EXHIBITSUnderwriting Agreement • February 21st, 2007 • Eaton Vance Tax-Managed Global Diversified Equity Income Fund • New York
Exhibit A - Initial Securities to be Sold Exhibit B - Form of Opinion of Fund Counsel Exhibit C - Form of Opinion of Adviser Counsel Exhibit D - Form of Opinion of Subadviser Counsel Exhibit E - Price-Related Information
FORM OF MARKETING AND STRUCTURING FEE AGREEMENTFee Agreement • February 21st, 2007 • Eaton Vance Tax-Managed Global Diversified Equity Income Fund • New York
This agreement is between Eaton Vance Management (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Eaton Vance Tax-Managed Global Diversified Equity Income Fund (the “Fund”).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • February 21st, 2007 • Eaton Vance Tax-Managed Global Diversified Equity Income Fund • Massachusetts
This Transfer Agency and Services Agreement (the “Agreement”) dated as of February 5, 2007 is between each registered investment company listed on Exhibit 1 hereof (as may be amended from time to time) (each a “Fund”), each being a voluntary association commonly known as a “Massachusetts business trust” having its principal place of business at 255 State Street, Boston, MA 02109, and American Stock Transfer & Trust Company (the “Transfer Agent” or “AST”), a New York corporation with principal offices at 59 Maiden Lane, New York, NY 10038.
FORM OF ADDITIONAL COMPENSATION AGREEMENTForm of Additional Compensation Agreement • February 21st, 2007 • Eaton Vance Tax-Managed Global Diversified Equity Income Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of February [ ], 2007, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Eaton Vance Management (“Eaton Vance”).
