<SEC-DOCUMENT>0000950135-06-007108.txt : 20120827
<SEC-HEADER>0000950135-06-007108.hdr.sgml : 20120827

<ACCEPTANCE-DATETIME>20061124145556

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000950135-06-007108

CONFORMED SUBMISSION TYPE:	N-2/A

PUBLIC DOCUMENT COUNT:		13

FILED AS OF DATE:		20061124

DATE AS OF CHANGE:		20061214


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Eaton Vance Tax-Managed Diversified Equity Income Fund

		CENTRAL INDEX KEY:			0001340736

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2/A

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-129692

		FILM NUMBER:		061238015



	BUSINESS ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110

		BUSINESS PHONE:		617-482-8260



	MAIL ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Dividend Income Fund

		DATE OF NAME CHANGE:	20051110



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Income Opportunities Fund

		DATE OF NAME CHANGE:	20051005




FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Eaton Vance Tax-Managed Diversified Equity Income Fund

		CENTRAL INDEX KEY:			0001340736

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2/A

		SEC ACT:		1940 Act

		SEC FILE NUMBER:	811-21832

		FILM NUMBER:		061238016



	BUSINESS ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110

		BUSINESS PHONE:		617-482-8260



	MAIL ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Dividend Income Fund

		DATE OF NAME CHANGE:	20051110



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	Eaton Vance Tax-Managed Premium & Income Opportunities Fund

		DATE OF NAME CHANGE:	20051005



</SEC-HEADER>

<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>b62570a2nv2za.txt
<DESCRIPTION>EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
<TEXT>
<PAGE>

    As filed with the Securities and Exchange Commission on November 24, 2006
                                               1933 Act File No. 333-129692
                                              1940 Act File No. 811-21832

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2


                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933         [ ]
                          PRE-EFFECTIVE AMENDMENT NO. 2          [X]
                          POST-EFFECTIVE AMENDMENT NO.           [ ]

                                     AND/OR

                        REGISTRATION STATEMENT UNDER THE
                          INVESTMENT COMPANY ACT OF 1940         [ ]
                                 AMENDMENT NO. 2                 [X]
                        (CHECK APPROPRIATE BOX OR BOXES)


             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
             ------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260
        -----------------------------------------------------------------

                                 ALAN R. DYNNER
     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
                     NAME AND ADDRESS (OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

          MARK P. GOSHKO, ESQ.                         SARAH E. COGAN, ESQ.
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP       SIMPSON THACHER & BARTLETT LLP
            75 STATE STREET                            425 LEXINGTON AVENUE
     BOSTON, MASSACHUSETTS 02109                        NEW YORK, NY 10007


         APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable
after the effective date of this Registration Statement.


         If any of the securities being registered on this form are to be
offered on a delayed or continuous basis in reliance on Rule 415 under the
Securities Act of 1933, other than securities offered in connection with a
dividend reinvestment plan, check the following box. [ ]

         It is proposed that this filing will become effective (check
appropriate box):

           [ ] when declared effective pursuant to Section 8(c)

<PAGE>


CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<Table>
<Caption>
=================================================================================================================
                                                              PROPOSED          PROPOSED
                                                              MAXIMUM            MAXIMUM
                                         AMOUNT BEING         OFFERING          AGGREGATE           AMOUNT OF
TITLE OF SECURITIES BEING                 REGISTERED       PRICE PER UNIT    OFFERING PRICE     REGISTRATION FEES
       REGISTERED                            (1)                (1)                (1)              (1)(2)(3)
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>                <C>
Common Shares of Beneficial
Interest, $0.01 par value                 150,000,000          $20.00        $3,000,000,000          $321,000
=================================================================================================================
</Table>

(1)      Estimated solely for purposes of calculating the registration fee,
         pursuant to Rule 457(o) under the Securities Act of 1933.

(2)      Includes Shares that may be offered to the Underwriters pursuant to an
         option to cover over-allotments.

(3)      A registration fee of $117.70 was previously paid in connection with
         the initial filing filed on November 15, 2005.

                           --------------------------


         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.



<PAGE>

The information in this Prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

    PRELIMINARY PROSPECTUS        SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2006


(EATON VANCE LOGO)

                      SHARES

           EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

           COMMON SHARES
           $20.00 PER SHARE


--------------------------------------------------------------------------------

    INVESTMENT OBJECTIVES.  Eaton Vance Tax-Managed Diversified Equity Income
Fund (the "Fund") is a newly organized, diversified, closed-end management
investment company. The Fund's primary investment objective is to provide
current income and gains, with a secondary objective of capital appreciation. In
pursuing its investment objectives, the Fund will evaluate returns on an after-
tax basis, seeking to minimize and defer shareholder federal income taxes.

    PORTFOLIO MANAGEMENT STRATEGIES.  Under normal market conditions, the Fund's
investment program will consist primarily of owning a diversified portfolio of
common stocks. The Fund will seek to earn high levels of tax-advantaged income
and gains by (1) emphasizing investments in stocks that pay dividends that
qualify for favorable federal income tax treatment and (2) writing (selling)
stock index call options with respect to a portion of its common stock portfolio
value. (continued on inside front cover)

    This Prospectus sets forth concisely information you should know before
investing in the shares of the Fund.

    BECAUSE THE FUND IS NEWLY ORGANIZED, ITS COMMON SHARES ("COMMON SHARES")
HAVE NO HISTORY OF PUBLIC TRADING. THE SHARES OF CLOSED-END INVESTMENT COMPANIES
OFTEN TRADE AT A DISCOUNT FROM THEIR NET ASSET VALUE, WHICH MAY INCREASE
INVESTORS' RISK OF LOSS.

--------------------------------------------------------------------------------
INVESTING IN THE FUND'S COMMON SHARES INVOLVES CERTAIN RISKS. SEE "INVESTMENT
OBJECTIVES, POLICIES AND RISKS -- RISK CONSIDERATIONS" BEGINNING ON PAGE 36.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


<Table>
<Caption>
                                                                        PER SHARE   TOTAL(1)
                                                                        ---------   --------

<S>                                                                     <C>         <C>

Public Offering Price.................................................    $20.00        $
Sales Load(2).........................................................    $ 0.90        $
Estimated Offering Expenses(3)........................................    $ 0.04        $
Proceeds to the Fund..................................................    $19.06        $
</Table>



  (1) The underwriters may also purchase up to an additional            Common
      Shares at the public offering price, less the sales load, within 45 days
      from the date of this Prospectus to cover over-allotments, if any. If such
      option is exercised in full, the total public offering price, sales load,
      estimated offering expenses and proceeds to the Fund will be $     ,
      $     , $     , and $     , respectively.

  (2) Eaton Vance has agreed to pay from its own assets a structuring fee to
      each of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc. and
      UBS Securities LLC. Eaton Vance has agreed to pay from its own assets
      additional compensation to A.G. Edwards & Sons, Inc. and           . Eaton
      Vance (not the Fund) may pay certain qualifying underwriters a marketing
      and structuring fee, additional compensation, or a sales incentive fee in
      connection with the offering. See "Underwriting." The total compensation
      received by the underwriters will not exceed 9.0% of the total public
      offering price of the Common Shares offered hereby.

  (3) In addition to the sales load, the Fund will pay offering costs of up to
      $0.04 per share, estimated to total $     , which will reduce the
      "Proceeds to the Fund" (above). Eaton Vance or an affiliate has agreed to
      pay the amount by which the aggregate of all of the Fund's offering costs
      (other than sales loads) exceeds $0.04 per share. Eaton Vance or an
      affiliate has agreed to reimburse all organizational costs.

The underwriters expect to deliver the Common Shares to purchasers on or
                             about           , 2006


--------------------------------------------------------------------------------

 WACHOVIA SECURITIES
                       CITIGROUP
                                             UBS INVESTMENT BANK
                                                                   A.G. EDWARDS

                                  -------------
ROBERT W. BAIRD & CO.                             BANC OF AMERICA SECURITIES LLC
BB&T CAPITAL MARKETS                                         FERRIS, BAKER WATTS
                                                           INCORPORATED
H&R BLOCK FINANCIAL ADVISORS, INC.             J.J.B. HILLIARD, W.L. LYONS, INC.
JANNEY MONTGOMERY SCOTT LLC                              KEYBANC CAPITAL MARKETS
MORGAN KEEGAN & COMPANY, INC.                                  OPPENHEIMER & CO.
RAYMOND JAMES                                                RBC CAPITAL MARKETS
RYAN BECK & CO.                                                    STEPHENS INC.
STIFEL NICOLAUS                                       SUNTRUST ROBINSON HUMPHREY
WEDBUSH MORGAN SECURITIES INC.                            WELLS FARGO SECURITIES

                The date of this prospectus is November   , 2006

<PAGE>

(continued from previous page)

    Call options on broad-based stock indices generally qualify for treatment as
"section 1256 contracts," as defined in the Internal Revenue Code of 1986, as
amended, on which capital gains and losses are generally treated as 60% long-
term and 40% short-term, regardless of holding period.

    INVESTMENT ADVISER AND SUB-ADVISER.  The Fund's investment adviser is Eaton
Vance Management ("Eaton Vance" or the "Adviser"). As of September 30, 2006,
Eaton Vance and its subsidiaries managed approximately $124.1 billion on behalf
of funds, institutional clients and individuals, including approximately $74.9
billion in equity assets. Eaton Vance has engaged Rampart Investment Management
Company, Inc. ("Rampart" or the "Sub-Adviser") as a sub-adviser of the Fund.
Rampart, founded in 1983, specializes in options management and trading for
institutional, high net worth and investment company clients. Rampart managed
approximately $6.6 billion in assets as of September 30, 2006. Eaton Vance will
be responsible for the Fund's overall investment program, structuring and
managing the Fund's common stock portfolio, including dividend capture trading,
tax-loss harvesting and other tax-management techniques, providing consultation
to the Sub-Adviser and supervising the performance of the Sub-Adviser. Rampart
will be responsible for providing advice on and execution of the Fund's options
strategy.

