EVY Eaton Vance NY Muni Income Trust

PROPOSAL 1. LIQUIDATION AND TERMINATION OF THE FUND

This summary is qualified in its entirety by reference to the additional information contained elsewhere in the proxy statement and the Plan of Liquidation and Termination (the “Plan”), a form of which is attached to this proxy statement as Appendix B.

At a Board meeting held on April 12, 2021, the Board unanimously approved a proposal by Eaton Vance Management (“EVM”), the Fund’s investment adviser, to liquidate and terminate the Fund (the “Liquidation”) pursuant to the Plan. At the Special Meeting, shareholders of the Fund’s Common Shares will be asked to approve the Liquidation pursuant to the Plan, which is described further below. The Board unanimously recommends that shareholders vote FOR this Proposal 1.

If the Fund’s shareholders approve the Liquidation pursuant to the Plan, the Fund’s management, under the oversight of the Board, will wind up the Fund’s affairs as soon as reasonably practicable thereafter in a timeframe that allows for an orderly liquidation of portfolio holdings under then-current market conditions. The Fund will then set aside, in cash or cash equivalents, the amount of all known or reasonably ascertainable liabilities and obligations of the Fund and make one or more liquidating distributions of the remaining cash to shareholders. The amounts to be distributed to shareholders of the Fund upon Liquidation will be reduced by the ordinary expenses and liabilities of the Fund, as described in more detail below. If the Fund’s shareholders approve Proposal 1, the Fund will publicly announce important dates with respect to the Liquidation when they are determined.

Background

The Fund commenced operations on January 29, 1999 and is organized as a Massachusetts business trust. The Fund’s investment objective is to provide current income exempt from regular federal income tax and New York State and New York City personal income taxes. As of May [6], 2021, the Fund’s total managed assets were $[ ].

As previously announced, on March 1, 2021 (the “Closing”), Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth management, and investment management services, completed the acquisition (the “Transaction”) of Eaton Vance Corp., the former parent company of the Fund’s investment adviser, Eaton Vance Management (“EVM”). In connection with the Transaction and in anticipation of the Closing, the Fund’s Board approved, and submitted to shareholders for approval, a new investment advisory agreement with EVM (the “New Agreement”). Because shareholders did not approve the New Agreement prior to the Closing, the Fund entered into an interim investment advisory agreement (the “Interim Agreement”) with EVM, which was approved by the Board and took effect upon the Closing. The Interim Agreement allows EVM to continue to manage the Fund for up to an additional 150 days following the Closing to allow for further proxy solicitation and/or the Board’s consideration of different options for the Fund. After considering various options for the Fund, including authorizing the conditional tender offer, reorganizing the Fund into another fund, and converting the Fund to an open-end fund, the Board approved, and recommends that shareholders vote for, the Liquidation of the Fund. If shareholders do not approve the Liquidation, the Fund will continue to exist as a registered investment company in accordance with its stated investment objective and policies while the Board considers what, if any, steps to take in the best interest of the Fund and its shareholders, including the possibility of resubmitting a proposed liquidation pursuant to the Plan or another plan of liquidation and termination, to shareholders for future consideration. Absent relief permitted by an exemption or interpretive position of the U.S. Securities and Exchange Commission (“SEC”) or its staff, the Interim Agreement will terminate 150 days following the Closing, even if shareholders do not approve the Liquidation.

Board Considerations in Approving the Proposed Plan

The Board considered, and discussed with management of the Fund, options designed to address the treatment of the Fund’s prior shareholder-approved investment advisory agreement, as terminated as a result of the Closing, and the term of the Interim Agreement. The Board believes that the Fund has served a valuable role in the investment programs of its shareholders since the Fund’s inception. However, the Board considered: the outcome of the recent special shareholder meeting and the treatment of the Fund’s prior shareholder-approved investment advisory agreement, as terminated as a result of the Closing without approval of the New Agreement; the costs and administrative burden of continuing to adjourn the special meeting to approve the New Agreement; the shareholder base of the Fund, including the ownership of Fund shares by a closed-end fund activist investor, as well as the ownership of Fund shares by many small, retail accounts, both of which has made proxy solicitation difficult; the impending termination of the Interim Agreement, which could leave the Fund without an investment adviser to conduct the Fund’s investment operations; and the opportunity for shareholders to realize full net asset value (“NAV”) (after the costs of the Liquidation) for their Common Shares through the Liquidation. The Board also considered that EVM believes that the Liquidation would be in the best interests of the Fund and its shareholders. After thoughtful deliberation, the Board unanimously approved and recommended that Fund shareholders approve the Liquidation.

