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Item
1(a).
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Name
of Issuer:
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Eaton
Vance National Municipal Income Trust (the “Issuer”)
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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255 State
Street
Boston,
Massachusetts 02109
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Item
2(a).
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Name
of Person Filing
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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Western
Investment LLC (“WILLC”)
7050 S.
Union Park Center, Suite 590
Midvale,
Utah 84047
Citizenship:
Delaware
Western
Investment Hedged Partners L.P. (“WIHP”)
7050 S.
Union Park Center, Suite 590
Midvale,
Utah 84047
Citizenship:
Delaware
Western
Investment Total Return Partners L.P. (“WITRP”)
7050 S.
Union Park Center, Suite 590
Midvale,
Utah 84047
Citizenship:
Delaware
Western
Investment Total Return Fund Ltd. (“WITRL”)
7050 S.
Union Park Center, Suite 590
Midvale,
Utah 84047
Citizenship:
Cayman Islands
Arthur D.
Lipson
7050 S.
Union Park Center, Suite 590
Midvale,
Utah 84047
Citizenship:
United States
Benchmark
Plus Institutional Partners, L.L.C. (“BPIP”)
820 A
Street, Suite 700
Tacoma,
Washington 98402
Citizenship:
Delaware
Benchmark
Plus Partners, L.L.C. (“BPP”)
820 A
Street, Suite 700
Tacoma,
Washington 98402
Citizenship:
Delaware
Benchmark
Plus Management, L.L.C. (“BPM”)
820 A
Street, Suite 700
Tacoma,
Washington 98402
Citizenship:
Delaware
Scott
Franzblau
820 A
Street, Suite 700
Tacoma,
Washington 98402
Citizenship:
United States
Robert
Ferguson
820 A
Street, Suite 700
Tacoma,
Washington 98402
Citizenship:
United States
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.01
per share (the “Shares”)
27829D103
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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/
/
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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|
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(b)
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/
/
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
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/
/
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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/
/
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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/
/
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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/
/
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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/
/
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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/
/
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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/
/
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
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(j)
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/
/
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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(a)
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Amount
beneficially owned:
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As of the
close of business on December 31, 2008, WIHP and WITRP beneficially owned 17,345
and 30,208 Shares, respectively, constituting less than 1% and less than 1%,
respectively, of the Shares outstanding. As of the close of business
on December 31, 2008, WITRL did not beneficially own any Shares. As
the general partner of each of WIHP and WITRP, WILLC may be deemed to
beneficially own the 47,553 Shares owned in the aggregate by WIHP and WITRP,
constituting approximately 1.1% of the Shares outstanding. As the
managing member of WILLC, Mr. Lipson may be deemed to beneficially own the
47,553 Shares beneficially owned by WILLC, constituting approximately 1.1% of
the Shares outstanding.
As of the
close of business on December 31, 2008, BPIP and BPP beneficially owned 30,690
and 13,750 Shares, respectively, constituting less than 1% and less than 1%,
respectively, of the Shares outstanding. As the managing member of
each of BPIP and BPP, BPM may be deemed to beneficially own the 44,440 Shares
owned in the aggregate by BPIP and BPP, constituting approximately 1.0% of the
Shares outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 44,440 Shares beneficially owned
by BPM, constituting approximately 1.0% of the Shares outstanding.
The
percentages reported herein were calculated based on 4,257,408 Shares
outstanding, which is the total number of Shares outstanding as of November 30,
2008, as reported in the Issuer’s Certified Shareholder Report on Form N-CSR,
filed with the Securities and Exchange Commission on January 29,
2009.
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(c)
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Number
of shares as to which such person
has:
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|
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(i)
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Sole
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(ii)
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Shared
power to vote or to direct the vote
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See Cover
Pages Items 5-9.
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(iii)
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Sole
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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(iv)
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Shared
power to dispose or to direct the disposition
of
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See Cover
Pages Items 5-9.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [X].
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Item
6.
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Ownership
of More than
Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and
Classification of the Subsidiary That Acquired the Security Being Reported
on by the Parent Holding Company or Control
Person.
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Not
Applicable.
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Item
8.
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Identification
and
Classification of Members of the
Group.
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See
Exhibit 99.1 to the Schedule 13G filed by the undersigned on September 25,
2008.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certifications
.
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By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated:
February 17, 2009
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WESTERN
INVESTMENT LLC
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western
Investment LLC
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Investment
Manager
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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ROBERT
FERGUSON
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SCOTT
FRANZBLAU
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