0000940394-09-000537 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 10th, 2009 • Eaton Vance Municipal Income Trust

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

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