REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and
Shareholders of Eaton Vance National Municipal Opportunities Trust:
In planning and
performing our audit of the financial statements of Eaton Vance National
Municipal Opportunities Trust (the "Trust") as of and for the year
ended March 31, 2024, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we considered the Trust's internal
control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the requirements
of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness
of the Trust's internal control over financial reporting. Accordingly, we express
no such opinion.
The management of the
Trust is responsible for establishing and maintaining effective internal
control over financial reporting. In fulfilling this responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of controls. A trust's internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A trust's
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the trust; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the trust are being made only in accordance with authorizations
of management and trustees of the trust; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of a trust's assets that could have a material effect on the
financial statements.
Because of its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
A deficiency in
internal control over financial reporting exists when the design or operation
of a control does not allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the trust's annual or
interim financial statements will not be prevented or detected on a timely basis.
Our consideration of
the Trust's internal control over financial reporting was for the limited
purpose described in the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be material weaknesses under standards
established by the PCAOB. However, we noted no deficiencies in the Trust's
internal control over financial reporting and its operation, including controls
for safeguarding securities, that we consider to be a material weakness, as
defined above, as of March 31, 2024.
This report is intended
solely for the information and use of management and the Trustees of Eaton Vance
National Municipal Opportunities Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.
/s/ Deloitte &
Touche LLP
Boston, Massachusetts
May 17, 2024