EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT

XXXXX XXXXX NATIONAL MUNICIPAL OPPORTUNITIES TRUST

INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT

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

1. Duties of Xxxxx Xxxxx. The Trust hereby employs Xxxxx Xxxxx to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

Xxxxx Xxxxx hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of Xxxxx Xxxxx’x organization in the choice of investments, in the purchase and sale of securities and in the administration of the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Xxxxx Xxxxx’x organization and all personnel of Xxxxx Xxxxx performing services relating to research and investment and administrative activities. Xxxxx Xxxxx shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

Xxxxx Xxxxx shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust. As investment adviser to the Trust, Xxxxx Xxxxx shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust (“Declaration of Trust”), By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Xxxxx Xxxxx is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Trust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify Xxxxx Xxxxx thereof in writing, Xxxxx Xxxxx shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Xxxxx Xxxxx shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust.

Xxxxx Xxxxx shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by Xxxxx Xxxxx, and to that end Xxxxx Xxxxx is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, Xxxxx Xxxxx shall adhere to procedures adopted by the Board of trustees of the Trust.

In connection with its administrative responsibilities, Xxxxx Xxxxx (i) will assist in preparing all annual, semi-annual and other reports required to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports to shareholders; (ii) will prepare and assemble all reports required to be filed by the Trust with the Securities and Exchange Commission (“SEC”) on Forms N-SAR and N-CSR, or on such other form as the SEC may substitute for Form N-SAR or N-CSR, and file

such reports with the SEC; (iii) will review the provision of services by the Trust’s independent accountants, including, but not limited to, the preparation by such accountants of audited financial statements of the Trust and the Trust’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust concerning the performance of the independent accountants as the Trustees deem appropriate; (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; (v) will arrange for the dissemination to shareholders of the Trust’s proxy materials, and will oversee the tabulation of proxies by the Trust’s transfer agent or other duly authorized proxy tabulator; (vi) will review and supervise the provision of custodian services to the Trust; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; (vii) will value all such portfolio investments and other assets of the Trust as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Trust’s shares by the custodian; (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Trust, and the fees to be paid by the Trust in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Trust; and make such reports and recommendations to the Trustees concerning the performance of the Trust’s transfer and dividend disbursing agent as the Trustees deem appropriate; (ix) will establish the accounting policies of the Trust; reconcile accounting issues which may arise with respect to the Trust’s operations; and consult with the Trust’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; (x) will determine the amount of all distributions to be paid by the Trust to its shareholders; prepare and arrange for the printing of notices to shareholders regarding such distributions and provide the Trust’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Trust’s dividend reinvestment plan; (xi) will review the Trust’s bills and authorize payments of such bills by the Trust’s custodian; (xii) will make recommendations to the Trustees as to whether the Trust should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Trust with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Trust; and supervise and conduct the Trust’s periodic repurchase or tender offers for its own shares; (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; (xiv) monitor the activities of any shareholder servicing agent retained by Xxxxx Xxxxx and periodically report to the Trustees about such activities; (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Trust with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Trust shares are listed; and (xvi) will provide to the Trust such other internal legal, auditing and accounting services and internal executive management and administrative services as the Trustees deem appropriate to conduct the Trust’s business affairs.

2. Compensation of Xxxxx Xxxxx. For the investment advisory services, payments and facilities to be furnished hereunder by Xxxxx Xxxxx, Xxxxx Xxxxx shall be entitled to receive from the Trust compensation in an amount equal to the following of the average daily gross assets of the Trust:

Average Daily Gross Assets for the Month		Annual Fee Rate
Up to and including $1.5 billion		0.60%
$1.5 billion and over		0.59%

For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained

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through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities or through the purchase of residual interest bonds), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means; all as determined in accordance with generally accepted accounting principals.

Such compensation shall be paid monthly in arrears on the last business day of each month. The Trust’s net assets shall be computed in accordance with the Declaration of Trust and any applicable votes and determinations of the Trustees of the Trust.

