Eaton Vance Tax-Managed Diversified Equity Income Fund Sample Contracts

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FORM OF DISTRIBUTION AGREEMENT EATON VANCE [ ] TRUST Two International Place Boston, Massachusetts 02110
Distribution Agreement • May 2nd, 2019 • Eaton Vance Tax-Managed Diversified Equity Income Fund • Massachusetts

Eaton Vance [ ] Trust is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-[ ] and 811-[ ]) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the “1933 Act”), to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Agent Agreement • May 2nd, 2019 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [ ], a Massachusetts business trust (the “Fund”), of up to [ ] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 11th, 2022 • Eaton Vance Tax-Managed Diversified Equity Income Fund • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Tax-Managed Diversified Equity Income Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

Exhibit (K)(5) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
Exhibit (k)(5) STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • January 31st, 2019 • Eaton Vance Tax-Managed Diversified Equity Income Fund

AGREEMENT made this 6th day of August, 2012, between Eaton Vance Tax-Managed Diversified Equity Income Fund, a Massachusetts business trust (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 31st, 2019 • Eaton Vance Tax-Managed Diversified Equity Income Fund

AMENDMENT effective August 11, 2008, made to the Agreement and Declaration of Trust dated October 5, 2005, as amended, (hereinafter called the "Declaration") of Eaton Vance Tax-Managed Diversified Equity Income Fund, a Massachusetts business trust (hereinafter called the "Trust"), by at least a majority of the Trustees of the Trust in office on August 11, 2008.

Exhibit (K)(7) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
FEE REDUCTION AGREEMENT
Fee Reduction Agreement • January 31st, 2019 • Eaton Vance Tax-Managed Diversified Equity Income Fund

AGREEMENT made as of this 21st day of April 2008, between Eaton Vance Tax-Managed Diversified Equity Income Fund (the “Fund”) and Eaton Vance Management (the “Adviser”).

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

With 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:

ARTICLE I
Eaton Vance Tax-Managed Premium & Dividend Income Fund • November 15th, 2005
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