    PORTFOLIO CONTENTS.  Under normal market conditions, the Fund will invest at
least 80% of its total assets in a combination of (1) dividend-paying common
stocks and (2) common stocks the value of which is subject to covered written
index call options. The Fund will invest primarily in common stocks of United
States issuers, but may invest up to 40% of its assets in common stocks of
foreign issuers, including up to 5% of its total assets in securities of issuers
located in emerging markets. The Fund may not invest 25% or more of its total
assets in the securities of issuers in any single industry. The Fund will
emphasize investments in stocks that pay dividends that qualify for federal
income taxation at rates applicable to long-term capital gains, and will seek to
enhance the level of tax-advantaged dividend income it receives by engaging in
dividend capture trading. In a dividend capture trade, the Fund sells a stock on
or shortly after the stock's ex-dividend date and uses the sale proceeds to
purchase one or more other stocks that are expected to pay dividends before the
next dividend payment on the stock being sold. Through this practice, the Fund
may receive more dividend payments over a given time period than if it held a
single stock. By complying with applicable holding period and other requirements
while engaging in dividend capture trading, the Fund may enhance the level of
tax-advantaged dividend income it receives. The use of dividend capture trading
strategies will expose the Fund to increased trading costs and potentially
higher short-term gain or loss.

    The Fund intends to write call options on one or more broad-based stock
indices that the Adviser believes collectively approximate the characteristics
of its common stock portfolio (or that portion of its portfolio against which
options are written) and that present attractive opportunities to earn options
premiums. The Fund intends initially to write call options on the S&P 500
Composite Stock Price Index(R), and may also initially write call options on
other domestic and foreign stock indices. Over time, the indices on which the
Fund writes call options may vary as a result of changes in the availability and
liquidity of various listed index options, changes in stock portfolio holdings,
the Adviser's evaluation of equity market conditions and other factors. Writing
index call options involves a tradeoff between the option premiums received and
reduced participation in potential future stock price appreciation. Due to tax
considerations, the Fund intends to limit the overlap between its stock holdings
(and any subset thereof) and each index on which it has outstanding options
positions to less than 70% on an ongoing basis. The Fund's stock holdings will
normally include stocks not included in the indices on which it writes call
options.

    THE FUND SEEKS TO GENERATE CURRENT EARNINGS FROM DIVIDENDS ON STOCKS HELD
AND FROM OPTION PREMIUMS.  The Fund intends to employ a variety of tax-
management techniques and strategies as described herein, seeking in part to
minimize the Fund's ordinary income (other than qualified dividend income) and
net realized short-term capital gains in excess of net realized long-term
capital losses and Fund expenses. To the extent that the Fund's ordinary income
(other than qualified dividend income) and net realized short-term gains over
net realized long-term losses exceed Fund expenses, dividends with respect to
such amounts when paid to Common Shareholders (as defined below) will be taxable
as ordinary income.

    EXCHANGE LISTING.  The Fund's Common Shares have been approved for listing
on the New York Stock Exchange under the symbol "ETY" subject to notice of
issuance. Because the Fund is newly organized, its Common Shares have no history
of public trading. The shares of closed-end management investment companies
frequently trade at a discount from their net asset value. The returns earned by
holders of the Fund's Common Shares ("Common Shareholders") who purchase their
shares in this offering and sell their shares below net asset value will be
reduced.

    Eaton Vance believes that the Fund may be appropriate for investors seeking
an investment vehicle that combines regular distributions and the potential for
capital appreciation. The Fund may be particularly well suited for taxpaying
investors who can benefit from the minimization and deferral of federal income
taxes that the Fund seeks to provide.

    The Fund's net asset value and distribution rate will vary and may be
affected by numerous factors, including changes in stock prices, dividend rates,
dividend capture trading activity, option premiums and other factors. An
investment in the Fund may not be appropriate for all investors. There is no
assurance that the Fund will achieve its investment objectives.

    Please read and retain this Prospectus for future reference. A Statement of
Additional Information dated            2006 has been filed with the Securities
and Exchange Commission and can be obtained without charge by calling 1-800-225-
6265 or by writing to the Fund. A table of contents to the Statement of
Additional Information is located at page 60 of this Prospectus. This Prospectus
incorporates by reference the entire Statement of Additional

<PAGE>

Information. The Statement of Additional Information is available along with
shareholder reports and other Fund-related materials at the Securities and
Exchange Commission's public reference room in Washington, DC (call 1-202-942-
8090 for information on the operation of the reference room), from the EDGAR
database on the Securities and Exchange Commission's internet site
(http://www.sec.gov), upon payment of copying fees by writing to the Securities
and Exchange Commission's public reference section, Washington, DC 20549-0102;
or by electronic mail at publicinfo@sec.gov. The Fund's address is The Eaton
Vance Building, 255 State Street, Boston, Massachusetts 02109 and its telephone
number is 1-800-225-6265.

    The Fund's shares do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.

    The Fund is not sponsored, endorsed, sold or promoted by any index sponsor.
No index sponsor has passed on the legality or suitability of, or the accuracy
or adequacy of, descriptions and disclosures relating to the Fund. No index
sponsor has made any representation or warranty, express or implied, to the
Common Shareholders of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly,
or the ability of any index to track general stock market performance. The
indices are determined, composed and calculated by the respective index sponsors
without regard to the Fund or its use of the indices for option writing. The
index sponsors have no obligation to take the needs of the Fund or its Common
Shareholders into consideration in determining, composing or calculating the
indices. No index sponsor is responsible for or has participated in the
determination of the timing of, price of, or number of Common Shares of the Fund
to be issued. No index sponsor has any liability in connection with the
management, administration, marketing or trading of the Fund.

    THE INDEX SPONSORS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE INDICES OR ANY DATA INCLUDED THEREIN. THE INDEX SPONSORS MAKE
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, THE
COMMON SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES IN
THE FUND'S OPTIONS WRITING PROGRAM. IN PUBLISHING THE INDICES, THE INDEX
SPONSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL AN INDEX SPONSOR HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

<PAGE>

    You should rely only on the information contained or incorporated by
reference in this Prospectus. The Fund has not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. The Fund is not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information provided by this Prospectus is accurate
as of any date other than the date on the front of this Prospectus. The Fund's
business, financial condition and results of operations may have changed since
the date of this Prospectus.

                                  -------------

                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                          PAGE
                                                                          ----

<S>                                                                       <C>

Prospectus Summary.....................................................     1
Summary of Fund Expenses...............................................    22
The Fund...............................................................    23
Use of Proceeds........................................................    23
Investment Objectives, Policies and Risks..............................    23
Management of the Fund.................................................    42
Distributions..........................................................    44
Federal Income Tax Matters.............................................    45
Dividend Reinvestment Plan.............................................    49
Description of Capital Structure.......................................    50
Underwriting...........................................................    56
Custodian and Transfer Agent...........................................    59
Legal Opinions.........................................................    59
Reports to Shareholders................................................    59
Independent Registered Public Accounting Firm..........................    59
Additional Information.................................................    59
Table of Contents for the Statement of Additional Information..........    60
The Fund's Privacy Policy..............................................    61
</Table>



--------------------------------------------------------------------------------

    Until           , 2006 (25 days after the date of this Prospectus), all
dealers that buy, sell or trade the Common Shares, whether or not participating
in this offering, may be required to deliver a Prospectus. This requirement is
in addition to the dealers' obligation to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

<PAGE>

                               PROSPECTUS SUMMARY

    This is only a summary. This summary may not contain all of the information
that you should consider before investing in the Eaton Vance Tax-Managed
Diversified Equity Income Fund's common shares ("Common Shares"). You should
review the more detailed information contained in this Prospectus and in the
Statement of Additional Information, especially the information set forth under
the heading "Investment Objectives and Policies" and "Risk Factors."

THE FUND.................  Eaton Vance Tax-Managed Diversified Equity Income
                           Fund (the "Fund") is a newly organized, diversified,
                           closed-end management investment company. The Fund
                           seeks to provide current income and gains, with a
                           secondary objective of capital appreciation.
                           Investments are based on Eaton Vance Management's
                           ("Eaton Vance" or the "Adviser") and Rampart
                           Investment Management Company, Inc.'s ("Rampart" or
                           the "Sub-Adviser") internal research and management.
                           An investment in the Fund may not be appropriate for
                           all investors.

THE OFFERING.............  The Fund is offering            Common Shares of
                           beneficial interest, par value $.01 per share,
                           through a group of underwriters (the "Underwriters")
                           led by Wachovia Capital Markets, LLC, Citigroup
                           Global Markets Inc., UBS Securities LLC and A.G.
                           Edwards & Sons, Inc. The Common Shares of beneficial
                           interest are called "Common Shares." The Underwriters
                           have been granted an option by the Fund to purchase
                           up to an additional            Common Shares solely
                           to cover orders in excess of            Common
                           Shares. The initial public offering price is $20.00
                           per Common Share. The minimum purchase in this
                           offering is 100 Common Shares ($2,000). See
                           "Underwriting." Eaton Vance or an affiliate has
                           agreed to (i) reimburse all organizational costs of
                           the Fund and (ii) pay all offering costs (other than
                           sales load) that exceed $.04 per Common Share.

INVESTMENT OBJECTIVES AND
STRATEGIES...............  The Fund's primary investment objective is to provide
                           current income and gains, with a secondary objective
                           of capital appreciation. In pursuing its investment
                           objectives, the Fund will evaluate returns on an
                           after-tax basis, seeking to minimize and defer
                           shareholder federal income taxes. There can be no
                           assurance that the Fund will achieve its investment
                           objectives.

                           Under normal market conditions, the Fund's investment
                           program will consist primarily of owning a
                           diversified portfolio of common stocks. The Fund will
                           seek to earn high levels of tax-advantaged income and
                           gains by (1) emphasizing investments in stocks that
                           pay dividends that qualify for favorable federal
                           income tax treatment and (2) writing (selling) stock
                           index call options with respect to a portion of its
                           common stock portfolio value. Call options on broad-
                           based stock indices generally will qualify for
                           treatment as "section 1256 contracts" as defined in
                           the Internal Revenue Code of 1986, as amended (the
                           "Code"), on which capital gains and losses are
                           generally treated as 60% long-term and 40% short-
                           term, regardless of holding period.

                           Under normal market conditions, the Fund will invest
                           at least 80% of its total assets in a combination of
                           (1) dividend-paying common stocks and (2) common
                           stocks the value of which is


                                        1

<PAGE>

                           subject to covered written index call options. The
                           Fund will emphasize investments in stocks that pay
                           dividends that qualify for federal income taxation at
                           rates applicable to long-term capital gains, and will
                           seek to enhance the level of tax-advantaged dividend
                           income it receives by engaging in dividend capture
                           trading. In a dividend capture trade, the Fund sells
                           a stock on or shortly after the stock's ex-dividend
                           date and uses the sale proceeds to purchase one or
                           more other stocks that are expected to pay dividends
                           before the next dividend payment on the stock being
                           sold. Through this practice, the Fund may receive
                           more dividend payments over a given time period than
                           if it held a single stock. By complying with
                           applicable holding period and other requirements
                           while engaging in dividend capture trading, the Fund
                           may enhance the level of tax-advantaged dividend
                           income it receives. The use of dividend capture
                           trading strategies will expose the Fund to increased
                           trading costs and potentially higher short-term gain
                           or loss.

