Eaton Vance California Municipal Income Trust

Eaton Vance Municipal Income Trust

Two International Place

Boston, Massachusetts 02110

January 24, 2023

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of your Fund(s), which will be held in a hybrid format at the principal office of each Fund, Two International Place, Boston, Massachusetts 02110 and telephonically, on Thursday, March 16, 2023 at 11:30 a.m. (Eastern Time).

At this Annual 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 Annual 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 Annual Meeting.

Sincerely,

Eric A. Stein

Eric A. Stein

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, 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 at the Annual Meeting.

Eaton Vance California Municipal Income Trust

Eaton Vance Municipal Income Trust

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on Thursday, March 16, 2023: The Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Shareholder Report are available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

The Annual Meeting of Shareholders of each of the above registered investment companies, each a Massachusetts business trust (each, a "Fund" and together, the "Funds"), will be held in a hybrid format at the principal office of each Fund, Two International Place, Boston, Massachusetts 02110 and telephonically, on Thursday, March 16, 2023 at 11:30 a.m. (Eastern Time), for the following purposes:

  1. To elect Trustees of each Fund as outlined below:
    1. four Class III Trustees, Alan C. Bowser, Keith Quinton, Marcus L. Smith and Nancy A. Wiser, to be elected by shareholders of each Fund.
  2. To consider and act upon any other matters that may properly come before the meeting and any adjourned or postponed session thereof.

Although each Fund is holding a separate meeting, the meetings will be held concurrently. Shareholders of each Fund will vote separately. Any such vote FOR or AGAINST a proposal will also authorize the persons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Annual Meeting of Shareholders.

The Board of Trustees of each Fund (the "Board") has fixed the close of business on January 3, 2023 as the record date for the determination of the shareholders of a Fund entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. As part of our effort to maintain a safe and healthy environment at our Annual Meeting, we are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed herein, shareholders may attend the Annual Meeting in person or telephonically.

If, as of January 3, 2023, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and you would like to be provided with the conference call dial-in information to participate in the Annual Meeting, you should email your full name and address to AST Fund Solutions, LLC ("AST") at attendameeting@astfinancial.com and include the Fund name(s) in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on March 15, 2023.

If you are a record holder of Fund shares and plan to attend the Annual Meeting in person, you must show a valid photo identification (such as a driver's license). Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.

If, as of January 3, 2023, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund name, the number of Fund shares you held and your name and email address. If you would like to be provided with the conference call dial-in information and instructions for voting during the Annual Meeting, you may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy to an email and send it to AST at attendameeting@astfinancial.com with "Legal Proxy" in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on March 15, 2023.

If you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting in person, you will be required to show a valid photo identification, your authority to vote your shares (referred to as a "legal proxy"). As described above, you must contact your intermediary to obtain a legal proxy for your shares.

All shareholders may contact AST at attendameeting@astfinancial.com with any questions regarding how to attend the Annual Meeting telephonically, and an AST representative will contact you to answer your questions.

The Funds and the Board are closely monitoring developments with respect to COVID-19 and the advice and guidance of public health officials. For that reason, the Board reserves the right to reconsider the date, time and/or means of convening the Annual Meeting. Subject to any restrictions imposed by applicable law, the Board may choose to conduct the Annual Meeting solely by means of remote communications. If the Board chooses to change the date, time and/or means of convening the Annual Meeting, the Fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the Securities and Exchange Commission as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.

By Order of each Board of Trustees

Nicholas S. Di Lorenzo

Nicholas S. Di Lorenzo

Secretary

January 24, 2023

Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of their Fund(s) avoid the necessity and additional expense to the Funds of further solicitations 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 California Municipal Income Trust

Eaton Vance Municipal Income Trust

Two International Place

Boston, Massachusetts 02110

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Eaton Vance California Municipal Income Trust (the "California Fund") and Eaton Vance Municipal Income Trust (the "Municipal Fund") (each, a "Fund" and together, the "Funds"). The proxies will be voted at the Annual Meeting of Shareholders of each Fund and at any adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will be held in a hybrid format on Thursday, March 16, 2023 at 11:30 a.m. (Eastern Time) at the principal office of each Fund, Two International Place, Boston, Massachusetts 02110, and telephonically, as discussed further herein. The Annual Meeting will be held for the purposes set forth in the accompanying notice. This proxy material is being mailed to shareholders on or about January 24, 2023.

