<DOCUMENT>
<TYPE>EX-99.(K)(4)
<SEQUENCE>3
<FILENAME>b62570a2exv99wxkyx4y.txt
<DESCRIPTION>ORGANIZATIONAL AND EXPENSE REIMBURSEMENT AGREEMENT
<TEXT>
<PAGE>
                                                                  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  Dividend
Income Fund (the "Fund") we hereby notify you of the following:


    In connection with the organization and initial offering of  the  common
    shares of the Fund, Eaton Vance hereby  agrees  to  (i)  reimburse  all
    organizational costs of the Fund and (ii) pay all offering costs of such
    offering of  the  Fund (other than sales load) that exceeds $0.04 per share.


This instrument is executed under seal and shall be  governed  by  Massachusetts
law.



                                       Very truly yours,

                                       EATON VANCE MANAGEMENT


                                       By:    /s/ James B. Hawkes
                                              --------------------------------
                                       Name:  James B. Hawkes
                                       Title: President, and not Individually



ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND



By:    /s/ Barbara E. Campbell
       --------------------------------
Name:  Barbara E. Campbell
Title: Treasurer, and not Individually





</TEXT>
</DOCUMENT>