                           The Fund will invest primarily in common stocks of
                           United States issuers. The Fund may invest up to 40%
                           of its total assets in securities of foreign issuers,
                           including securities evidenced by American Depositary
                           Receipts ("ADRs"), Global Depositary Receipts
                           ("GDRs") and European Depositary Receipts ("EDRs").
                           The Fund may invest up to 5% of its total assets in
                           securities of emerging market issuers. The Fund
                           expects that its assets will normally be invested
                           across a broad range of industries and market
                           sectors. The Fund may not invest 25% or more of its
                           total assets in the securities of issuers in any
                           single industry. The Fund may invest a portion of its
                           assets in stocks of mid-capitalization companies.
                           Eaton Vance generally considers mid-capitalization
                           companies to be those companies having market
                           capitalizations within the range of capitalizations
                           for the S&P MidCap 400 Index (the "S&P MidCap 400").
                           As of September 30, 2006, the median market
                           capitalization of companies in the S&P MidCap 400 was
                           approximately $2.55 billion.

                           The Fund intends to write call options on one or more
                           broad-based stock indices that the Adviser believes
                           collectively approximate the characteristics of its
                           common stock portfolio (or that portion of its
                           portfolio against which options are written) and that
                           present attractive opportunities to earn options
                           premiums. The Fund intends initially to write call
                           options on the S&P 500 Composite Stock Price Index(R)
                           (the "S&P 500"), and may also initially write call
                           options on other domestic and foreign stock indices.
                           Over time, the indices on which the Fund writes call
                           options may vary as a result of changes in the
                           availability and liquidity of various listed index
                           options, changes in stock portfolio holdings, the
                           Adviser's evaluation of equity market conditions and
                           other factors. Writing index call options involves a
                           tradeoff between the option premiums received and
                           reduced participation in potential future stock price
                           appreciation. Due to tax considerations, the Fund
                           intends to limit the overlap between its stock
                           holdings (and any subset thereof) and each index on
                           which it has outstanding options positions to less
                           than 70% on an ongoing


                                        2

<PAGE>

                           basis. The Fund's stock holdings will normally
                           include stocks not included in the indices on which
                           it writes call options. See "Federal Income Tax
                           Matters."

                           The Fund generally intends to sell index call options
                           that are exchange-listed and "European style,"
                           meaning that the options may be exercised only on the
                           expiration date of the option. Index options differ
                           from options on individual securities in that index
                           options (i) typically are settled in cash rather than
                           by delivery of securities and (ii) reflect price
                           fluctuations in a group of securities or segments of
                           the securities market rather than price fluctuations
                           in a single security.

                           As the seller of index call options, the Fund will
                           receive cash (the premiums) from option purchasers.
                           The purchaser of an index call option has the right
                           to any appreciation in the value of the applicable
                           index over a fixed price (the exercise price) as of a
                           specified date in the future (the option valuation
                           date). Generally, the Fund intends to sell call
                           options that are slightly "out-of-the-money" (i.e.,
                           the exercise price generally will be slightly above
                           the current level of the applicable index when the
                           option is sold). The Fund may also sell index options
                           that are more substantially "out-of-the-money." Such
                           options that are more substantially "out-of-the-
                           money" provide greater potential for the Fund to
                           realize capital appreciation, but generally would pay
                           a lower premium than options that are slightly "out-
                           of-the-money." In writing index options, the Fund
                           will, in effect, sell the potential appreciation in
                           the value of the applicable index above the exercise
                           price in exchange for the option premium received.
                           If, at expiration, an index call option sold by the
                           Fund is exercised, the Fund will pay the purchaser
                           the difference between the cash value of the
                           applicable index and the exercise price of the
                           option. The premium, the exercise price and the
                           market value of the applicable index will determine
                           the gain or loss realized by the Fund as the seller
                           of the index call option.

                           The Fund's policy that, under normal market
                           conditions, the Fund will invest at least 80% of its
                           total assets in a combination of (1) dividend-paying
                           common stocks and (2) common stocks the value of
                           which is subject to covered written index call
                           options is a non-fundamental policy that may be
                           changed by the Fund's Board of Trustees (the "Board")
                           without Common Shareholder approval following the
                           provision of 60 days' prior written notice to Common
                           Shareholders.

                           In implementing the Fund's investment strategy, the
                           Adviser and Sub-Adviser intend to employ a variety of
                           techniques and strategies designed to minimize and
                           defer the federal income taxes incurred by Common
                           Shareholders in connection with their investment in
                           the Fund as described below. See "Federal Income Tax
                           Matters."

                           The S&P 500 is an unmanaged index of 500 stocks
                           maintained and published by Standard & Poor's that is
                           market-capitalization


                                        3

<PAGE>

                           weighted and generally representative of the
                           performance of larger stocks traded in the United
                           States.

                           The Fund is not sponsored, endorsed, sold or promoted
                           by any index sponsor. No index sponsor has passed on
                           the legality or suitability of, or the accuracy or
                           adequacy of descriptions and disclosures relating to
                           the Fund. No index sponsor has made any
                           representation or warranty, express or implied, to
                           the Common Shareholders of the Fund or any member of
                           the public regarding the advisability of investing in
                           securities generally or in the Fund particularly, or
                           the ability of any index to track general stock
                           market performance. The indices are determined,
                           composed and calculated by the respective index
                           sponsors without regard to the Fund or its use of the
                           indices for option writing. The index sponsors have
                           no obligation to take the needs of the Fund or its
                           Common Shareholders into consideration in
                           determining, composing or calculating the indices. No
                           index sponsor is responsible for or has participated
                           in the determination of the timing of, price of, or
                           number of Common Shares of the Fund to be issued. No
                           index sponsor has any liability in connection with
                           the management, administration, marketing or trading
                           of the Fund.

                           THE INDEX SPONSORS DO NOT GUARANTEE THE ACCURACY
                           AND/OR UNINTERRUPTED CALCULATION OF THE INDICES OR
                           ANY DATA INCLUDED THEREIN. THE INDEX SPONSORS MAKE NO
                           WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
                           OBTAINED BY THE FUND, THE COMMON SHAREHOLDERS OR ANY
                           OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES IN
                           THE FUND'S OPTIONS WRITING PROGRAM. IN PUBLISHING THE
                           INDICES, THE INDEX SPONSORS MAKE NO EXPRESS OR
                           IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
                           WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                           PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES
                           OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF
                           THE FOREGOING, IN NO EVENT SHALL AN INDEX SPONSOR
                           HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL,
                           INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
                           DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
                           DAMAGES.

INVESTMENT SELECTION
STRATEGIES...............  Eaton Vance will be responsible for the Fund's
                           overall investment program, structuring and managing
                           the Fund's common stock portfolio, including dividend
                           capture trading, tax-loss harvesting and other tax-
                           management techniques, providing consultation to the
                           Sub-Adviser and supervising the performance of the
                           Sub-Adviser. The Fund's investments will be actively
                           managed, and securities may be bought or sold on a
                           daily basis. Rampart will be responsible for
                           providing advice on and execution of the Fund's
                           options strategy.

                           A team of Eaton Vance investment professionals is
                           responsible for the overall management of the Fund's
                           investments, including decisions about asset
                           allocation and securities selection. The portfolio
                           managers utilize information provided by, and the
                           expertise of, the Adviser's research staff in making
                           investment decisions. Investment decisions are made
                           primarily on the basis of fundamental research, which
                           involves consideration of the various company-
                           specific and general business, economic and market


                                        4

<PAGE>

                           factors that may influence the future performance of
                           individual companies and equity investments therein.
                           The Adviser will also consider a variety of other
                           factors in constructing and maintaining the Fund's
                           stock portfolio, including, but not limited to, stock
                           dividend yields and payment schedules, overlap
                           between the Fund's stock holdings and the indices on
                           which it has outstanding options positions,
                           realization of tax loss harvesting opportunities and
                           other tax management considerations.

                           The Adviser believes that a strategy of owning a
                           portfolio of common stocks and selling covered call
                           options (a "buy-write strategy") with respect to a
                           portion thereof can provide current income and gains
                           and attractive risk-adjusted returns. The Fund will
                           sell only "covered" call options. An index call
                           option is considered covered if the Fund maintains
                           with its custodian assets determined to be liquid (in
                           accordance with procedures established by the Board)
                           in an amount at least equal to the contract value of
                           the index. An index call option also is covered if
                           the Fund holds a call on the same index as the call
                           written where the exercise price of the call held is
                           (i) equal to or less than the exercise price of the
                           call written, or (ii) greater than the exercise price
                           of the call written, provided the difference is
                           maintained by the Fund in segregated assets
                           determined to be liquid (in accordance with
                           procedures established by the Board). Compared to
                           selling call options on individual stocks, the
                           Adviser believes that selling index call options can
                           achieve better tax and transactional efficiency
                           because listed options on broad-based securities
                           indices generally qualify as "section 1256 contracts"
                           under the Code subject to specialized tax treatment
                           and because the markets for index options are
                           generally deeper and more liquid than options on
                           individual stocks. Although the Fund generally and
                           initially expects to write stock index call options
                           with respect to only a portion of its common stock
                           portfolio value, the Fund may in market circumstances
                           deemed appropriate by the Adviser write covered index
                           call options on up to 100% of the value of its
                           assets.

                           Eaton Vance further believes that a strategy of
                           owning a portfolio of common stocks in conjunction
                           with writing index call options with respect to a
                           portion thereof should generally provide returns that
                           are superior to owning the same stocks without an
                           associated call option writing program under three
                           different stock market scenarios: (1) down-trending
                           equity markets; (2) flat market conditions; and (3)
                           moderately rising equity markets. In the Adviser's
                           opinion, only in more strongly rising equity markets
                           would the buy-write strategy generally be expected to
                           underperform the stock-only portfolio. For these
                           purposes, the Adviser considers more strongly rising
                           equity market conditions to exist whenever the
                           current annual rate of return for United States
                           common stocks (as represented by the S&P 500) exceeds
                           the long-term historical average of stock market
                           returns. The Adviser considers moderately rising
                           equity market conditions to exist whenever current
                           annual returns on United States common


                                        5

<PAGE>

                           stocks are positive, but do not exceed the long-term
                           historical average of stock market returns.

