FORM OF Eaton Vance National Municipal Opportunities Trust [ ] Common Shares of Beneficial Interest Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York
FORM OF STRUCTURING FEE AGREEMENTStructuring 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.
Eaton Vance ManagementAdditional Compensation Agreement • May 22nd, 2009 • Eaton Vance National Municipal Opportunities Trust • New York
Form Of STRUCTURING FEE AGREEMENTStructuring 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.
FORM OF MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • 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”).
EOT Form Of ADDITIONAL COMPENSATION AGREEMENTAdditional 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”).
FORM OF SHAREHOLDER SERVICING AGREEMENTShareholder 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”).
