and any of its affiliated  companies and the Funds' other
     services providers as it deems necessary or desirable.

                                      A-6


                                   APPENDIX A

                                EATON VANCE FUNDS

                      AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy  outlines  the  procedures  that the Audit  Committee of each of the
registered  investment  companies  sponsored by Eaton Vance Management  (each, a
"Fund") shall employ with respect to complaints regarding  accounting,  internal
accounting   controls  or  auditing   matters   concerning  each  of  the  Funds
("Complaints").  Each Employee (as defined  below) shall be provided with a copy
of these procedures upon assuming his or her duties as an Employee, and annually
thereafter.

I.   Procedures for Receiving Complaints

All officers and  employees of a Fund and, to the extent their duties  relate to
accounting,  internal  accounting controls or auditing matters for the Fund, the
officers  and  employees  of the  Fund's  investment  advisers,  administrators,
principal  underwriters and any other provider of accounting related services to
the Fund (collectively  referred to herein as "Employees"),  may make complaints
anonymously and in a confidential manner as follows:

     1.   The complaining Employee may place a telephone call to the Chairperson
          of the Audit  Committee.  During this phone call, the Employee  should
          identify the source of his or her Complaint and the practices that are
          alleged to  constitute  an  impropriety  with  respect to  accounting,
          internal  auditing  controls or auditing  matters  relating to a Fund,
          providing as much detail as possible.

     2.   Alternatively, the Employee may submit to the Chairperson of the Audit
          Committee (by hand,  mail,  e-mail or fax) a  confidential  memorandum
          which details the  Employee's  Complaint  and the  practices  that are
          alleged  to  constitute  an  improper  accounting,  internal  auditing
          control or auditing matter, providing as much detail as possible.

     3.   The name and contact  information  for the current  Chairperson of the
          Audit  Committee  will be provided to Employees when they are provided
          with a copy of these procedures.

II.  PROCEDURES FOR TREATING COMPLAINTS

The  Chairperson of the Audit Committee or another member of the Audit Committee
will  conduct an initial  evaluation  of each  Complaint  received  by the Audit
Committee as soon as reasonably  practicable  following  receipt.  In connection
with the initial  evaluation  the  Chairperson  of the Audit  Committee (or such
other  member of the Audit  Committee)  will  determine  whether  the  Complaint
actually  relates to the accounting,  internal  accounting  controls or auditing
matters of a Fund and,  if not,  whether it should be  reviewed by a party other
than the Audit  Committee.  The  Chairperson of the Audit  Committee  shall also
determine whether the Complaint requires investigation by the Audit Committee.

After the initial evaluation is complete, all Complaints requiring investigation
by the Audit Committee will be discussed at the next regularly-scheduled meeting
of the Audit Committee, or a specially-scheduled meeting in advance thereof. The
Audit Committee shall investigate the Complaints as follows:

     1.   the Audit  Committee may choose to investigate  the Complaint  through
          its own members and/or with the assistance of counsel;

                                      A-7


     2.   the Audit  Committee  may  select a  designee  within  the Fund or its
          service  providers to  investigate  the  Complaint,  provided that the
          identity of the  complaining  Employee  shall not be disclosed to such
          designee.   Under  no  circumstances  will  a  party  who  has  direct
          supervisory  control or who may be  responsible  for the action giving
          rise to the Complaint be charged with its investigation;

     3.   the Audit Committee may retain an outside party (other than the Fund's
          independent auditors) to investigate the Complaint; or

     4.   the Audit Committee may investigate the Complaint in such other manner
          determined by the Audit Committee.