                           To avoid being subject to the "straddle rules" under
                           federal income tax law, the Fund intends to limit the
                           overlap between its stock holdings (and any subset
                           thereof) and each index on which it has outstanding
                           options positions to less than 70% on an ongoing
                           basis. Under the "straddle rules," "offsetting
                           positions with respect to personal property"
                           generally are considered to be straddles. In general,
                           investment positions will be offsetting if there is a
                           substantial diminution in the risk of loss from
                           holding one position by reason of holding one or more
                           other positions. The Fund expects that the index call
                           options it writes will not be considered straddles
                           because its stock holdings will be sufficiently
                           dissimilar from the components of each index on which
                           it has open call options positions under applicable
                           guidance established by the Internal Revenue Service
                           (the "IRS"). Under certain circumstances, however,
                           the Fund may enter into options transactions or
                           certain other investments that may constitute
                           positions in a straddle. See "Federal Income Tax
                           Matters."

                           The Fund's index option strategy is designed to
                           produce current cash flow from options premiums and
                           to moderate the volatility of the Fund's returns.
                           This index option strategy is of a hedging nature,
                           and is not designed to speculate on equity market
                           performance. The Adviser believes that the Fund's
                           index option strategy will moderate the volatility of
                           the Fund's returns because the option premiums
                           received will help to mitigate the impact of downward
                           price movements in the stocks held by the Fund, while
                           the Fund's obligations under index calls written will
                           constrain the Fund's ability to participate in upward
                           price movements in portfolio stocks.

                           The Fund expects normally to sell index call options
                           on a portion of its common stock portfolio value. The
                           Adviser does not intend to sell index call options
                           representing amounts greater than the value of the
                           Fund's common stock portfolio (i.e., take a "naked"
                           position). The Adviser generally intends to sell
                           index call options that are exchange-listed and
                           "European style," meaning that the options may only
                           be exercised on the expiration date of the option.
                           Exchange-traded index options are typically settled
                           in cash and provide that the holder of the option has
                           the right to receive an amount of cash determined by
                           the excess of the exercise-settlement value of the
                           index over the exercise price of the option. The
                           exercise-settlement value is calculated based on
                           opening sales prices of the component index stocks on
                           the option valuation date, which is the last business
                           day before the expiration date. Generally, the
                           Adviser intends to sell index call options that are
                           slightly "out-of-the-money," meaning that option
                           exercise prices generally will be slightly above the
                           current level of the index at the time the options
                           are written. The Fund may also sell index options
                           that are more substantially "out-of-the-money." Such
                           options that are more substantially "out-of-the-
                           money" provide greater potential for the Fund to
                           realize capital appreciation


                                        6

<PAGE>

                           on its portfolio stocks but generally would pay a
                           lower premium than options that are slightly "out-of-
                           the-money." The Adviser expects initially to follow a
                           primary options strategy of selling index call
                           options with a remaining maturity of between
                           approximately one and three months and maintaining
                           its short call options positions until approximately
                           their option valuation date, at which time
                           replacement call option positions with a remaining
                           maturity within this range are written.

                           In implementing the Fund's investment strategy, the
                           Adviser intends to employ a variety of techniques and
                           strategies designed to minimize and defer the federal
                           income taxes incurred by Common Shareholders in
                           connection with their investment in the Fund. These
                           include: (1) investing in stocks that pay dividends
                           that qualify for federal income taxation at rates
                           applicable to long-term capital gains and complying
                           with the holding period and other requirements for
                           favorable tax treatment; (2) selling index call
                           options that qualify for treatment as "section 1256
                           contracts" under the Code on which capital gains and
                           losses are generally treated as 60% long-term and 40%
                           short-term, regardless of holding period; (3)
                           limiting the overlap between the Fund's stock
                           holdings (and any subset thereof) and each index on
                           which it has outstanding options positions to less
                           than 70% on an ongoing basis so that the Fund's stock
                           holdings and index call options are not subject to
                           the "straddle rules;" (4) engaging in a systematic
                           program of tax-loss harvesting in the Fund's stock
                           portfolio, periodically selling stock positions that
                           have depreciated in value to realize capital losses
                           that can be used to offset capital gains realized by
                           the Fund; and (5) managing the sale of appreciated
                           stock positions so as to minimize the Fund's net
                           realized short-term capital gains in excess of net
                           realized long-term capital losses. When an
                           appreciated security is sold, the Fund intends to
                           select for sale the share lots resulting in the most
                           favorable tax treatment, generally those with holding
                           periods sufficient to qualify for long-term capital
                           gains treatment that have the highest cost basis. See
                           "Federal Income Tax Matters."

                           As described above, the Fund intends to emphasize
                           investments in stocks that pay dividends that qualify
                           for federal income taxation at rates applicable to
                           long-term capital gains. Under federal income tax law
                           enacted in 2003, the qualified dividend income of
                           individuals and other noncorporate taxpayers is taxed
                           at long-term capital gain tax rates if certain
                           holding period and other requirements are met.
                           Qualified dividends are dividends from domestic
                           corporations and dividends from foreign corporations
                           that meet certain specified criteria. The Fund
                           generally can pass the tax treatment of qualified
                           dividend income it receives through to Common
                           Shareholders. For dividends the Fund receives to
                           qualify for tax-advantaged treatment, the Fund must
                           hold stock paying qualified dividends for more than
                           60 days during the 121-day period beginning 60 days
                           before the ex-dividend date (or more than 90 days
                           during the associated 181-day period, in the case of
                           certain preferred stocks). In addition, the Fund
                           cannot be obligated to make related payments
                           (pursuant to a short


                                        7

<PAGE>

                           sale or otherwise) with respect to positions in any
                           security that is substantially similar or related
                           property with respect to such stock. Similar
                           provisions apply to each Common Shareholder's
                           investment in the Fund. In order for qualified
                           dividend income paid by the Fund to a Common
                           Shareholder to be taxable at long-term capital gains
                           rates, the Common Shareholder must hold his or her
                           Fund shares for more than 60 days during the 121-day
                           period surrounding the ex-dividend date. The
                           provisions of the Code applicable to qualified
                           dividend income are effective through 2010.
                           Thereafter, qualified dividend income will be subject
                           to tax at ordinary income rates unless further
                           legislative action is taken. The Fund's investment
                           program and the tax treatment of Fund distributions
                           may be affected by IRS interpretations of the Code
                           and future changes in tax laws and regulations,
                           including changes resulting from the "sunset"
                           provisions described above that would have the effect
                           of repealing the favorable treatment of qualified
                           dividend income and reimposing the higher tax rates
                           applicable to ordinary income in 2011 unless further
                           legislative action is taken.

                           The Fund may seek to enhance the level of tax-
                           advantaged dividend income it receives by engaging in
                           dividend capture trading. In a dividend capture
                           trade, the Fund sells a stock on or shortly after the
                           stock's ex-dividend date and uses the sale proceeds
                           to purchase one or more other stocks that are
                           expected to pay dividends before the next dividend
                           payment on the stock being sold. Through this
                           practice, the Fund may receive more dividend payments
                           over a given time period than if it held a single
                           stock. In order for dividends received by the Fund to
                           qualify for favorable tax treatment, the Fund must
                           comply with the holding period and other requirements
                           set forth in the preceding paragraph. By complying
                           with applicable holding period and other requirements
                           while engaging in dividend capture trading, the Fund
                           may be able to enhance the level of tax-advantaged
                           dividend income it receives because it will receive
                           more dividend payments qualifying for favorable
                           treatment during the same time period than if it
                           simply held its portfolio stocks. The use of dividend
                           capture trading strategies will expose the Fund to
                           increased trading costs and potentially higher short-
                           term gain or loss.

                           Options on broad-based equity indices that trade on a
                           national securities exchange registered with the
                           Securities and Exchange Commission (the "SEC") or a
                           domestic board of trade designated as a contract
                           market by the Commodity Futures Trading Commission
                           generally qualify for treatment as "section 1256
                           contracts" under the Code. Options on broad-based
                           equity indices that trade on other exchanges, boards
                           of trade or markets designated by the United States
                           Secretary of Treasury also qualify for treatment as
                           "section 1256 contracts" under the Code. Because only
                           a small number of exchanges, boards and markets
                           outside the United States have to date received the
                           necessary designation, most foreign-traded stock
                           index options do not currently qualify for treatment
                           as "section 1256 contracts" under the Code. To the
                           extent that the Fund writes options on indices based
                           upon foreign


                                        8

<PAGE>

                           stocks, the Fund generally intends to sell options on
                           broad-based foreign country and/or regional stock
                           indices that are listed for trading in the United
                           States or which otherwise qualify as "section 1256
                           contracts" under the Code. Options on foreign indices
                           that are listed for trading in the United States or
                           which otherwise qualify as "section 1256 contracts"
                           under the Code may trade in substantially lower
                           volumes and with substantially wider bid-ask spreads
                           than other options contracts on the same or similar
                           indices that trade on other markets outside the
                           United States. To implement its options program most
                           effectively, the Fund may sell index options that do
                           not qualify as "section 1256 contracts" under the
                           Code. Gain or loss on index options not qualifying as
                           "section 1256 contracts" under the Code would be
                           realized upon disposition, lapse or settlement of the
                           positions, and would be treated as short-term gain or
                           loss.

                           The foregoing policies relating to investments in
                           common stocks and options writing are the Fund's
                           primary investment policies. In addition to its
                           primary investment policies, the Fund may invest to a
                           limited extent in other types of securities and
                           engage in certain other investment practices. In
                           addition to writing index call options, the Fund may
                           write call options on up to 20% of the value of its
                           total assets on futures contracts based upon broad-
                           based securities indices. The Fund's use of such
                           options on index futures would be substantially
                           similar to its use of options directly on indices.
                           The Fund may also invest up to 20% of its total
                           assets in derivative instruments acquired for
                           hedging, risk management and investment purposes (to
                           gain exposure to securities, securities markets,
                           market indices and/or currencies consistent with its
                           investment objectives and policies), provided that no
                           more than 10% of the Fund's total assets may be
                           invested in such derivative instruments acquired for
                           non-hedging purposes. The loss on derivative
                           instruments (other than purchased options) may
                           substantially exceed an investment in these
                           instruments. To seek to protect against price
                           declines in securities holdings with large
                           accumulated gains, the Fund may use various hedging
                           techniques (such as the purchase and sale of futures
                           contracts on stocks and stock indices and options
                           thereon, equity swaps, covered short sales, forward
                           sales of stocks and the purchase and sale of forward
                           currency exchange contracts and currency futures). By
                           using these techniques rather than selling
                           appreciated securities, the Fund can, within certain
                           limitations, reduce its exposure to price declines in
                           the securities without currently realizing
                           substantial capital gains under current federal tax
                           law. Derivative instruments may also be used by the
                           Fund to enhance returns or as a substitute for the
                           purchase or sale of securities. As a general matter,
                           dividends received on hedged stock positions are
                           characterized as ordinary income and are not eligible
                           for favorable tax treatment. Dividends received on
                           securities with respect to which the Fund is
                           obligated to make related payments (pursuant to short
                           sales or otherwise) will be treated as fully taxable
                           ordinary income (i.e., income other than tax-
                           advantaged dividends). In addition, use of
                           derivatives may give rise to short-term


                                        9

<PAGE>

                           capital gains and other income that would not qualify
                           for favorable tax treatment. See "Federal Income Tax
                           Matters" and "Investment objectives and polices."

