0001193125-09-116876 Sample Contracts

FORM OF Eaton Vance National Municipal Opportunities Trust [ ] Common Shares of Beneficial Interest Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

Reference is made to the Underwriting Agreement dated May [ ], 2009 (the “Underwriting Agreement”), by and among Eaton Vance National Municipal Opportunities Trust (the “Fund”), Eaton Vance Management (the “Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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Form Of STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

Reference is made to the Underwriting Agreement dated July 26, 2007 (the “Underwriting Agreement”), by and among Eaton Vance National Municipal Opportunities Trust (the “Fund”), Eaton Vance Management (the “Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

Sample 1
FORM OF MARKETING AND STRUCTURING FEE AGREEMENT
Marketing And • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

This agreement is between Eaton Vance Management (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Eaton Vance National Municipal Opportunities Trust (the “Fund”).

Sample 1
EOT Form Of ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of May [26], 2009, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Eaton Vance Management (“Eaton Vance”).

Sample 1
FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York

SHAREHOLDER SERVICING AGREEMENT (the “Agreement”), dated as of May [•], 2009, between Eaton Vance Management (“Eaton Vance”) and UBS Securities LLC (“UBS Securities”).

Sample 1
Eaton Vance Management
Eaton Vance National Municipal Opportunities Trust • May 22nd, 2009 • New York
Sample 1
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