Eaton Vance National Municipal Opportunities Trust (EOT) CORRESPCorrespondence with SEC

Eaton Vance Management

Two International Place

Boston, MA 02110

(617) 482-8260

www.eatonvance.com

August 18, 2022

VIA EDGAR

Ms. Megan Miller

U.S. Securities and Exchange Commission

Division of Investment Management,

Disclosure Review and Accounting Office

New York Regional Office

100 Pearl Street, Suite 20-100

New York, NY 10004-2616

Re: Eaton Vance Funds - Sarbanes-Oxley Review

Dear Ms. Miller,

Thank you for your oral comments provided on July 20, 2022 regarding your review, pursuant to the Sarbanes-Oxley Act of 2002, of the financial statements contained in the reports to shareholders, as well as related disclosures in the prospectuses and other filings of the Eaton Vance open-end and closed-end funds listed on Appendix A, attached hereto (each, a “Fund” or “Portfolio,” as applicable, and, collectively, the “Funds” or “Portfolios,” as applicable). Your comments are summarized below to the best of our understanding, followed by the Funds’ responses. Unless otherwise noted, the responses relate to all Funds.

Comments and Responses

Response: The Portfolios respectfully note that in the table showing the Level 3 fair value measurements in the financial statements, each Portfolio held a type of investment that included either only one investment or two investments with the same percentage in the “Input” column of the table. These percentages were used in determining such investments’ fair value as of the date of the relevant Portfolio’s financial statements. For that reason, a weighted average (weighted by relative fair value) was not shown in the financial statements.

Response: The Fund has reviewed the fee table in the Fund’s prospectus, as supplemented, as well as the Fund’s shareholder report.  In order to address the discrepancies noted by the Staff, the Fund will file a prospectus supplement.

Response: Professional fees incurred in pursuing foreign tax reclaims have been accounted for as an expense of the Fund. Additionally, as described in Note 1C to the Fund’s Financial Statements, interest income that the Fund received related to such tax reclaims was included with the tax reclaim amount and presented as “Other income” on the Fund’s Statement of Operations. Finally, the Fund has determined not to seek a closing agreement from the IRS since the amount of the foreign tax reclaims and related interest received was less than the foreign taxes paid by the Fund for the same fiscal year and could be netted pursuant to the Netting Method under IRS Notice 2016-10.

Response: The Fund will consider adding large shareholder risk disclosure in connection with its next annual prospectus update. The Fund will consider the nature of any large shareholder concentration and the degree to which large shareholder concentration may be considered a principal risk of investing in the Fund.

Response: Pursuant to Regulation S-X 12-13A 1, the Funds confirm that futures contracts, as presented in the futures contracts table in each Fund’s shareholder report, were generally sorted to group long purchases of futures contracts first, followed by futures contracts sold short. However, in the case of Eaton Vance Global Macro Absolute Return Fund, for instance, which had futures contracts with multiple risk types, such groupings were made at the risk type-level in order to ensure consistency with the Fund’s note regarding financial instruments in the Notes to Financial Statements. The Funds will consider whether this disclosure could be further clarified in future shareholder reports.

Response: The Fund notes that, although it intends to pay distributions monthly, it does not have a policy of maintaining distributions at a specified level. The Fund notes, however, that it did include the following disclosure in note 2 to the Fund’s notes to financial statements included in its semiannual report dated April 30, 2022: “…For the six months ended April 30, 2022, management estimates that a portion of distributions for the period will be a tax return of capital. The final determination of tax characteristics of the Fund’s distributions will occur at the end of the year and will be reported to the shareholders.”

Response: The Portfolios note that payments in the amount of approximately $12,664 and $5,091 for Global Macro Absolute Return Portfolio and Global Macro Capital Opportunities Portfolio, respectively, were as a result of trade errors. Thus, these payments did not meet the criteria described at ASC 946-20-05-2 and, accordingly, the presentation of such disclosures, as described in ASC 946-20-45-1, was not required. Furthermore, the Portfolios believe the amounts of such payments by an affiliate were de minimus in nature and did not warrant additional disclosure.

Response: The prospectus for Funds which invest in a Portfolio that is subject to portfolio transaction fees includes the following disclosure under the heading “Use of Hub and Spoke Structure” in the section “Investment Objective & Principal Policies and Risks”:

“The Portfolio seeks to transact with its investors on a basis that protects the Portfolio (and, indirectly, other investors in the Portfolio) against the costs of accommodating investor inflows and outflows. The Portfolio does this by imposing a fee (“Portfolio Transaction Fee”) on inflows and outflows by Portfolio investors, sized to cover the estimated cost to the Portfolio of, in connection with issuing interests, converting the cash and/or other instruments it receives to the desired composition and, in connection with redeeming its interests, converting Portfolio holdings to cash and or/other instruments to be distributed. Portfolio Transaction Fees apply to all investors in the Portfolio in the same manner to avoid discrimination among Portfolio investors.

The amount of Portfolio Transaction Fees may vary over time, depending on estimated trading costs, processing costs and other considerations. The Portfolio generally imposes higher Portfolio Transaction Fees on cash transactions than on in-kind contributions and distributions. In all cases, the Portfolio Transaction Fee is limited to amounts that have been authorized by the Board of Trustees and determined by Eaton Vance to be appropriate. The maximum Portfolio Transaction Fee imposed is 2% of the amount of the contribution or withdrawal.”

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If you have any questions or comments concerning the foregoing, please contact the undersigned at (617) 672-8878.

Very truly yours,

/s/ Michael P. Keane

Michael P. Keane

cc:   Jordan M. Beksha, Esq.

       Sarah Clinton, Esq.

Appendix A