Exhibit (k)(4)
As of December 16, 2005
To Xxxxx Xxxxx Tax-Managed Premium and Dividend Income Fund
With Reference to the Investment Advisory Agreement entered into by Xxxxx Xxxxx
Management ("Xxxxx Xxxxx") with Xxxxx Xxxxx 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, Xxxxx Xxxxx 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,
XXXXX XXXXX MANAGEMENT
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President, and not Individually
ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer, and not Individually