LISTING..................  The Fund's Common Shares have been approved for
                           listing on the New York Stock Exchange under the
                           symbol "ETY" subject to notice of issuance.

INVESTMENT ADVISER,
ADMINISTRATOR AND SUB-
ADVISER..................  Eaton Vance, a wholly owned subsidiary of Eaton Vance
                           Corp., is the Fund's investment adviser and
                           administrator. The Adviser and its subsidiaries
                           managed approximately $124.1 billion on behalf of
                           funds, institutional clients and individuals as of
                           September 30, 2006, including approximately $74.9
                           billion in equity assets. Eaton Vance has also
                           engaged Rampart as a sub-adviser. Rampart, founded in
                           1983, specializes in options management and trading
                           for institutional, high net worth and investment
                           company clients. Rampart managed approximately $6.6
                           billion in assets as of September 30, 2006. Eaton
                           Vance will be responsible for the Fund's overall
                           investment program, structuring and managing the
                           Fund's common stock portfolio, including dividend
                           capture trading, tax-loss harvesting and other tax-
                           management techniques, providing consultation to the
                           Sub-Adviser and supervising the performance of the
                           Sub-Adviser. Rampart will be responsible for
                           providing advice on and execution of the Fund's
                           options strategy. See "Management of the Fund."

DISTRIBUTIONS............  Commencing with the Fund's first distribution, the
                           Fund intends to make regular quarterly distributions
                           to Common Shareholders sourced from the Fund's cash
                           available for distribution. "Cash available for
                           distribution" will consist of the Fund's dividends
                           and interest income after payment of Fund expenses,
                           net option premiums, and net realized and unrealized
                           gains on stock investments. The Fund's distribution
                           rate may be adjusted from time to time. The Board may
                           modify this distribution policy at any time without
                           obtaining the approval of Common Shareholders. The
                           initial distribution is expected to be declared
                           approximately 75 days and paid approximately 90 to
                           120 days after the completion of this offering,
                           depending on market conditions.

                           The Fund's annual distributions will likely differ
                           from annual net investment income. The investment
                           income of the Fund will consist of all dividend and
                           interest income accrued on portfolio investments,
                           short-term capital gain (including short-term gains
                           on option positions and gains on the sale of
                           portfolio investments held for one year or less) in
                           excess of long-term capital loss and income from
                           certain hedging transactions, less all expenses of
                           the Fund. Expenses of the Fund will be accrued each
                           day. To the extent that the Fund's net investment
                           income for any year exceeds the total quarterly
                           distributions paid during the year, the Fund will
                           make a special distribution at or near year-end of
                           such excess amount as may be required. Over time, all
                           of the Fund's investment company taxable income will
                           be distributed.



                                       10

<PAGE>

                           At least annually, the Fund intends to distribute any
                           net capital gain (which is the excess of net long-
                           term capital gain over net short-term capital loss)
                           or, alternatively, to retain all or a portion of the
                           year's net capital gain and pay federal income tax on
                           the retained gain. As provided under federal tax law,
                           Common Shareholders of record as of the end of the
                           Fund's taxable year will include their attributable
                           share of the retained gain in their income for the
                           year as a long-term capital gain, and will be
                           entitled to a tax credit or refund for the tax deemed
                           paid on their behalf by the Fund. The Fund may treat
                           the cash value of tax credit and refund amounts in
                           connection with retained capital gains as a
                           substitute for equivalent cash distributions.

                           If the Fund's total quarterly distributions in any
                           year exceed the amount of its net investment income
                           for the year, any such excess would be characterized
                           as a return of capital for federal income tax
                           purposes to the extent not designated as a capital
                           gain dividend. Distributions in any year may include
                           a substantial return of capital component. Under the
                           Investment Company Act of 1940, as amended (the "1940
                           Act"), for any distribution that includes amounts
                           from sources other than net income, the Fund is
                           required to provide Common Shareholders a written
                           statement regarding the components of such
                           distribution. Such a statement will be provided at
                           the time of any distribution believed to include any
                           such amounts.

                           To permit the Fund to maintain more stable
                           distributions, distribution rates will be based on
                           projected annual cash available for distribution. As
                           a result, the distributions paid by the Fund for any
                           particular quarter may be more or less than the
                           amount of cash available for distribution from that
                           quarterly period. In certain circumstances, the Fund
                           may be required to sell a portion of its investment
                           portfolio to fund distributions. Distributions will
                           reduce the Common Shares' net asset value.

                           The Fund has applied for an order from the Securities
                           and Exchange Commission granting it an exemption from
                           Section 19(b) of the 1940 Act and Rule 19b-1
                           thereunder to permit the Fund to include realized
                           long-term capital gains as a part of its regular
                           distributions to Common Shareholders more frequently
                           than would otherwise be permitted by the 1940 Act
                           (generally once per taxable year). In the event that
                           such an exemptive order is obtained, the Fund will
                           consider increasing the frequency of its regular
                           distributions from quarterly to monthly. There is no
                           assurance that the Securities and Exchange Commission
                           will grant the Fund's request for such exemptive
                           order. However, if the Fund fails to receive the
                           requested relief and the Fund is unable to include
                           realized capital gains in regular distributions more
                           frequently than would otherwise be permitted by the
                           1940 Act, the Adviser does not believe that the
                           distribution policy, as set forth above, will
                           otherwise be adversely affected.

                           Common Shareholders may automatically reinvest some
                           or all of their distributions in additional Common
                           Shares under the


                                       11

<PAGE>

                           Fund's dividend reinvestment plan. See
                           "Distributions" and "Dividend Reinvestment Plan."

DIVIDEND REINVESTMENT
PLAN.....................  The Fund has established a dividend reinvestment plan
                           (the "Plan"). Under the Plan, unless a Common
                           Shareholder elects to receive distributions in cash,
                           all distributions will be automatically reinvested in
                           additional Common Shares, either purchased in the
                           open market or newly issued by the Fund if the Common
                           Shares are trading at or above their net asset value.
                           Common Shareholders who intend to hold their Common
                           Shares through a broker or nominee should contact
                           such broker or nominee regarding the Plan. See
                           "Dividend Reinvestment Plan."

CLOSED-END STRUCTURE.....  Closed-end funds differ from traditional, open-end
                           management investment companies (commonly referred to
                           as "mutual funds") in that closed-end funds generally
                           list their shares for trading on a securities
                           exchange and do not redeem their shares at the option
                           of the shareholder. By comparison, mutual funds issue
                           securities that are redeemable at net asset value at
                           the option of the shareholder and typically engage in
                           a continuous offering of their shares.

                           Shares of closed-end funds frequently trade at a
                           discount from their net asset value. In recognition
                           of this possibility and that any such discount may
                           not be in the interest of Common Shareholders, the
                           Fund's Board, in consultation with Eaton Vance, from
                           time to time may review possible actions to reduce
                           any such discount. The Board might consider open
                           market repurchases or tender offers for Common Shares
                           at net asset value. There can be no assurance that
                           the Board will decide to undertake any of these
                           actions or that, if undertaken, such actions would
                           result in the Common Shares trading at a price equal
                           to or close to net asset value per Common Share. The
                           Board might also consider the conversion of the Fund
                           to an open-end mutual fund. The Board believes,
                           however, that the closed-end structure is desirable,
                           given the Fund's investment objectives and policies.
                           Investors should assume, therefore, that it is highly
                           unlikely that the Board would vote to convert the
                           Fund to an open-end investment company.

SPECIAL RISK
CONSIDERATIONS...........  The following describes various principal risks of
                           investing in the Fund. A more detailed description of
                           these and other risks of investing in the Fund are
                           described under "Investment Objectives, Policies and
                           Risks -- Risk Considerations" in this Prospectus and
                           under "Additional Investment Information and
                           Restrictions" in the Fund's Statement of Additional
                           Information.

                           NO OPERATING HISTORY.  The Fund is a newly organized,
                           diversified closed-end investment company with no
                           history of operations and is designed for long-term
                           investors and not as a trading vehicle.

                           INVESTMENT AND MARKET RISK.  An investment in Common
                           Shares is subject to investment risk, including the
                           possible loss of the entire principal amount
                           invested. An investment in Common Shares represents
                           an indirect investment in the securities owned by the
                           Fund, which are generally traded on a securities
                           exchange or in the over-the-counter markets. The
                           value of these securities, like other


                                       12

<PAGE>

                           market investments, may move up or down, sometimes
                           rapidly and unpredictably. Because the Fund normally
                           intends to sell stock index call options on a portion
                           of its common stock portfolio value, the Fund's
                           appreciation potential from equity market performance
                           will be more limited than if the Fund did not engage
                           in selling stock index call options. The Common
                           Shares at any point in time may be worth less than
                           the original investment, even after taking into
                           account any reinvestment of distributions.

                           ISSUER RISK.  The value of securities held by the
                           Fund may decline for a number of reasons that
                           directly relate to the issuer, such as management
                           performance, financial leverage and reduced demand
                           for the issuer's goods and services.