The Board of Trustees of each Fund (the "Board") has fixed the close of business on January 3, 2023 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. The number of Common Shares, $0.01 par value per share ("Common Shares"), of each Fund outstanding on January 3, 2023, were as follows:

No. of Common Shares

Fund

Outstanding on January 3, 2023

California Fund

7,033,575

Municipal Fund

39,667,163

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

According to filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, one or more shareholders of a Fund owns 5% or more of the Fund's Common Shares. Information relating to such shareholders can be found on Exhibit C. As of January 3, 2023, to each Fund's knowledge: (i) no other shareholder owned more than 5% of the outstanding shares of a Class of the Fund; and (ii) the Trustees and officers of the Fund, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Fund.

Shareholders as of the close of business on the record date, who have voting power with respect to such shares, are entitled to attend and vote at the Annual Meeting. All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named on the respective proxy card enclosed as proxies, or any of them, to vote FOR the election of each Trustee. An executed proxy delivered to a Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund's Secretary, by executing and delivering a later dated proxy, or by attending the Annual Meeting and voting the shares at the Annual Meeting. Merely attending the Annual Meeting will not revoke a previously executed proxy. If you hold Fund shares through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.

We are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed herein, shareholders may attend the Annual Meeting in person or telephonically.

If, as of January 3, 2023, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and you would like to be provided with the conference call dial-in information to participate in the Annual Meeting, you should email your full name and address to AST Fund Solutions, LLC ("AST") at attendameeting@astfinancial.com and include the Fund name(s) in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on March 15, 2023.

If you are a record holder of Fund shares and plan to attend the Annual Meeting in person, you must show a valid photo identification (such as a driver's license). Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.

If, as of January 3, 2023, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund name, the number of Fund shares you held and your name and email address. If you would like to be provided with the conference call dial-in information and instructions for voting during the Annual Meeting, you may forward an email from your intermediary containing the legal proxy

1

Proxy Statement dated January 24, 2023

or attach an image of the legal proxy to an email and send it to AST at attendameeting@astfinancial.com with "Legal Proxy" in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on March 15, 2023.

If you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting in person, you will be required to show a valid photo identification and your authority to vote your shares (referred to as a "legal proxy"). As described above, you must contact your intermediary to obtain a legal proxy for your shares.

All shareholders may contact AST at attendameeting@astfinancial.com with any questions regarding how to attend the Annual Meeting telephonically, and an AST representative will contact you to answer your questions.

The Board knows of no business other than that mentioned in Proposal 1 of the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.

PROPOSAL 1. ELECTION OF TRUSTEES

Each Fund's Agreement and 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 eleven. Under the terms of each Fund's Agreement and Declaration of Trust, the Board of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third Annual Meeting following its election. Thus, this could delay for up to two years the replacement of a majority of the Board.

Proxies will be voted for the election of the following nominees:

  1. four Class III Trustees, Alan C. Bowser, Keith Quinton, Marcus L. Smith and Nancy A. Wiser, to be elected by shareholders of each Fund.

The Board of Trustees recommends that shareholders vote FOR the election of the Trustee nominees of each Fund.

Each nominee is currently serving as a Trustee of his or her respective Fund 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. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement.

Each nominee shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named. No nominee is a party adverse to his or her respective Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to such Fund.

The following table presents certain information regarding the current Trustees of each Fund, including the principal occupations of each such person for at least the last five years. Information in the table below about a Trustee's position with a Fund, the period as a Trustee and the current term of each Trustee are for both Funds unless otherwise noted.

Principal Occupation(s) During Past Five Years

Other Directorships Held

Name and Year of Birth

Fund Position(s)

Trustee Since(1)

Current Term Expiring

and Other Relevant Experience

During Last Five Years

Interested Trustee

THOMAS E. FAUST JR.

Trustee

2007

Class II Trustee until

Chairman of Morgan Stanley Investment Management, Inc.

Formerly, Director of EVC

1958

2025.

("MSIM"), member of the Board of Managers and President of

(2007-2021) and Hexavest Inc.

Eaton Vance, Inc. ("EV") (since 2021), Chief Executive Officer

(2012-2021) (investment

and President of Eaton Vance Management ("EVM" or "Eaton

management firm).

Vance") and Boston Management and Research ("BMR").

Formerly, Chairman, Chief Executive Officer (2007-2021) and

President (2006-2021) of Eaton Vance Corp. ("EVC") and

Director of Eaton Vance Distributors, Inc. ("EVD")

(2007-2022). Mr. Faust is an interested person because of his

positions with MSIM, BMR, Eaton Vance and EV, which are

affiliates of the Fund.

2

Proxy Statement dated January 24, 2023

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Eaton Vance Municipal Income Trust published this content on 24 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2023 14:28:03 UTC.