ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT (k)(4)

XXXXX XXXXX RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT made this 1^ST day of March, 2021, between Xxxxx Xxxxx Risk-Managed Diversified Equity Income Fund, a Massachusetts business trust (the “Trust”), and Xxxxx Xxxxx Management, a Massachusetts business trust (“Xxxxx Xxxxx”).

1. Duties of Xxxxx Xxxxx. The Trust hereby employs Xxxxx Xxxxx to act as administrator for the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust for the period and on the terms set forth in this Agreement.

Xxxxx Xxxxx hereby accepts such employment, and undertakes to administer the Trust’s business affairs and, in connection therewith, to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for administering the affairs of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Xxxxx Xxxxx’x organization, and all personnel of Xxxxx Xxxxx performing services relating to administrative activities. Xxxxx Xxxxx shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

In connection with its responsibilities as administrator of the Trust, Xxxxx Xxxxx will:

• assist in preparing all annual, semi-annual and other reports required to be sent to Trust shareholders and/or filed with the Securities and Exchange Commission (“SEC”), and arrange for the filing, printing, and dissemination of such reports to shareholders;
• review the provision of services by the Trust’s independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the Trust and the Trust’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust concerning the performance of the independent accountants as the Trustees deem appropriate;
• arrange for the filing with the appropriate authorities all required federal, state and local tax returns;
• arrange for the dissemination to shareholders of the Trust’s proxy materials, and oversee the tabulation of proxies by the Trust’s transfer agent or other duly authorized proxy tabulator;
• review and supervise the provision of custodian services to the Trust; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate;
• oversee the valuation of all such portfolio investments and other assets of the Trust as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Trust’s shares by the custodian;
• negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Trust, and the fees to be paid by the Trust in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Trust; and make such reports and recommendations to the Trustees concerning the performance of the Trust’s transfer and dividend disbursing agent as the Trustees deem appropriate;

• establish the accounting policies of the Trust; reconcile accounting issues that may arise with respect to the Trust’s operations; and consult with the Trust’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith;
• determine the amount of all distributions (if any) to be paid by the Trust to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Trust’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Trust’s dividend reinvestment plan;
• make recommendations to the Trustees as to whether the Trust should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Trust with the SEC in connection with such repurchase or tender offers; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Trust; and supervise and conduct the Trust’s periodic repurchase or tender offers for its own shares;
• monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values;
• monitor the activities of any shareholder servicing agent retained by Xxxxx Xxxxx and periodically report to the Trustees about such activities;
• review the Trust’s bills and authorize payments of such bills by the Trust’s custodian;
• oversee services provided to the Trust by external counsel;
• arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Trust with the SEC, any other applicable regulatory body and any securities exchange where Trust shares are listed; and
• provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Trust’s business affairs.

Notwithstanding the foregoing, Xxxxx Xxxxx shall not be deemed to have assumed any duties with respect to, and shall not be responsible pursuant to this Agreement for, the management of the Trust’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Trust, nor shall Xxxxx Xxxxx be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust.

2.       Sub-Administrators. Xxxxx Xxxxx may employ one or more sub-administrators from time to time to perform any of Xxxxx Xxxxx’x duties under this Agreement upon such terms and conditions as may be agreed upon between Xxxxx Xxxxx and such sub-administrators and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940, as amended (the “1940 Act”). The performance of each such sub-administrator of its obligation under any such agreement shall be supervised by Xxxxx Xxxxx. Further, Xxxxx Xxxxx may, with the approval of the Trustees of the Trust and without the vote of any shareholders of the Trust, terminate any agreement with any sub-administrator and/or enter into an agreement with one or more other sub-administrators, all as permitted by the 1940 Act and the rules hereunder. In the event a sub-administrator is employed, Xxxxx Xxxxx retains the authority to immediately assume responsibility for any functions delegated to a sub-administrator, subject to approval by the Board and notice to the sub-administrator.

       3.       Compensation of Xxxxx Xxxxx. The Board of Trustees of the Trust have currently determined that, based on the current level of compensation payable to Xxxxx Xxxxx by the Trust under the Trust’s present Investment Advisory Agreement with Xxxxx Xxxxx, Xxxxx Xxxxx shall receive no compensation from the Trust in respect of the services to be rendered and the facilities to be provided by Xxxxx Xxxxx under this Agreement. If the Trustees subsequently determine that the Trust should compensate Xxxxx Xxxxx for such services and facilities, such compensation shall be set forth in a new agreement or in an amendment to this Agreement to be entered into by the parties hereto.

4.       Allocation of Charges and Expenses. Xxxxx Xxxxx shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Xxxxx Xxxxx and who devote part or all of their time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section. Except as provided in the foregoing sentence, it is understood that the Trust will pay all its expenses other than those expressly stated to be payable by Xxxxx Xxxxx hereunder, which expenses payable by the Trust shall include, without implied limitation: (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents required to be filed by the Trust with the SEC and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of Xxxxx Xxxxx’x organization; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.

5.       Other Interests. It is understood that Trustees and officers of the Trust and shareholders of the Trust are or may be or become interested in Xxxxx Xxxxx as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of Xxxxx Xxxxx are or may be or become similarly interested in the Trust, and that Xxxxx Xxxxx may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of Xxxxx Xxxxx may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that Xxxxx Xxxxx may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or any combination thereof as part of their name, and that Xxxxx Xxxxx or its subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with such other companies or entities.

6.       Limitation of Liability of Xxxxx Xxxxx. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Xxxxx Xxxxx, Xxxxx Xxxxx shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder.

A copy of the Declaration of Trust of Xxxxx Xxxxx is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of Xxxxx Xxxxx by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges the provisions in the Declaration of Trust of Xxxxx Xxxxx limiting the personal liability of the trustees, officers, and shareholders of Xxxxx Xxxxx, and the Trust hereby agrees that it shall have recourse to Xxxxx Xxxxx for payment of claims or obligations as between Xxxxx Xxxxx and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders of Xxxxx Xxxxx.

7.       Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust.

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of the Trustees of the Trust or the trustees of Xxxxx Xxxxx, as the case may be, and the Trust may, at any time upon such written notice to Xxxxx Xxxxx, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust.

8.       Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx or the Trust, and (ii) by vote of the Board of Trustees of the Trust.

9.       Limitation of Liability of the Trustees and Officers of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer in his or her capacity as an officer and not individually. Xxxxx Xxxxx expressly acknowledges the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees, officers, and shareholders of the Trust, and Xxxxx Xxxxx hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and Xxxxx Xxxxx arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders or any Trustee, officer, or shareholder of the Trust.

10.       Use of the Name “Xxxxx Xxxxx.” Xxxxx Xxxxx hereby consents to the use by the Trust of the name “Xxxxx Xxxxx” as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of Xxxxx Xxxxx or one of its affiliates as the investment adviser or administrator of the Trust. The name “Xxxxx Xxxxx” or any variation thereof may be used from time to time in other connections and for other purposes by Xxxxx Xxxxx and its affiliates and other investment companies that have obtained consent to the use of the name “Xxxxx Xxxxx.” Xxxxx Xxxxx shall have the right to require the Trust to cease using the name “Xxxxx Xxxxx” as part of the Trust’s name if the Trust ceases, for any reason, to employ Xxxxx Xxxxx or one of its affiliates as the Trust’s investment adviser or administrator. Future names adopted by the Trust for itself, insofar as such names include identifying words requiring the consent of Xxxxx Xxxxx, shall be the property of Xxxxx Xxxxx and shall be subject to the same terms and conditions.

11.       No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.       Non-Exclusive Services. The services of Xxxxx Xxxxx to the Trust are not to be deemed to be exclusive, Xxxxx Xxxxx being free to render services to others and engage in other business activities.

13.        Certain Definitions. The term “interested persons” when used herein shall have the meaning specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.

14.       Books and Records. Xxxxx Xxxxx agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although Xxxxx Xxxxx may, at its own expense, make and retain a copy of such records. Xxxxx Xxxxx further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

15.        Miscellaneous.

(a)       If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

(b)       This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.

(c)       This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature page follows]

ADMINISTRATIVE SERVICES AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

XXXXX XXXXX RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

By: /s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Vice President and not individually

XXXXX XXXXX MANAGEMENT

By: /s/ Xxxxxxx X. Gemma

Xxxxxxx X. Gemma

Vice President and not individually