                           EQUITY RISK.  Under normal market conditions, the
                           Fund's investment program will consist primarily of
                           owning a diversified portfolio of common stocks.
                           Therefore, a principal risk of investing in the Fund
                           is equity risk. Equity risk is the risk that the
                           value of securities held by the Fund will fluctuate
                           or fall due to general market or economic conditions,
                           perceptions regarding the industries in which the
                           issuers of securities held by the Fund participate,
                           and the particular circumstances and performance of
                           companies whose securities the Fund holds. Although
                           common stocks have historically generated higher
                           average returns than fixed-income securities over the
                           long term, common stocks also have experienced
                           significantly more volatility in returns. An adverse
                           event, such as an unfavorable earnings report, may
                           depress the value of equity securities of an issuer
                           held by the Fund; the price of common stock of an
                           issuer may be particularly sensitive to general
                           movements in the stock market; or a drop in the stock
                           market may depress the price of most or all of the
                           common stocks held by the Fund. In addition, common
                           stock of an issuer in the Fund's portfolio may
                           decline in price if the issuer fails to make
                           anticipated dividend payments because, among other
                           possible reasons, the issuer of the security
                           experiences a decline in its financial condition.
                           Common stocks in which the Fund will invest are
                           structurally subordinated to preferred stocks, bonds
                           and other debt instruments in a company's capital
                           structure, in terms of priority to corporate income,
                           and therefore will be subject to greater dividend
                           risk than preferred stocks or debt instruments of
                           such issuers. Finally, common stock prices may be
                           sensitive to rising interest rates, as the costs of
                           capital rise and borrowing costs increase.

                           RISKS OF INVESTING IN MID-CAP COMPANIES.  The Fund
                           may make investments in stocks of companies whose
                           market capitalization is considered middle sized or
                           "mid-cap." Mid-cap companies often are newer or less
                           established companies than larger capitalization
                           companies. Investments in mid-cap companies carry
                           additional risks because earnings of these companies
                           tend to be less predictable; they often have limited
                           product lines, markets, distribution channels or
                           financial resources; and the management of such
                           companies may be dependent upon one or a few key
                           people. The market movements of equity securities of
                           mid-cap companies may be


                                       13

<PAGE>

                           more abrupt or erratic than the market movements of
                           equity securities of larger, more established
                           companies or the stock market in general.
                           Historically, mid-cap companies have sometimes gone
                           through extended periods when they did not perform as
                           well as larger companies. In addition, equity
                           securities of mid-cap companies generally are less
                           liquid than those of larger companies. This means
                           that the Fund could have greater difficulty selling
                           such securities at the time and price that the Fund
                           would like.

                           RISK OF SELLING INDEX CALL OPTIONS.  Under normal
                           market conditions, a portion of the Fund's common
                           stock portfolio value will be subject to written
                           index call options. The purchaser of an index call
                           option has the right to any appreciation in the value
                           of the index over the exercise price of the call
                           option as of the valuation date of the option.
                           Because their exercise is settled in cash, sellers of
                           index call options such as the Fund cannot provide in
                           advance for their potential settlement obligations by
                           acquiring and holding the underlying securities. The
                           Fund intends to mitigate the risks of its options
                           activities by writing options on one or more broad-
                           based stock indices that the Adviser believes
                           collectively approximate the characteristics of the
                           Fund's common stock portfolio (or that portion of its
                           portfolio against which options are written). The
                           Fund will not, however, hold stocks that fully
                           replicate the indices on which it writes call
                           options. Due to tax considerations, the Fund intends
                           to limit the overlap between its stock holdings (and
                           any subset thereof) and each index on which it has
                           outstanding options positions to less than 70% on an
                           ongoing basis. The Fund's stock holdings will
                           normally include stocks not included in the indices
                           on which it writes call options. Consequently, the
                           Fund bears the risk that the performance of its stock
                           portfolio will vary from the performance of the
                           indices on which it writes call options. For example,
                           the Fund will suffer a loss if the S&P 500
                           appreciates substantially above the exercise price of
                           S&P 500 call options written by the Fund while the
                           securities held by the Fund in the aggregate fail to
                           appreciate as much or decline in value over the life
                           of the written option. Index options written by the
                           Fund will be priced on a daily basis. Their value
                           will be affected primarily by changes in the prices
                           and dividend rates of the underlying common stocks in
                           such index, changes in actual or perceived volatility
                           of such index and the remaining time to the options'
                           expiration. The trading price of index call options
                           will also be affected by liquidity considerations and
                           the balance of purchase and sale orders. See "Federal
                           Income Tax Matters."

                           A decision as to whether, when and how to use options
                           involves the exercise of skill and judgment, and even
                           a well-conceived and well-executed options program
                           may be adversely affected by market behavior or
                           unexpected events. As the writer of index call
                           options, the Fund will forgo, during the option's
                           life, the opportunity to profit from increases in the
                           value of the applicable index above the sum of the
                           option premium received and the exercise price of the
                           call option, but retains the risk of loss, minus the
                           option premium received, should the value of the
                           applicable index decline. When a


                                       14

<PAGE>

                           call option is exercised, the Fund will be required
                           to deliver an amount of cash determined by the excess
                           of the value of the applicable index at contract
                           termination over the exercise price of the option.
                           Thus, the exercise of index call options sold by the
                           Fund may require the Fund to sell portfolio
                           securities to generate cash at inopportune times or
                           for unattractive prices.

                           To the extent that the Fund writes options on indices
                           based upon foreign stocks, the Fund generally intends
                           to sell options on broad-based foreign country and/or
                           regional stock indices that are listed for trading in
                           the United States or which otherwise qualify as
                           "section 1256 contracts" under the Code. Options on
                           foreign indices that are listed for trading in the
                           United States or which otherwise qualify as "section
                           1256 contracts" under the Code may trade in
                           substantially lower volumes and with substantially
                           wider bid-ask spreads than other options contracts on
                           the same or similar indices that trade on other
                           markets outside the United States. To implement its
                           options program most effectively, the Fund may sell
                           index options that do not qualify as "section 1256
                           contracts" under the Code. Gain or loss on index
                           options not qualifying as "section 1256 contracts"
                           under the Code would be realized upon disposition,
                           lapse or settlement of the positions and would be
                           treated as short-term gain or loss.

                           The trading price of options may be adversely
                           affected if the market for such options becomes less
                           liquid or smaller. The Fund may close out a call
                           option by buying the option instead of letting it
                           expire or be exercised. There can be no assurance
                           that a liquid market will exist when the Fund seeks
                           to close out a call option position by buying the
                           option. Reasons for the absence of a liquid secondary
                           market on an exchange include the following: (i)
                           there may be insufficient trading interest in certain
                           options; (ii) restrictions may be imposed by an
                           exchange on opening transactions or closing
                           transactions or both; (iii) trading halts,
                           suspensions or other restrictions may be imposed with
                           respect to particular classes or series of options;
                           (iv) unusual or unforeseen circumstances may
                           interrupt normal operations on an exchange; (v) the
                           facilities of an exchange or the Options Clearing
                           Corporation (the "OCC") may not at all times be
                           adequate to handle current trading volume; or (vi)
                           one or more exchanges could, for economic or other
                           reasons, decide or be compelled to discontinue the
                           trading of options (or a particular class or series
                           of options) at some future date. If trading were
                           discontinued, the secondary market on that exchange
                           (or in that class or series of options) would cease
                           to exist. However, outstanding options on that
                           exchange that had been issued by the OCC as a result
                           of trades on that exchange would continue to be
                           exercisable in accordance with their terms.

                           The hours of trading for options may not conform to
                           the hours during which common stocks held by the Fund
                           are traded. To the extent that the options markets
                           close before the markets for securities, significant
                           price and rate movements can take place in the
                           securities markets that would not be reflected
                           concurrently in the


                                       15

<PAGE>

                           options markets. Index call options are marked to
                           market daily and their value is affected by changes
                           in the value and dividend rates of the securities
                           represented in the underlying index, changes in
                           interest rates, changes in the actual or perceived
                           volatility of the associated index and the remaining
                           time to the options' expiration, as well as trading
                           conditions in the options market.

                           TAX RISK.  Reference is made to "Federal Income Tax
                           Matters" for an explanation of the federal income tax
                           consequences and attendant risks of investing in the
                           Fund. Although the Fund seeks to minimize and defer
                           the federal income taxes incurred by Common
                           Shareholders in connection with their investment in
                           the Fund, there can be no assurance that it will be
                           successful in this regard. The tax treatment and
                           characterization of the Fund's distributions may
                           change over time due to changes in the Fund's mix of
                           investment returns and changes in the federal tax
                           laws, regulations and administrative and judicial
                           interpretations. The provisions of the Code
                           applicable to qualified dividend income are set to
                           expire at the close of 2010. Thereafter, the Fund's
                           distributions to Common Shareholders of qualified
                           dividend income will be subject to tax at the higher
                           rates that apply to ordinary income unless further
                           legislative action is taken. There can be no
                           assurances that after 2010 such qualified dividends
                           will be available to the Fund and its Common
                           Shareholders. The Fund's investment program and the
                           tax treatment of Fund distributions may be affected
                           by IRS interpretations of the Code and future changes
                           in tax laws and regulations, including changes
                           resulting from the "sunset" provisions described
                           above that would have the effect of repealing the
                           favorable treatment of qualified dividend income and
                           reimposing the higher tax rates applicable to
                           ordinary income beginning in 2011 unless further
                           legislative action is taken. Distributions paid on
                           the Common Shares may be characterized variously as
                           non-qualified dividends (taxable at ordinary income
                           rates), qualified dividends (generally taxable at
                           long-term capital gains rates), capital gains
                           dividends (taxable at long-term capital gains rates)
                           or return of capital (generally not currently
                           taxable). The ultimate tax characterization of the
                           Fund's distributions made in a calendar year may not
                           finally be determined until after the end of that
                           calendar year. Distributions to a Common Shareholder
                           that are return of capital will be tax free to the
                           amount of the Common Shareholder's current tax basis
                           in his or her Common Shares, with any distribution
                           amounts exceeding such basis treated as capital gain
                           on a deemed sale of Common Shares. Common
                           Shareholders are required to reduce their tax basis
                           in Common Shares by the amount of tax-free return of
                           capital distributions received, thereby increasing
                           the amount of capital gain (or decreasing the amount
                           of capital loss) to be recognized upon a later
                           disposition of the Common Shares. In order for Fund
                           distributions of qualified dividend income to be
                           taxable at favorable long-term capital gains rates, a
                           Common Shareholder must meet certain prescribed
                           holding period and other requirements with respect to
                           his or her Common Shares. If positions held by the
                           Fund were treated as "straddles" for federal


                                       16

<PAGE>

                           income tax purposes, dividends on such positions
                           would not constitute qualified dividend income
                           subject to favorable income tax treatment. Gain or
                           loss on positions in a straddle are subject to
                           special (and generally disadvantageous) rules as
                           described under "Federal Income Tax Matters."

