Eaton Vance Tax-Managed Diversified Equity Income Fund Sample Contracts

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...
Investment Advisory Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund

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:

SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. One Post Office Square Boston, Massachusetts 02109
Sub-Placement Agent Agreement • February 19th, 2025 • Eaton Vance Tax-Managed Diversified Equity Income Fund

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 Tax-Managed Diversified Equity Income Fund, a Massachusetts business trust (the “Fund”), of up to 16,705,649 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.

DISTRIBUTION AGREEMENT EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND One Post Office Square Boston, Massachusetts 02109
Distribution Agreement • February 19th, 2025 • Eaton Vance Tax-Managed Diversified Equity Income Fund

Eaton Vance Tax-Managed Diversified Equity Income Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed an automatic shelf registration statement “as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”) on Form N-2 (File Nos. 333-284944 and 811-21832) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and 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. “Registration Statement” as used herein includes the Prospectus, Statement of Additional Information, including materials incorporated therein and any supplements or amendments thereto.

Exhibit (K)(5) FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 24th, 2006 • Eaton Vance Tax-Managed Diversified Equity Income Fund • New York
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”).

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.

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”).

ARTICLE I
Amendment to Declaration of Trust • November 15th, 2005 • Eaton Vance Tax-Managed Premium & Dividend Income Fund