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

Exhibit (k)(2)

As of April 16, 2009

To Xxxxx Xxxxx National Municipal Opportunities Trust

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

In connection with the organization and initial offering of the common shares of the Fund, Xxxxx Xxxxx hereby agrees to (i) reimburse all organizational costs of the Fund and (ii) pay all offering costs of such offering of the Fund (other than sales load) that exceeds $0.04 per share.

The instrument is executed under seal and shall be governed by Massachusetts Law.

Very truly yours, XXXXX XXXXX MANAGEMENT
By:		/s/ Xxxxxx X. Xxxxx Xx.
Name:		Xxxxxx X. Xxxxx Xx.
Title:		President, and not Individually

ACCEPTED AND AGREED TO ON BEHALF OF THE FUND
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Treasurer, and not Individually