Any party  designated to  investigate a Complaint  shall be provided  reasonable
access to the Fund's (and to the extent deemed necessary by the Audit Committee,
the Fund's service providers')  employees,  documents,  and computer systems for
purposes  of   conducting   the   investigation.   At  the   conclusion  of  its
investigation,   which  shall  be  completed  promptly  after  referral  of  the
Complaint,  the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make recommendations
for corrective  actions,  if any, to be taken by the Fund.  The Audit  Committee
will  then  report  to the  Board of  Trustees  at its next  regularly-scheduled
meeting with respect to the Complaint and any corrective actions  recommended by
the Audit Committee.  If the Complaint  involves  improprieties of any member of
the Board of Trustees,  the Audit  Committee may make its report in an executive
session of the Board of Trustees.

III. Procedures for Retaining Complaints

The Chairperson of the Audit Committee will be responsible for ensuring that all
Complaints  received  by  the  Audit  Committee,  together  with  any  documents
pertaining  to  the  Audit  Committee  (or  its  designee's)  investigation  and
treatment  of the  Complaint,  are  retained  for six years,  or for such longer
period  as may be  required  by  applicable  law,  in a manner  consistent  with
preserving the anonymity of Employees who have submitted Complaints.

                                      A-8


                                    EXHIBIT B


                           EATON VANCE GROUP OF FUNDS

                          GOVERNANCE COMMITTEE CHARTER

I.   COMPOSITION OF THE GOVERNANCE  COMMITTEE.  The Governance Committee of each
     registered  investment  company sponsored by Eaton Vance Management (each a
     "Fund")  shall be  comprised of at least three  Trustees of the Board.  All
     members  of  the  Governance  Committee  shall  be  Trustees  who  are  not
     "interested  persons" (as defined under the Investment Company Act of 1940,
     as amended) of any Fund or of the investment  adviser or sub-adviser of any
     Fund (each, an "Independent  Trustee" and  collectively,  the  "Independent
     Trustees").  The members of the Governance  Committee  shall consist of the
     Chairperson of the Board of Trustees and such other Independent Trustees as
     may be appointed by the Board,  which shall also  determine  the number and
     term of such members.  A Chairperson of the Governance  Committee  shall be
     appointed by the Board of Trustees on the  recommendation of the Governance
     Committee.

II.  PURPOSE  OF  THE  GOVERNANCE  COMMITTEE.  The  purpose  of  the  Governance
     Committee is to consider, evaluate and make recommendations to the Board of
     Trustees  with respect to the  structure,  membership  and operation of the
     Board of Trustees and the Committees thereof,  including the nomination and
     selection  of  Independent  Trustees  and a  Chairperson  of the  Board  of
     Trustees, and the compensation of such persons.

III. MEETINGS OF THE GOVERNANCE COMMITTEE.  Meetings of the Governance Committee
     shall be held at such times (but not less  frequently  than  annually),  at
     such places and for such purposes  (consistent  with the purposes set forth
     in this charter) as determined  from time to time by the Board of Trustees,
     the Chairperson of the Board of Trustees,  the Committee or the Chairperson
     of the  Committee.  A majority of the members of the  Governance  Committee
     shall  constitute  a quorum for  purposes  of  transacting  business at any
     meeting,  and the decision of a majority of the members  present and voting
     shall  determine any matter  submitted to a vote. The Governance  Committee
     may adopt such  procedures or rules as it deems  appropriate  to govern its
     conduct under this charter.

IV.  DUTIES AND POWERS OF THE  GOVERNANCE  COMMITTEE.  To carry out its purpose,
     the Governance  Committee  shall have the following  duties and powers with
     respect to each Fund:

     1.   To  consider  and adopt  procedures  for  identifying  and  evaluating
          candidates  for the position of  Independent  Trustee,  including  the
          procedures  to be  followed by  shareholders  of the Fund that wish to
          recommend  such  candidates  for   consideration   by  the  Governance
          Committee. Such procedures are set forth on Appendix A hereto.

     2.   To recommend to the Board of Trustees  individuals  to be appointed or
          nominated for election as Independent Trustees.

