Exhibit (k)(4)
As of December 16, 2005
To ▇▇▇▇▇ ▇▇▇▇▇ Tax-Managed Premium and Dividend Income Fund
With Reference to the Investment Advisory Agreement entered into by ▇▇▇▇▇ ▇▇▇▇▇
Management ("▇▇▇▇▇ ▇▇▇▇▇") with ▇▇▇▇▇ ▇▇▇▇▇ Tax-Managed Premium and Dividend
Income Fund (the "Fund") we hereby notify you of the following:
In connection with the organization and initial offering of the common
shares of the Fund, ▇▇▇▇▇ ▇▇▇▇▇ 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.
This instrument is executed under seal and shall be governed by Massachusetts
law.
Very truly yours,
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, and not Individually
ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer, and not Individually