0001193125-09-083055 Sample Contracts

Master Agreement Among Underwriters
Master Agreement • April 21st, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.

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MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • April 21st, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Eaton Vance National Municipal • April 21st, 2009 • Eaton Vance National Municipal Opportunities Trust

AGREEMENT made this 16th day of April, 2009, between Eaton Vance National Municipal Opportunities Trust, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

As of April 16, 2009 To Eaton Vance National Municipal Opportunities Trust
Eaton Vance National Municipal Opportunities Trust • April 21st, 2009

With Reference to the Investment Advisory and Administrative Agreement entered into by Eaton Vance Management (“Eaton Vance”) with Eaton Vance National Municipal Opportunities Trust (the “Fund”) we hereby notify you of the following:

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST April 16, 2009
Eaton Vance National • April 21st, 2009 • Eaton Vance National Municipal Opportunities Trust

This Agreement is made between each investment company advised by Eaton Vance Management which has adopted this Agreement in the manner provided herein and Investors Bank & Trust Company (hereinafter called “Bank”, “Custodian” and “Agent”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

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