     3.   To  recommend to the Board of Trustees  from time to time,  and in any
          event  at  least  every  four  years,  an  Independent  Trustee  to be
          appointed as  Chairperson  of the Board of Trustees,  with such duties
          and powers as are set forth on Appendix B hereto.

                                      B-1


     4.   To  evaluate  the Board of  Trustees'  performance  of its  duties and
          responsibilities  at least annually,  which  evaluation  shall include
          consideration  of the  number of funds on whose  boards  each  Trustee
          serves,  and to make  recommendations to the Board of Trustees for any
          appropriate action designed to enhance such performance.

     5.   To  review  periodically  the  compensation  of the  Trustees  and the
          Chairperson  of the Board of Trustees and to make  recommendations  to
          the  Board  of   Trustees   for  any   appropriate   changes  to  such
          compensation.

     6.   To review at least annually and make  recommendations  to the Board of
          Trustees with respect to the identity,  responsibilities,  composition
          and effectiveness of the various Committees of the Board of Trustees.

     7.   To  review   periodically  the  Board's   membership,   structure  and
          operation,  and make  recommendations  to the Board of  Trustees  with
          respect to these matters,  including the identity of any Trustee to be
          selected to serve as a Chairperson of a Committee of the Board.

     8.   To review periodically,  and make recommendations with respect to, the
          allocation   of   responsibilities   among  the   various   committees
          established from time to time by the Board of Trustees.

     9.   To review the adequacy of this  charter and  evaluate  the  Governance
          Committee's performance of its duties and responsibilities  hereunder,
          and make  recommendations  for any appropriate changes or other action
          to the Board of Trustees.

     10.  To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Governance Committee may deem necessary or appropriate.

V.   RESOURCES  AND  AUTHORITY  OF  THE  GOVERNANCE  COMMITTEE.  The  Governance
     Committee  shall have the resources and authority  appropriate to discharge
     its  responsibilities,  including the authority to engage special  counsel,
     other experts and consultants,  at the expense of the Funds. The Governance
     Committee may determine  the  appropriate  levels of funding for payment of
     compensation  to such counsel,  experts and  consultants,  and the ordinary
     administrative   expenses  of  the   Governance   Committee   necessary  or
     appropriate  in carrying out its duties under this charter.  The Governance
     Committee may also make  recommendations  with respect to making  available
     educational resources to the Independent Trustees. In fulfilling its duties
     under this charter,  the Governance  Committee  shall have direct access to
     such officers and employees of the Funds, Eaton Vance Management and any of
     its  affiliated  companies  and the Funds' other  services  providers as it
     deems necessary or desirable.

                                      B-2


                                   APPENDIX A

                                EATON VANCE FUNDS

                PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

I.   IDENTIFICATION OF CANDIDATES.  When a vacancy on the Board of a Fund exists
     or is  anticipated,  and such  vacancy  is to be filled  by an  Independent
     Trustee,  the Governance  Committee shall identify  candidates by obtaining
     referrals from such sources as it may deem  appropriate,  which may include
     current  Trustees,  management of the Funds,  counsel and other advisors to
     the Trustees,  and  shareholders  of a Fund who submit  recommendations  in
     accordance  with  these  procedures.  In  no  event  shall  the  Governance
     Committee  consider as a candidate to fill any such  vacancy an  individual
     recommended by management of the Funds, unless the Governance Committee has
     invited management to make such a recommendation.

II.  SHAREHOLDER  CANDIDATES.  The Governance  Committee shall, when identifying
     candidates  for the  position of  Independent  Trustee,  consider  any such
     candidate  recommended  by a shareholder  of a Fund if such  recommendation
     contains (i) sufficient  background  information  concerning the candidate,
     including  evidence  the  candidate  is willing to serve as an  Independent
     Trustee  if  selected  for  the  position;   and  (ii)  is  received  in  a
     sufficiently  timely  manner  (and in any  event  no  later  than  the date
     specified  for receipt of  shareholder  proposals in any  applicable  proxy
     statement  with  respect  to a Fund).  Shareholders  shall be  directed  to
     address  any  such  recommendations  in  writing  to the  attention  of the
     Governance  Committee,  c/o the Secretary of the Fund. The Secretary  shall
     retain copies of any shareholder  recommendations  which meet the foregoing
     requirements for a period of not more than 12 months following receipt. The
     Secretary   shall  have  no  obligation  to  acknowledge   receipt  of  any
     shareholder recommendations.

