EXHIBIT (h)(1) EATON VANCE TAX-MANAGED DIVIDEND AND PREMIUM INCOME FUND __________ Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENT Dated: November [ ], 2006 TABLE OF CONTENTSUnderwriting Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
November 14, 2005 Eaton Vance Tax-Managed Premium and Dividend Income Fund hereby adopts and agrees to become a party to the attached Custodian Agreement as amended and extended with Investors Bank & Trust Company. EATON VANCE TAX- MANAGED PREMIUM AND...Master Custodian Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund
MASTER AGREEMENT AMONG UNDERWRITERS Wachovia Capital Markets, LLC 301 S. College Street, NC0602 Charlotte, NC 28202-6000 Ladies and Gentlemen: 1. We understand that Wachovia Capital Markets, LLC ("WCM") is entering into this Master Agreement Among...Master Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
Exhibit (k)(5) STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
Exhibit (g)(1) EATON VANCE TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 14th day of November, 2005, between Eaton Vance Tax-Managed Premium and Dividend Income Fund, a Massachusetts business trust (the...Investment Advisory Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund
Exhibit (k)(3) EATON VANCE TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND ADMINISTRATION AGREEMENT AGREEMENT made this 14th day of November, 2005, between Eaton Vance Tax-Managed Premium and Dividend Income Fund, a Massachusetts business trust (the...Administration Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund
Exhibit (a)(3) EATON VANCE TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND AMENDMENT TO DECLARATION OF TRUST AMENDMENT, made, to the Agreement and Declaration of Trust made October 5, 2005, as amended November 9, 2005 (hereinafter called the...Eaton Vance Tax-Managed Diversified Equity Income Fund • October 24th, 2006