In approving, and recommending that shareholders approve, the Liquidation pursuant to the Plan, the Board considered, among other things:

After consideration of the foregoing factors, among other information deemed relevant by the Board, the Board determined to approve the Liquidation and the Plan and recommends that shareholders approve the Liquidation pursuant to the Plan. A copy of the Plan is attached hereto as Appendix B.

If the Liquidation is approved by shareholders, EVM, under the oversight of the Board and the officers of the Fund, will proceed to wind up the Fund’s affairs as soon as reasonably practicable thereafter in a timeframe that allows for an orderly liquidation of portfolio holdings under then-current market conditions.

Summary of Plan of Liquidation and Termination

The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Plan, which is attached hereto as Appendix B. Shareholders are urged to read the Plan in its entirety.

Effective Date of the Plan and Cessation of the Fund’s Activities as an Investment Company. The Plan will become effective only upon the adoption and approval of the Plan by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the Special Meeting, and any adjournments or postponements thereof, at which a quorum is present (the “Effective Date”). On or after the Effective Date, the Fund may commence the sale of portfolio securities, cease to invest its assets in accordance with its investment objective and, as soon as reasonable and practicable after the Effective Date, complete the sale of the portfolio investments in order to convert its assets to cash or cash equivalents, provided, however, that after shareholder

approval of the Plan and on a date determined by an officer of the Fund, the Fund will not engage in any business activities except for the purpose of paying, satisfying, and discharging any existing debts and obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs, and will terminate in accordance with the Plan.

Closing of Books and Restriction on Transfer of Shares. The proportionate interests of shareholders in the assets of the Fund will be fixed on the basis of their holdings on the determined record date for the Liquidation (the “Liquidation Record Date”). On the Liquidation Record Date, the books of the Fund will be closed.

Liquidation Distributions. As soon as reasonably practicable after the Liquidation Record Date and following the payment or other provision for all liabilities and expenses of the Fund, the remaining assets of the Fund will be distributed to Fund shareholders in one or more liquidating distributions (each distribution, a “Liquidating Distribution”) after determination of any dividend to be paid pursuant to the Plan. Except as may be otherwise agreed to between the Fund and EVM, all expenses incurred by or allocable to the Fund in carrying out the Plan shall be borne by EVM. The Board considered the terms and conditions of the Plan, including that the Plan contemplates that the costs of the Liquidation (which consist largely of legal, printing and proxy solicitation expenses), are estimated to be approximately $94,000 (exclusive of transaction costs associated with disposing the Fund’s assets). Shareholders will receive information concerning the sources of the Liquidating Distribution(s). Payment of the final Liquidating Distribution shall occur within 24 months following the date of adoption of the Plan. [If the Liquidation is not complete prior to the automatic termination of the Interim Agreement, payment of one or more Liquidating Distributions may occur at the direction of the Board instead of under the management of EVM.]

Amendments to the Plan. The Plan provides that the officers of the Fund may amend the Plan as they, with the advice of counsel, may deem necessary or appropriate to effect the termination and liquidation of the Fund. The terms of the Plan with respect to Liquidating Distributions, however, may be amended only by the Board.

General Income Tax Consequences

The following is a summary of certain U.S. federal income tax considerations generally relevant to the Fund and its shareholders. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations.

This general discussion of certain U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this proxy statement. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, possibly with retroactive effect.

If the shareholders approve the Liquidation pursuant to the Plan, the Fund will sell its assets and distribute the proceeds and any income to shareholders. The Fund may be subject to income tax on its taxable income such as interest income, gain from the sale of its assets in an amount equal to the difference between the sale price and the Fund’s adjusted basis in such assets, or other income until the Liquidation is completed. However, subject to certain requirements, the Fund may be able to deduct a portion of distributions it makes to shareholders in connection with the Liquidation, and may thereby reduce all or a portion of any such tax.