III. EVALUATION OF  CANDIDATES.  In evaluating a candidate for a position on the
     Board of a Fund, including any candidate recommended by shareholders of the
     Fund,  the  Governance  Committee  shall  consider the  following:  (i) the
     candidate's knowledge in matters relating to the mutual fund industry; (ii)
     any  experience  possessed by the candidate as a director or senior officer
     of public companies; (iii) the candidate's educational background, (iv) the
     candidate's   reputation  for  high  ethical   standards  and  professional
     integrity;  (v)  any  specific  financial,  technical  or  other  expertise
     possessed by the candidate,  and the extent to which such  expertise  would
     complement  the  Board's  existing  mix of skills,  core  competencies  and
     qualifications; (vi) the candidate's perceived ability to contribute to the
     ongoing  functions  of the Board,  including  the  candidate's  ability and
     commitment to attend meetings regularly and work collaboratively with other
     members  of the  Board;  (vii) the  candidate's  ability  to  qualify as an
     Independent  Trustee for  purposes of the 1940 Act and any other  actual or
     potential  conflicts of interest  involving the candidate and the Fund; and
     (viii) such other  factors as the  Governance  Committee  determines  to be
     relevant  in  light  of the  existing  composition  of the  Board  and  any
     anticipated vacancies. Prior to making a final recommendation to the Board,
     the  Governance  Committee  shall conduct  personal  interviews  with those
     candidates it concludes are the most qualified candidates.

                                      B-3


                                   APPENDIX B

                                EATON VANCE FUNDS

                       OFFICE OF CHAIRPERSON OF THE BOARD

I.   INDEPENDENT CHAIRPERSON OF THE BOARD. The Governance Committee is empowered
     to recommend an  Independent  Trustee for  appointment by the full Board of
     Trustees as the Chairperson of the Board. The power and authority vested in
     the  Chairperson  and  his or her  status  as an  Independent  Trustee  are
     intended to enhance the ability of the Trustees to promote the interests of
     the shareholders of the Funds. The  Chairperson's  role is non-executive in
     nature,  and the  Chairperson  shall not be  directly  responsible  for the
     day-to-day operation or administration of the Funds, nor for decisions with
     respect to matters that would  otherwise be within the purview of the Board
     as a whole or the Independent Trustees as a group.

II.  DUTIES AND POWERS OF THE  CHAIRPERSON.  The  Chairperson of the Board shall
     have the following duties and powers with respect to each Fund:

     1.   To preside  at  meetings  of the Board of  Trustees;  and to  exercise
          primary  responsibility  with respect to the agenda of such  meetings,
          the topics  discussed,  the amount of time spent on each topic and the
          order in which topics are addressed.

     2.   To serve as a member of the Governance,  Special and Audit  Committees
          of the  Board  of  Trustees  and to serve  as the  Chairperson  of the
          Special Committee of the Board.

     3.   To call meetings of the Board of Trustees and of any Committee thereof
          on such occasions and under such  circumstances as the Chairperson may
          deem necessary or desirable.

     4.   To serve as a principal  liaison  with  management  and counsel to the
          Funds with respect to matters involving the Board of Trustees.

     5.   To have the power and  authority  (but not the duty) to  preside  from
          time to time at  meetings  of the  shareholders  of the  Fund,  and to
          delegate such power and authority to other Trustees or officers of the
          Fund, in each case on such occasions and under such  circumstances  as
          may be deemed  necessary or desirable  by the  Chairperson;  provided,
          however,  that in the event that the Chairperson does not preside at a
          meeting  of  shareholders  or  delegate  such power and  authority  to
          another  Trustee or officer of the Fund,  the President of the Fund or
          the President's designee shall preside at such meeting.

