Exhibit (K)(5) FORM OF STRUCTURING FEE AGREEMENTIndemnification Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
Contract Type FiledNovember 24th, 2006 Company Jurisdiction
Exhibit (K)(7) FORM OF STRUCTURING FEE AGREEMENTIndemnification Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
Contract Type FiledNovember 24th, 2006 Company Jurisdiction
Exhibit (g)(2) EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT effective the 14th day of November, 2005 as amended and restated the 13th day of November, 2006 between Eaton Vance...Eaton Vance Tax-Managed Diversified Equity Income Fund • November 24th, 2006 • Massachusetts
Company FiledNovember 24th, 2006 Jurisdiction
], 2006 Eaton Vance Management 255 State Street Boston, MA 02109 FORM OF ADDITIONAL COMPENSATION AGREEMENT Ladies and Gentlemen: Reference is made to the Underwriting Agreement dated [ ], 2006 (the "Underwriting Agreement"), by and among Eaton Vance...Eaton Vance Tax-Managed Diversified Equity Income Fund • November 24th, 2006 • New York
Company FiledNovember 24th, 2006 Jurisdiction
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...Eaton Vance Tax-Managed Diversified Equity Income Fund • November 24th, 2006
Company FiledNovember 24th, 2006With 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: