0000950135-06-007108 Sample Contracts

Exhibit (k)(4) As of December 16, 2005 To Eaton Vance Tax-Managed Premium and Dividend Income Fund With Reference to the Investment Advisory Agreement entered into by Eaton Vance Management ("Eaton Vance") with Eaton Vance Tax- Managed Premium and...
Investment Advisory Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund

With Reference to the Investment Advisory Agreement entered into by Eaton Vance Management ("Eaton Vance") with Eaton Vance Tax-Managed Premium and Dividend Income Fund (the "Fund") we hereby notify you of the following:

Exhibit (K)(5) FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York