     6.   To serve as a point of  contact  for  shareholders  and other  persons
          wishing to communicate  with the Independent  Trustees or the Board of
          Trustees.

     7.   To have and exercise such duties and powers as are typically vested in
          a "lead" independent trustee of a mutual fund.

     8.   To have,  exercise and perform such additional  duties and powers with
          respect  to  the  Fund  as  from  to  time  may  be  delegated  to the
          Chairperson by the Board of Trustees.

                                      B-4



III. TERM OF  APPOINTMENT.  Each  appointee to the office of  Chairperson of the
     Board  shall serve in such  capacity  for a term of four years or until (i)
     such  appointee's  earlier  resignation  or removal from such office by the
     Board of Trustees upon the recommendation of the Governance  Committee,  or
     (ii) such appointee ceases to be a member of the Board of Trustees.

IV.  RESOURCES AND AUTHORITY OF THE  CHAIRPERSON.  The  Chairperson of the Board
     shall  have the  resources  and  authority  appropriate  to  discharge  the
     responsibilities  of the office,  including the authority to engage, at the
     expense of the Funds, such advisors,  agents, clerks, employees and counsel
     as may be deemed necessary or desirable by the Governance  Committee or the
     Chairperson.   The  Chairperson,   in  consultation   with  the  Governance
     Committee,  may determine the appropriate  levels of funding for payment of
     compensation  to such persons.  In fulfilling  his or her  responsibilities
     hereunder,  the  Chairperson  shall have direct access to such officers and
     employees of the Funds,  Eaton Vance  Management  and any of its affiliated
     companies  and  the  Funds'  other  service  providers  as he or she  deems
     necessary or desirable.

V.   ONGOING REVIEW BY COMMITTEE.  In establishing the office of the Chairperson
     of the Board, the Governance Committee has sought to implement, in a timely
     manner,  certain  governance  practices  set  forth in  final  rules of the
     Securities  and  Exchange  Commission,  in respect of which  compliance  is
     required on or before  January 16, 2006.  The  Committee  will  continue to
     monitor the effectiveness of the office of the Chairperson,  and will make,
     on an  ongoing  basis,  such  further  changes  to the  duties,  powers and
     prerogatives  of such office as it may determine are appropriate to enhance
     its effectiveness.

                                      B-5


                                    EXHIBIT C

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                 FEE INFORMATION

The following table presents the aggregate fees billed to each of the California
Fund,  Municipal  Fund and New York Fund for each such Fund's  fiscal year ended
September 30, 2003 and September 30, 2004 by each Fund's independent  registered
public  accounting firm for professional  services rendered for the audit of the
Fund's annual financial  statements and fees billed for other services  rendered
by the independent  registered  public  accounting  firm during such period.  No
services  described below were approved  pursuant to the "de minimis  exception"
set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.


                                      AUDIT-RELATED                             ALL OTHER
                    AUDIT FEES           FEES(1)           TAX FEES(2)           FEES(3)              TOTAL
                    ----------           -------           -----------           -------              -----
                 Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal
                  Year      Year      Year      Year      Year      Year      Year      Year      Year      Year
                  Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended
                 9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04
- ------------------------------------------------------------------------------------------------------------------
                                                                             
California Fund  $39,964   $44,846   $9,888    $4,950    $5,800    $6,100      $0        $0      $55,652   $55,896

Municipal Fund    45,320    64,931    9,888     4,950     5,800     6,100       0         0       61,088    75,981

New York Fund     36,771    44,846    9,888     4,950     5,800     6,100       0         0       52,459    55,896

(1)  Audit-related  fees consist of the aggregate  fees billed for assurance and
     related  services that are  reasonably  related to the  performance  of the
     audit of financial  statements  and are not reported  under the category of
     audit fees and  specifically  include fees for the  performance  of certain
     agreed-upon procedures relating to the Fund's auction preferred shares.