A shareholder who receives a Liquidating Distribution will be treated as having received the distribution in exchange for the shareholder’s shares in the Fund and will recognize gain or loss based on the difference between the fair market value of the distribution received and the shareholder’s basis in the Fund shares. If a shareholder holds shares as capital assets, the gain or loss will be characterized as a capital gain or loss. If the shares have been held for more than one year, any such gain generally will be treated as long-term capital gain, taxable to individual shareholders at long-term capital gain rates, and any such loss will be treated as long-term capital loss. Capital gain or loss on shares held for one year or less will be treated as short-term capital gain or loss. Capital losses are generally only deductible in the amount of capital gain plus $3,000 of ordinary income for a non-corporate shareholder. U.S. individuals and certain estates and trusts are subject to an additional 3.8% Medicare contribution tax that will generally apply to the lesser of  (i) an individual’s net investment income or (ii) the excess of modified adjusted gross income over $200,000 (in the case of single filers) or $250,000 (in the case of a joint return). Capital gains realized in a Liquidating Distribution are included in net investment income for purposes of the additional Medicare contribution tax.

A Liquidating Distribution to a shareholder may be subject to backup withholding. Generally, shareholders subject to backup withholding will be those for whom no taxpayer identification number is on file with the applicable withholding agent, those who, to such withholding agent’s knowledge, have furnished an incorrect number, and those who underreport their tax liability. Certain shareholders specified in the Code may be exempt from backup withholding. The backup withholding tax is not an additional tax and may be credited against a taxpayer’s U.S. federal income tax liability. The Fund is required to report certain information to the Internal Revenue Service and to each U.S. shareholder, including the value of any payment or property received by each shareholder in a Liquidating Distribution.

Additional Considerations with Respect to the Proposed Liquidation

In addition to the other information contained in this proxy statement, you should consider the following factors in determining whether to vote in favor of the Liquidation pursuant to the Plan. The Fund is not able to estimate net proceeds to be received by the shareholders. The actual amounts to be distributed to the Fund’s shareholders upon the Liquidation are subject to significant uncertainties and not possible to predict at this time. The amount available for distribution to shareholders will be based, in part, on the value of the Fund’s assets at the time of liquidation and then-current market conditions; the amount of the Fund’s actual costs, expenses, and liabilities to be paid in the future; the potential market impact of liquidation of portfolio securities (including the liquidation of potentially large blocks of portfolio securities) under current and developing market conditions; general business and economic conditions; and the time required to liquidate the Fund’s assets, all of which cannot be predicted with any certainty at this time.

The Fund is not able to predict at this time the length of time it would take to complete the Liquidation. Notwithstanding the approval of Proposal 1 at the Special Meeting, any claims pending against the Fund and/or the Board must be satisfactorily resolved prior to the distribution of the Fund’s assets. While the Board is not currently aware of any such claim, it is possible that such a claim could arise and that costs would be incurred to resolve it. If any such claim should arise, the Fund will not liquidate until such claim is satisfactorily resolved in the sole discretion of the Board. The Fund is unable to predict when it will complete the sale of its assets or when it will distribute the Liquidation proceeds to shareholders. During the Liquidation, the Fund may deviate from its investment objective and strategies to ensure an orderly liquidation and termination, and may invest the proceeds from sales of its portfolio securities in cash or cash equivalent securities as soon as is reasonable and practicable depending on market conditions and consistent with the terms of the Plan. Further, the market value of the Fund’s portfolio securities may decline during the Liquidation, resulting in a reduction in the amounts available for Liquidating Distributions, and the length of the Liquidation cannot be predicted at this time as described above.

The liquidity and market price of the Fund’s Common Shares could decrease. As the Fund sells its assets and distributes proceeds of the Liquidation to shareholders, the market capitalization and “float” of the Fund’s Common Shares may diminish. Market interest in the Fund’s Common Shares may also diminish. This could reduce the market demand for, and liquidity and price of, the Fund’s Common Shares, which may adversely affect the market price of the Fund’s Common Shares. When, as part of the Plan, the Fund no longer traded on NYSE American, the market demand for, and liquidity and price of, the Common Shares would further decrease.