In case of initiation or termination of the Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect and the fee shall be computed upon the basis of the average gross assets for the business days the Agreement is so in effect for that month.

Xxxxx Xxxxx may, from time to time, waive all or a part of the above compensation.

The Board of Trustees of the Trust has currently determined that, based on the current level of compensation payable to Xxxxx Xxxxx by the Trust for its investment advisory services under this Agreement, Xxxxx Xxxxx shall receive no compensation from the Trust in respect of the administrative services to be rendered and the facilities to be provided by Xxxxx Xxxxx in connection with its administrative responsibilities under this Agreement. If the Trustees subsequently determine that the Trust should compensate Xxxxx Xxxxx for such administrative services and facilities, such compensation shall be set forth in an amendment to this Agreement to be entered into by the parties hereto.

3. Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Trust will pay all expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of organizing and maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes, including amendments, and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization and (xviii) such non-recurring items as may arise, including expenses incurred in connection

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with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.

4. Other Interests. It is understood that Trustees and officers of the Trust and shareholders of the Trust are or may be or become interested in Xxxxx Xxxxx as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of Xxxxx Xxxxx are or may be or become similarly interested in the Trust, and that Xxxxx Xxxxx may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of Xxxxx Xxxxx may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which Xxxxx Xxxxx may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or “Boston Management and Research” or any combination thereof as part of their name, and that Xxxxx Xxxxx or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

5. Limitation of Liability of Xxxxx Xxxxx. The services of Xxxxx Xxxxx to the Trust are not to be deemed to be exclusive, Xxxxx Xxxxx being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Xxxxx Xxxxx, Xxxxx Xxxxx shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

6. Sub-Advisers and Sub-Administrators. Xxxxx Xxxxx may employ one or more sub-advisers or sub-administrators from time to time to perform such of the acts and services of Xxxxx Xxxxx including the selection of brokers or dealers or other persons to execute the Trust’s portfolio security transactions, and upon such terms and conditions as may be agreed upon between Xxxxx Xxxxx and such sub-adviser or sub-administrator and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such date is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust cast in person at a meeting called for the purpose of voting on such approval.

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of Xxxxx Xxxxx, as the case may be, and the Trust may, at any time upon such written notice to Xxxxx Xxxxx, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust. This Agreement shall terminate automatically in the event of its assignment.

8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Trust.

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9. Limitation of Liability. Xxxxx Xxxxx expressly acknowledges the provision in the Declaration of Trust limiting the personal liability of shareholders of the Trust, and Xxxxx Xxxxx hereby agrees that it shall have recourse to the Trust pursuant to the Declaration of Trust for payment of claims or obligations as between the Trust and Xxxxx Xxxxx arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of the Trust.

10. Use of the Name “Xxxxx Xxxxx”. Xxxxx Xxxxx hereby consents to the use by the Trust of the name “Xxxxx Xxxxx” as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of Xxxxx Xxxxx or one of its affiliates as the investment adviser or administrator of the Trust. The name “Xxxxx Xxxxx” or any variation thereof may be used from time to time in other connections and for other purposes by Xxxxx Xxxxx and its affiliates and other investment companies that have obtained consent to the use of the name “Xxxxx Xxxxx”. Xxxxx Xxxxx shall have the right to require the Trust to cease using the name “Xxxxx Xxxxx” as part of the Trust’s name if the Trust ceases, for any reason, to employ Xxxxx Xxxxx or one of its affiliates as the Trust’s investment adviser or administrator. Future names adopted by the Trust for itself, insofar as such names include identifying words requiring the consent of Xxxxx Xxxxx, shall be the property of Xxxxx Xxxxx and shall be subject to the same terms and conditions.

11. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the holders of more than 50 per centum of the shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the shares of the Trust.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

XXXXX XXXXX NATIONAL MUNICIPAL OPPORTUNITIES TRUST
By:		/s/    Xxxxxxx X. Clemson
		Xxxxxxx X. Clemson President
XXXXX XXXXX MANAGEMENT
By:		/s/    Xxxxxxx X. Gemma
		Xxxxxxx X. Gemma Vice President and not individually

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