(2)  Tax fees consist of the  aggregate  fees billed for  professional  services
     rendered by the independent  registered  public accounting firm relating to
     tax compliance,  tax advice, and tax planning and specifically include fees
     for tax return preparation.

(3)  All other fees  consist of the  aggregate  fees  billed  for  products  and
     services  provided by the  independent  registered  public  accounting firm
     other than audit, audit-related, and tax services.

                                      C-1


The following table presents the aggregate fees billed to each of the California
Fund II, Florida Fund, Massachusetts Fund, Michigan Fund, Municipal Fund II, New
Jersey Fund,  New York Fund II, Ohio Fund, and  Pennsylvania  Fund for each such
Fund's  fiscal  period  November 29, 2002 to September  30, 2003 and fiscal year
ended September 30, 2004 by each Fund's independent registered public accounting
firm for  professional  services  rendered  for the audit of the  Fund's  annual
financial  statements  and  fees  billed  for  other  services  rendered  by the
independent  registered  public  accounting firm during such period. No services
described below were approved  pursuant to the "de minimis  exception" set forth
in Rule 2-01(c)(7)(i)(C) of Regulation S-X.


                                            AUDIT-RELATED                             ALL OTHER
                          AUDIT FEES           FEES(1)           TAX FEES(2)           FEES(3)              TOTAL
                          ----------           -------           -----------           -------              -----
                       Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal    Fiscal
                       Period     Year     Period      Year    Period     Year     Period     Year     Period     Year
                        Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended     Ended
                       9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04   9/30/03   9/30/04
- ------------------------------------------------------------------------------------------------------------------------
                                                                                   
California Fund II     49,955    23,216     2,781     3,600     5,400     6,100       0         0      58,136    32,916

Florida Fund           47,071    20,435     2,781     3,600     5,400     6,100       0         0      55,252    30,135

Massachusetts Fund     44,496    20,435     2,781     3,600     5,400     6,100       0         0      52,677    30,135

Michigan Fund          44,496    17,654     2,781     3,600     5,400     6,100       0         0      52,677    27,354

Municipal Fund II      56,032    28,263     2,781     3,600     5,400     6,100       0         0      64,213    37,963

New Jersey Fund        47,071    20,435     2,781     3,600     5,400     6,100       0         0      55,252    30,135

New York Fund II       47,071    20,435     2,781     3,600     5,400     6,100       0         0      55,252    30,135

Ohio Fund              47,071    20,435     2,781     3,600     5,400     6,100       0         0      55,252    30,135

Pennsylvania Fund      47,071    20,435     2,781     3,600     5,400     6,100       0         0      55,252    30,135

(1)  Audit-related  fees consist of the aggregate  fees billed for assurance and
     related  services that are  reasonably  related to the  performance  of the
     audit of financial  statements  and are not reported  under the category of
     audit fees and  specifically  include fees for the  performance  of certain
     agreed-upon procedures relating to the Fund's auction preferred shares.
(2)  Tax fees consist of the  aggregate  fees billed for  professional  services
     rendered by the independent  registered  public accounting firm relating to
     tax compliance,  tax advice, and tax planning and specifically include fees
     for tax return preparation.
(3)  All other fees  consist of the  aggregate  fees  billed  for  products  and
     services  provided by the  independent  registered  public  accounting firm
     other than audit, audit-related, and tax services.