                           DISTRIBUTION RISK.  The quarterly distributions
                           Common Shareholders will receive from the Fund will
                           be sourced from the Fund's dividends and interest
                           income after payment of Fund expenses, net option
                           premiums, and net realized and unrealized gains on
                           stock investments. The Fund's cash available for
                           distribution may vary widely over the short- and
                           long-term. Dividends on common stocks are not fixed
                           but are declared at the discretion of the issuer's
                           board of directors. The Fund's dividend income will
                           be substantially influenced by the activity level and
                           success of its dividend capture trading program. If
                           stock market volatility and/or stock prices decline,
                           the level of premiums from writing index call options
                           and the amounts available for distribution from the
                           Fund's options activity will likely decrease as well.
                           Payments to close written call options will reduce
                           amounts available for distribution from call option
                           premiums received. Net realized and unrealized gains
                           on the Fund's stock investments will be determined
                           primarily by the direction and movement of the United
                           States stock market and the particular stocks held.
                           There can be no assurance that quarterly
                           distributions paid by the Fund to the Common
                           Shareholders will be maintained at initial levels or
                           increase over time.

                           FOREIGN SECURITY RISK.  The value of foreign
                           securities is affected by changes in currency rates,
                           foreign tax laws (including withholding tax),
                           government policies (in this country or abroad),
                           relations between nations and trading, settlement,
                           custodial and other operational risks. In addition,
                           the costs of investing abroad (such as foreign
                           brokerage costs, custodial expenses and other fees)
                           are generally higher than in the United States, and
                           foreign securities markets may be less liquid, more
                           volatile and less subject to governmental supervision
                           than markets in the United States. Foreign
                           investments also could be affected by other factors
                           not present in the United States, including
                           expropriation of assets, armed conflict, confiscatory
                           taxation, lack of uniform accounting and auditing
                           standards, less publicly available financial and
                           other information and potential difficulties in
                           enforcing contractual obligations or repatriating
                           capital invested in foreign countries. As an
                           alternative to holding foreign-traded securities, the
                           Fund may invest in dollar-denominated securities of
                           foreign companies that trade on United States
                           exchanges or in the United States over-the-counter
                           market (including depositary receipts, which evidence
                           ownership in underlying foreign securities). Since
                           the Fund may invest in securities denominated or
                           quoted in currencies other than the United States
                           dollar, the Fund may be affected by changes in
                           foreign currency exchange rates (and exchange control
                           regulations) which affect the value of investments
                           held by the Fund and the accrued income and
                           appreciation or depreciation of the investments in
                           United States


                                       17

<PAGE>

                           dollars. Changes in foreign currency exchange rates
                           relative to the United States dollar will affect the
                           United States dollar value of the Fund's assets
                           denominated in that currency and the Fund's return on
                           such assets as well as any temporary uninvested
                           reserves in bank deposits in foreign currencies. In
                           addition, the Fund will incur costs in connection
                           with conversions between various currencies.

                           Because foreign companies may not be subject to
                           accounting, auditing and financial reporting
                           standards, practices and requirements comparable to
                           those applicable to United States companies, there
                           may be less or less reliable publicly available
                           information about a foreign company than about a
                           domestic company. There is generally less government
                           supervision and regulation of securities exchanges,
                           broker-dealers and listed companies than in the
                           United States. Mail service between the United States
                           and foreign countries may be slower or less reliable
                           than within the United States, thus increasing the
                           risk of delayed settlements of portfolio transactions
                           for, or loss of certificates of, portfolio
                           securities. Payment for securities before delivery
                           may be required. In addition, with respect to certain
                           foreign countries, there is the possibility of
                           expropriation or confiscatory taxation, political or
                           social instability, or diplomatic developments that
                           could adversely affect investments in those
                           countries. Moreover, individual foreign economies may
                           differ favorably or unfavorably from the United
                           States economy in such respects as growth of gross
                           national product, rate of inflation, capital
                           reinvestment, resource self-sufficiency and balance
                           of payments position. Foreign securities markets,
                           while growing in volume and sophistication, are
                           generally not as developed as those in the United
                           States, and securities of some foreign issuers
                           (particularly those located in developing countries)
                           may be less liquid and more volatile than securities
                           of comparable United States companies. The risks of
                           foreign investments described above apply to an even
                           greater extent to investments in emerging markets.

                           EMERGING MARKET SECURITY RISK.  The Fund may invest
                           up to 5% of its total assets in securities of issuers
                           located in emerging markets. The risks of foreign
                           investments described above apply to an even greater
                           extent to investments in emerging markets. The
                           securities markets of emerging countries are
                           generally smaller, less developed, less liquid, and
                           more volatile than the securities markets of the
                           United States and developed foreign markets.
                           Disclosure and regulatory standards in many respects
                           are less stringent than in the United States and
                           developed foreign markets. There also may be a lower
                           level of monitoring and regulation of securities
                           markets in emerging market countries and the
                           activities of investors in such markets and
                           enforcement of existing regulations may be limited.
                           Many emerging countries have experienced substantial,
                           and in some periods extremely high, rates of
                           inflation for many years. Inflation and rapid
                           fluctuations in inflation rates have had and may
                           continue to have very negative effects on the
                           economies and securities markets of certain emerging
                           countries. Economies in emerging markets generally
                           are heavily dependent


                                       18

<PAGE>

                           upon international trade and, accordingly, have been
                           and may continue to be affected adversely by trade
                           barriers, exchange controls, managed adjustments in
                           relative currency values, and other protectionist
                           measures imposed or negotiated by the countries with
                           which they trade. The economies of these countries
                           also have been and may continue to be adversely
                           affected by economic conditions in the countries in
                           which they trade. The economies of countries with
                           emerging markets may also be predominantly based on
                           only a few industries or dependent on revenues from
                           particular commodities. In addition, custodial
                           services and other costs relating to investment in
                           foreign markets may be more expensive in emerging
                           markets than in many developed foreign markets, which
                           could reduce the Fund's income from such securities.

                           In many cases, governments of emerging countries
                           continue to exercise significant control over their
                           economies, and government actions relative to the
                           economy, as well as economic developments generally,
                           may affect the Fund's investments in those countries.
                           In addition, there is a heightened possibility of
                           expropriation or confiscatory taxation, imposition of
                           withholding taxes on dividend and interest payments,
                           or other similar developments that could affect
                           investments in those countries. There can be no
                           assurance that adverse political changes will not
                           cause the Fund to suffer a loss of any or all of its
                           investments.

                           INTEREST RATE RISK.  The premiums from writing index
                           call options and amounts available for distribution
                           from the Fund's options activity may decrease in
                           declining interest rate environments. The value of
                           the Fund's common stock investments may also be
                           influenced by changes in interest rates. Higher
                           yielding stocks and stocks of issuers whose
                           businesses are substantially affected by changes in
                           interest rates may be particularly sensitive to
                           interest rate risk.

                           DERIVATIVES RISK.  In addition to writing index call
                           options, the risks of which are described above, the
                           Fund may invest up to 20% of its total assets in
                           other derivative investments acquired for hedging,
                           risk management and investment purposes, provided
                           that no more than 10% of the Fund's total assets may
                           be invested in such derivative instruments acquired
                           for non-hedging purposes. Derivative transactions
                           including options on securities and securities
                           indices and other transactions in which the Fund may
                           engage (such as futures contracts and options
                           thereon, swaps and short sales) may subject the Fund
                           to increased risk of principal loss due to unexpected
                           movements in stock prices, changes in stock
                           volatility levels and interest rates, and imperfect
                           correlations between the Fund's securities holdings
                           and indices upon which derivative transactions are
                           based. Derivatives can be illiquid, may
                           disproportionately increase losses, and may have a
                           potentially large impact on the Fund's performance.
                           The loss on derivative instruments (other than
                           purchased options) may substantially exceed an
                           investment in these instruments. The Fund also will
                           be subject to credit risk with respect to the
                           counterparties to any over-the-counter derivatives


                                       19

<PAGE>

                           contracts entered into by the Fund. If a counterparty
                           becomes bankrupt or otherwise fails to perform its
                           obligations under a derivative contract due to
                           financial difficulties, the Fund may experience
                           significant delays in obtaining any recovery under
                           the derivative contract in a bankruptcy or other
                           reorganization proceeding. The Fund may obtain only a
                           limited recovery or no recovery in such
                           circumstances. Derivatives may disproportionately
                           increase losses and have a potentially large negative
                           impact on the Fund's performance.

                           LIQUIDITY RISK.  The Fund may invest up to 15% of its
                           total assets in securities for which there is no
                           readily available trading market or which are
                           otherwise illiquid. The Fund may not be able readily
                           to dispose of such securities at prices that
                           approximate those at which the Fund could sell such
                           securities if they were more widely traded and, as a
                           result of such illiquidity, the Fund may have to sell
                           other investments or engage in borrowing transactions
                           if necessary to raise cash to meet its obligations.
                           In addition, the limited liquidity could affect the
                           market price of the securities, thereby adversely
                           affecting the Fund's net asset value, and at times
                           may make the disposition of securities impracticable.

                           INFLATION RISK.  Inflation risk is the risk that the
                           purchasing power of assets or income from investments
                           will be worth less in the future as inflation
                           decreases the value of money. As inflation increases,
                           the real value of the Common Shares and distributions
                           thereon can decline.

                           MARKET PRICE OF COMMON SHARES.  The Fund's share
                           price will fluctuate and, at the time of sale, shares
                           may be worth more or less than the original
                           investment or the Fund's then current net asset
                           value. The Fund cannot predict whether its shares
                           will trade at a price at, above or below its net
                           asset value. Shares of closed-end funds frequently
                           trade at a discount to net asset value.

                           FINANCIAL LEVERAGE RISK.  Although the Fund has no
                           current intention to do so, the Fund is authorized
                           and reserves the flexibility to utilize leverage
                           through the issuance of preferred shares and/or
                           borrowings, including the issuance of debt
                           securities. In the event that the Fund determines in
                           the future to utilize investment leverage, there can
                           be no assurance that such a leveraging strategy will
                           be successful during any period in which it is
                           employed. Leverage creates risks for Common
                           Shareholders, including the likelihood of greater
                           volatility of net asset value and market price of the
                           Common Shares and the risk that fluctuations in
                           distribution rates on any preferred shares or
                           fluctuations in borrowing costs may affect the return
                           to Common Shareholders. To the extent the returns
                           derived from securities purchased with proceeds
                           received from leverage exceeds the cost of leverage,
                           the Fund's distributions may be greater than if
                           leverage had not been used. Conversely, if the
                           returns from the securities purchased with such
                           proceeds are not sufficient to cover the cost of
                           leverage, the amount available for distribution to
                           Common Shareholders will be less than if leverage had
                           not been used. In the latter case, Eaton Vance, in
                           its best judgment, may nevertheless determine to
                           maintain the Fund's leveraged position if it


                                       20

<PAGE>

                           deems such action to be appropriate. The costs of an
                           offering of preferred shares and/or a borrowing
                           program would be borne by Common Shareholders and
                           consequently would result in a reduction of the net
                           asset value of Common Shares. In addition, the fee
                           paid to Eaton Vance will be calculated on the basis
                           of the Fund's average daily gross assets, including
                           proceeds from the issuance of preferred shares and/or
                           borrowings, so the fee will be higher when leverage
                           is utilized. In this regard, holders of preferred
                           shares do not bear the investment advisory fee.
                           Rather, Common Shareholders bear the portion of the
                           investment advisory fee attributable to the assets
                           purchased with the proceeds of the preferred shares
                           offering.