THE FUND’S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 1 TO LIQUIDATE AND TERMINATE THE FUND PURSUANT TO THE PLAN.

NOTICE TO BANKS AND BROKER/DEALERS

The 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 materials be required for underlying beneficial owners, please call (800) 331-5908, send an email to corporateservices@astfundsolutions.com or forward such requests to AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.

ADDITIONAL INFORMATION

Investment Adviser and Administrator

EVM, with its principal office at Two International Place, Boston, Massachusetts 02110, serves as the investment adviser and administrator to the Fund. Prior to March 1, 2021, EVM was a wholly owned subsidiary of EVC. On March 1, 2021, Morgan Stanley acquired EVC and EVM became an indirect, wholly owned subsidiary of Morgan Stanley.

Proxy Solicitation, Tabulation and Voting Requirements

The expense of preparing, printing and mailing this proxy statement and enclosures and the costs of soliciting proxies on behalf of the Board of the Fund will be borne by EVM. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of the Fund, by personnel of the Eaton Vance organization, the Fund’s Trustees, by the transfer agent, AST Fund Solutions, LLC, by broker-dealer firms, or by a professional solicitation organization. A written proxy may be delivered to the Fund or its transfer agent prior to the Special Meeting by facsimile machine, graphic communication equipment or similar electronic transmission. EVM will reimburse intermediaries, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $35,000.

Shareholders may also choose to give their proxy votes by telephone using an automated telephonic voting system or through the internet rather than return their proxy cards. Please see the proxy card for details. The Fund may arrange for EVM, its affiliates or agents to contact shareholders who have not returned their proxy cards and offer to have votes recorded by telephone. If the Fund records votes over the internet or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.

All proxy cards solicited by the Board that are properly executed and received by the Secretary prior to the Special Meeting, and which are not revoked, will be voted at the Special Meeting. Shares represented by such proxies will 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 Liquidation. The approval of Proposal 1 requires the affirmative vote of a majority of the outstanding shares entitled to vote, in person or by proxy, at the Special Meeting at which a quorum is present in person or by proxy. Accordingly, abstentions will have the effect of a negative vote on Proposal 1.

A quorum requires the presence, in person or by proxy, of a majority of the outstanding shares of the Fund entitled to vote. In the event that a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes by the shareholders of the Fund in favor of Proposal 1 are not received by June 25, 2021, the persons named as proxies may propose one or more adjournments of the Special Meeting with respect to Proposal 1 to permit further solicitation of proxies.  Any such adjournment will require the affirmative vote of the holders of a majority of the shares present or represented by proxy at the session of the Special Meeting and entitled to vote on Proposal 1.  The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote “FOR” the Liquidation with respect to Proposal 1.  The persons named as proxies will vote against any such adjournment those proxies that voted “AGAINST” the Liquidation with respect to Proposal 1. The costs of any such additional solicitation and of any adjourned session will be borne by EVM.

Although the By-Laws include provisions pursuant to which a shareholder who acquires beneficial ownership of Fund shares in a “control share acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund, all shares of the Fund outstanding as of the record date are entitled to vote on Proposal 1 and are deemed to be shares entitled to vote for purposes of determining whether a quorum is present at the Special Meeting and whether Proposal 1 is approved.

As part of our effort to maintain a safe and healthy environment at our Special Meeting, the Fund will conduct the Special Meeting as a virtual-only meeting. If it is determined that the Special Meeting will be held at a different time or in a different location or format (i.e., an in-person or hybrid meeting), the Fund will publicly announce the decision to make such a change in advance and details on how to participate will be issued by press release, which will be posted to Fund’s website, and filed with the SEC as additional proxy material. We encourage you to check the Fund’s website if you plan to attend the Special Meeting. You do not need to attend the Special Meeting if you submit your votes on Proposal 1 by proxy promptly.

The Fund will furnish without charge a copy of its most recent Annual and Semi-Annual Reports to any shareholder upon request. Shareholders desiring to obtain a copy of such reports should call (800) 331-5908, send an email to corporateservices@astfundsolutions.com or write to the Fund c/o AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660. Shareholder reports are also available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.