                                      C-2


The following  table presents (i) the aggregate  non-audit fees (i.e.,  fees for
audit-related,  tax, and other services) billed for services rendered to each of
the California Fund,  Municipal Fund, and the New York Fund for each such Fund's
fiscal  years ended  September  30, 2003 and  September  30, 2004 by each Fund's
independent registered public accounting firm; (ii) the aggregate non-audit fees
(i.e.,  fees for  audit-related,  tax, and other  services)  billed for services
rendered to each of the California  Fund II, Florida Fund,  Massachusetts  Fund,
Michigan Fund,  Municipal Fund II, New Jersey Fund, New York Fund II, Ohio Fund,
and  Pennsylvania  Fund for each such Fund's fiscal  period ended  September 30,
2003  and  September  30,  2004 by each  Fund's  independent  registered  public
accounting  firm;  and  (iii)  the  aggregate  non-audit  fees  (i.e.,  fees for
audit-related,  tax,  and other  services)  billed to Eaton Vance Corp.  for the
fiscal  years ended  September  30, 2003 and  September  30, 2004 by each Fund's
independent registered public accounting firm.


                   Fiscal Year/Period Ended 9/30/03    Fiscal Year Ended 9/30/04
- --------------------------------------------------------------------------------

California Fund                $ 15,688                        $ 11,050

California Fund II                8,181                           9,700

Florida Fund                      8,181                           9,700

Massachusetts Fund                8,181                           9,700

Michigan Fund                     8,181                           9,700

Municipal Fund                   15,688                          11,050

Municipal Fund II                 8,181                           9,700

New Jersey Fund                   8,181                           9,700

New York Fund                    15,688                          11,050

New York Fund II                  8,181                           9,700

Ohio Fund                         8,181                           9,700

Pennsylvania Fund                 8,181                           9,700

Eaton Vance Corp.(1)            448,295                         329,084

(1)  The  Funds'  investment  adviser,  as  well as any of its  affiliates  that
     provide  ongoing  services to the Funds,  are  subsidiaries  of Eaton Vance
     Corp.

                                      C-3

                                      PROXY

                     EATON VANCE INSURED MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common Shares of Eaton Vance Insured  Municipal
Bond Fund, a Massachusetts business trust (the "Fund"), hereby appoints JAMES B.
HAWKES,  ALAN R.  DYNNER,  THOMAS J. FETTER and JAMES L.  O'CONNOR,  and each of
them,  with full power of substitution  and revocation,  as proxies to represent
the  undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal  office of the Fund, The Eaton Vance  Building,  255 State Street,
Boston,  Massachusetts  02109, on Friday, July 22, 2005 at 1:30 P.M., and at any
and all  adjournments  thereof,  and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally  present,  in  accordance  with the  instructions  on this
proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                   EATON VANCE INSURED MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common Shares of Eaton Vance Insured  Municipal
Bond Fund II, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L. O'CONNOR,  and each of
them,  with full power of substitution  and revocation,  as proxies to represent
the  undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal  office of the Fund, The Eaton Vance  Building,  255 State Street,
Boston,  Massachusetts  02109, on Friday, July 22, 2005 at 1:30 P.M., and at any
and all  adjournments  thereof,  and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally  present,  in  accordance  with the  instructions  on this
proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED CALIFORNIA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The undersigned  holder of Common Shares of Eaton Vance Insured  California
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________




                                      PROXY

              EATON VANCE INSURED CALIFORNIA MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The undersigned  holder of Common Shares of Eaton Vance Insured  California
Municipal  Bond Fund II, a  Massachusetts  business  trust (the "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                 EATON VANCE INSURED FLORIDA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common  Shares of Eaton Vance  Insured  Florida
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

              EATON VANCE INSURED MASSACHUSETTS MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The   undersigned   holder  of  Common   Shares  of  Eaton  Vance   Insured
Massachusetts  Municipal Bond Fund, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                EATON VANCE INSURED MICHIGAN MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common Shares of Eaton Vance  Insured  Michigan
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED NEW JERSEY MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common Shares of Eaton Vance Insured New Jersey
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                EATON VANCE INSURED NEW YORK MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common  Shares of Eaton Vance  Insured New York
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED NEW YORK MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common  Shares of Eaton Vance  Insured New York
Municipal  Bond Fund II, a  Massachusetts  business  trust (the "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                  EATON VANCE INSURED OHIO MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder  of  Common  Shares of Eaton  Vance  Insured  Ohio
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

