Eaton Vance Risk-Managed Diversified Equity Income Fund Sample Contracts

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EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND
Master Custodian Agreement • June 22nd, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund
FORM OF DISTRIBUTION AGREEMENT EATON VANCE [ ] TRUST Two International Place Boston, Massachusetts 02110
Distribution Agreement • November 10th, 2021 • Eaton Vance Risk-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 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-[ ] and 811-[ ]) (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.

FORM OF SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Agent Agreement • November 10th, 2021 • Eaton Vance Risk-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.

EXHIBIT (h)(3) S[LOGO] MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • June 22nd, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2022 • Eaton Vance Risk-Managed Diversified Equity Income Fund • Massachusetts

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

Exhibit (k)(4) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • July 20th, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
I. GENERAL
Master Agreement • June 22nd, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 2nd, 2010 • Eaton Vance Risk-Managed Diversified Equity Income Fund

AMENDMENT effective August 11, 2008, made to the Agreement and Declaration of Trust dated April 4, 2007, as amended, (hereinafter called the "Declaration") of Eaton Vance Risk-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.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 10th, 2021 • Eaton Vance Risk-Managed Diversified Equity Income Fund • Massachusetts

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

Exhibit (k)(7) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • July 20th, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
JOINT FIDELITY BOND AGREEMENT
Joint Fidelity Bond Agreement • October 26th, 2015 • Eaton Vance Risk-Managed Diversified Equity Income Fund

THIS AGREEMENT is made as of September 1, 2013, by and among certain registered investment companies (the "Funds") managed and/or administered by Eaton Vance Management (“EVM”) or Boston Management and Research (“BMR”), each listed on Appendix A, as amended from time to time; and certain other non-Fund entities affiliated with EVM and/or BMR (collectively the “EV Parties”), each listed on Appendix A, as amended from time to time; all of which are named insureds (the “Insureds”) under a joint insured fidelity bond (the “Bond”) issued by one or more insurance companies (the “Insurer”), which may from time to time be amended or replaced:

Exhibit (k)(5) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • July 20th, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
Exhibit (k)(6) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • July 20th, 2007 • Eaton Vance Risk-Managed Diversified Equity Income Fund • New York
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