              EATON VANCE INSURED PENNSYLVANIA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                            HOLDERS OF COMMON SHARES


     The undersigned holder of Common Shares of Eaton Vance Insured Pennsylvania
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side




       Please mark
[X]    votes as in
      this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect three Trustees of the Fund as follows:

     NOMINEES:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

             FOR                 WITHHOLD
        NOMINEES   [ ]     [ ]   FROM NOMINEES



        [ ]______________________________
        (Instructions:  To withhold authority to vote for any
         nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________


                                      PROXY

                     EATON VANCE INSURED MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Municipal  Bond  Fund,  a  Massachusetts  business  trust (the  "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                   EATON VANCE INSURED MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Municipal  Bond Fund II, a  Massachusetts  business  trust (the "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED CALIFORNIA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
California  Municipal  Bond Fund, a  Massachusetts  business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

              EATON VANCE INSURED CALIFORNIA MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
California Municipal Bond Fund II, a Massachusetts  business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                 EATON VANCE INSURED FLORIDA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Florida Municipal Bond Fund, a Massachusetts business trust (the "Fund"), hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                EATON VANCE INSURED MICHIGAN MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Michigan  Municipal  Bond Fund, a  Massachusetts  business  trust (the  "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

              EATON VANCE INSURED MASSACHUSETTS MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Massachusetts  Municipal Bond Fund, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED NEW JERSEY MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
New Jersey  Municipal  Bond Fund, a  Massachusetts  business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                EATON VANCE INSURED NEW YORK MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
New York  Municipal  Bond Fund, a  Massachusetts  business  trust (the  "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

               EATON VANCE INSURED NEW YORK MUNICIPAL BOND FUND II

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
New York  Municipal Bond Fund II, a  Massachusetts  business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

                  EATON VANCE INSURED OHIO MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Ohio Municipal Bond Fund, a  Massachusetts  business trust (the "Fund"),  hereby
appoints  JAMES B.  HAWKES,  ALAN R.  DYNNER,  THOMAS  J.  FETTER  and  JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________



                                      PROXY

              EATON VANCE INSURED PENNSYLVANIA MUNICIPAL BOND FUND

                  Annual Meeting of Shareholders, July 22, 2005
               Proxy Solicited on Behalf of the Board of Trustees

                       HOLDERS OF AUCTION PREFERRED SHARES


     The undersigned  holder of Auction  Preferred Shares of Eaton Vance Insured
Pennsylvania  Municipal Bond Fund, a Massachusetts  business trust (the "Fund"),
hereby appoints JAMES B. HAWKES,  ALAN R. DYNNER,  THOMAS J. FETTER and JAMES L.
O'CONNOR,  and each of them, with full power of substitution and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, July 22,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.



See Reverse                                                          See Reverse
   Side            CONTINUED AND TO BE SIGNED ON REVERSE SIDE            Side



      Please mark
[X]   votes as in
     this example.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect four Trustees of the Fund as follows:

     (a)  Election of three Trustees to represent all shareholders.

     Nominees:   (01)  Benjamin C. Esty
                 (02)  Ronald A. Pearlman
                 (03)  Ralph F. Verni

        FOR                      WITHHELD
        NOMINEES   [ ]     [ ]   FROM  NOMINEES


     (b)  Election of one Trustee to represent Auction Preferred Shares.

     Nominee:   (04)  Norton H. Reamer

        FOR                     WITHHELD
        NOMINEE   [ ]     [ ]   FROM  NOMINEE


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

                             MARK HERE FOR COMMENT AND NOTE AT LEFT          [ ]

                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_____________  Date:________    Signature:_____________  Date:________