                           MANAGEMENT RISK.  The Fund is subject to management
                           risk because it is an actively managed portfolio.
                           Eaton Vance, Rampart and the individual portfolio
                           managers invest the assets of the Fund as they deem
                           appropriate in implementing the Fund's investment
                           strategy. Accordingly, the success of the Fund
                           depends upon the investment skills and analytical
                           abilities of Eaton Vance, Rampart and the individual
                           portfolio managers to develop and actively implement
                           investment strategies that achieve the Fund's
                           investment objectives. There is no assurance that
                           Eaton Vance, Rampart and the individual portfolio
                           managers will be successful in developing and
                           implementing the Fund's investment strategy.
                           Subjective decisions made by Eaton Vance, Rampart and
                           the individual portfolio managers may cause the Fund
                           to incur losses or to miss profit opportunities on
                           which it could otherwise have capitalized.

                           MARKET DISRUPTION.  The aftermath of the war in Iraq
                           and the continuing occupation of Iraq, instability in
                           the Middle East and terrorist attacks in the U.S. and
                           around the world have resulted in market volatility
                           and may have long-term effects on the U.S. and
                           worldwide financial markets and may cause further
                           economic uncertainties in the U.S. and worldwide. The
                           Fund does not know how long the securities markets
                           will continue to be affected by these events and
                           cannot predict the effects of the occupation or
                           similar events in the future on the U.S. economy and
                           securities markets. Given the risks described above,
                           an investment in the Common Shares may not be
                           appropriate for all investors. You should carefully
                           consider your ability to assume these risks before
                           making an investment in the Fund.

                           ANTI-TAKEOVER PROVISIONS.  The Fund's Agreement and
                           Declaration of Trust includes provisions that could
                           limit the ability of other persons or entities to
                           acquire control of the Fund or to change the
                           composition of its Board. These provisions may
                           deprive Common Shareholders of opportunities to sell
                           their Common Shares at a premium over the then
                           current market price of the Common Shares. See "Risk
                           Factors" and "Description of Capital
                           Structure -- Anti-Takeover Provisions in the
                           Agreement and Declaration of Trust."



                                       21

<PAGE>

                            SUMMARY OF FUND EXPENSES

    The purpose of the table below is to help you understand all fees and
expenses that you, as a Common Shareholder, would bear directly or indirectly.
See "Management of the Fund."


<Table>
<S>                                                                  <C>

SHAREHOLDER TRANSACTION EXPENSES
  Sales load paid by you (as a percentage of offering price).......  4.50%
  Expenses borne by Common Shareholders............................  0.20%(1)(2)
  Dividend reinvestment plan fees..................................  None(3)
</Table>




<Table>
<Caption>
                                                                   PERCENTAGE OF
                                                                     NET ASSETS
                                                                  ATTRIBUTABLE TO
                                                                   COMMON SHARES
                                                                  ---------------

<S>                                                               <C>

ANNUAL EXPENSES
  Management fees...............................................        1.00%
  Other expenses................................................        0.20%(4)
                                                                        ----
  Total annual expenses.........................................        1.20%
                                                                        ====

</Table>


    The Other expenses, and correspondingly the Total annual expenses, shown in
the table are based on estimated amounts for the Fund's first year of operations
and assume that the Fund issues approximately 12,500,000 Common Shares. If the
Fund issues fewer Common Shares, these expenses generally would increase. See
"Management of the Fund" and "Dividend Reinvestment Plan."

EXAMPLE

    The following example illustrates the expenses that you would pay on a
$1,000 investment in Common Shares (including the sales load of $45 and
estimated offering expenses of this offering of $2), assuming (i) total annual
expenses of 1.20% of net assets attributable to Common Shares and (ii) a 5%
annual return*:


<Table>
<Caption>
1 YEAR                      3 YEARS                     5 YEARS                      10 YEARS
------                      -------                     -------                      --------

<S>                         <C>                         <C>                          <C>

  $59                         $83                         $110                         $186
</Table>


    THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE HIGHER OR LOWER.

     *   The example assumes that the estimated Other expenses set forth in the
         Annual Expenses table are accurate, and that all dividends and
         distributions are reinvested at net asset value. Actual expenses may be
         greater or less than those assumed. Moreover, the Fund's actual rate of
         return may be greater or less than the hypothetical 5% return shown in
         the example.

    (1) Eaton Vance or an affiliate has agreed to reimburse all organizational
        costs and pay all offering costs (other than sales loads) that exceed
        $0.04 per Common Share (0.20% of the offering price).

    (2) Eaton Vance has agreed to pay from its own assets a structuring fee to
        each of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc. and
        UBS Securities LLC. Eaton Vance has agreed to pay from its own assets
        additional compensation to A.G. Edwards & Sons, Inc. and           .
        Eaton Vance may pay certain qualifying underwriters a marketing and
        structuring fee, additional compensation, or a sales incentive fee in
        connection with the offering. See "Underwriting."

    (3) You will be charged a $5.00 service charge and pay brokerage charges if
        you direct the plan agent to sell your Common Shares held in a dividend
        reinvestment account.

    (4) Estimated expenses based on the current fiscal year.



                                       22

<PAGE>

                                    THE FUND

    Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund") is a
newly organized, diversified, closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act"
or the "Investment Company Act"). The Fund was organized as a Massachusetts
business trust on October 5, 2005 pursuant to a Declaration of Trust governed by
the laws of The Commonwealth of Massachusetts and has no operating history. The
Fund's principal office is located at The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, and its telephone number is 1-800-225-6265.

    This Prospectus relates to the initial public offering of the Fund's Common
Shares of beneficial interest, $0.01 par value (the "Common Shares"). See
"Underwriting."

                                 USE OF PROCEEDS

    The net proceeds of this offering of Common Shares will be approximately
$           (or $           assuming exercise of the Underwriters' overallotment
option in full), which, after payment of the estimated offering expenses, will
be invested in accordance with the Fund's investment objectives and policies as
soon as practicable, but, in no event, assuming normal market conditions, later
than three months after the receipt thereof. Pending such investment, the
proceeds may be invested in high-quality, short-term debt securities, cash
and/or cash equivalents. Eaton Vance or an affiliate has agreed to (i) reimburse
all organizational costs of the Fund and (ii) pay all offering costs of the Fund
(other than sales load) that exceed $.04 per Common Share.

                    INVESTMENT OBJECTIVES, POLICIES AND RISKS

INVESTMENT OBJECTIVES

    The Fund's primary investment objective is to provide current income and
gains, with a secondary objective of capital appreciation. In pursuing its
investment objectives, the Fund will evaluate returns on an after-tax basis,
seeking to minimize and defer shareholder federal income taxes. There can be no
assurance that the Fund will achieve its investment objectives.

    Under normal market conditions, the Fund's investment program will consist
primarily of owning a diversified portfolio of common stocks. The Fund will seek
to earn high levels of tax-advantaged income and gains by (1) emphasizing
investments in stocks that pay dividends that qualify for favorable federal
income tax treatment and (2) writing (selling) stock index call options with
respect to a portion of its common stock portfolio value. Call options on broad-
based stock indices generally qualify for treatment as "section 1256 contracts"
as defined in the Internal Revenue Code of 1986, as amended (the "Code"), on
which capital gains and losses are generally treated as 60% long-term and 40%
short-term, regardless of holding period.

PRIMARY INVESTMENT POLICIES

    GENERAL COMPOSITION OF THE FUND.  Under normal market conditions, the Fund
will invest at least 80% of its total assets in a combination of (1) dividend-
paying common stocks and (2) common stocks the value of which is subject to
covered written index call options. The Fund will emphasize investments in
stocks that pay dividends that qualify for federal income taxation at rates
applicable to long-term capital gains, and will seek to enhance the level of
tax-advantaged dividend income it receives by engaging in dividend capture
trading. In a dividend capture trade, the Fund sells a stock on or shortly after
the stock's ex-dividend date and uses the sale proceeds to purchase one or more
other stocks that are expected to pay dividends before the next dividend payment
on the stock being sold. Through this practice, the Fund may receive more
dividend payments over a given time period than if it held a single stock. By
complying with applicable holding period and other requirements while engaging
in dividend capture trading, the Fund


                                       23

<PAGE>

may enhance the level of tax-advantaged dividend income it receives. The use of
dividend capture trading strategies will expose the Fund to increased trading
costs and potentially higher short-term gain or loss.

    The Fund will invest primarily in common stocks of United States issuers.
The Fund may invest up to 40% of its total assets in securities of foreign
issuers, including securities evidenced by American Depositary Receipts
("ADRs"), Global Depositary Receipts ("GDRs") and European Depositary Receipts
("EDRs"). The Fund may invest up to 5% of its total assets in securities of
emerging market issuers. The Fund expects that its assets will normally be
invested across a broad range of industries and market sectors. The Fund may not
invest 25% or more of its total assets in the securities of issuers in any
single industry. The Fund may invest a portion of its assets in stocks of mid-
capitalization companies. Eaton Vance generally considers mid-capitalization
companies to be those companies having market capitalizations within the range
of capitalizations for the S&P MidCap 400 Index (the "S&P MidCap 400"). As of
September 30, 2006, the median market capitalization of companies in the S&P
MidCap 400 was approximately $2.55 billion.

    The Fund intends to write call options on one or more broad-based stock
indices that the Adviser believes collectively approximate the characteristics
of its common stock portfolio (or that portion of its portfolio against which
options are written) and that present attractive opportunities to earn options
premiums. The Fund intends initially to write call options on the S&P 500
Composite Stock Price Index(R) (the "S&P 500"), and may also initially write
call options on other domestic and foreign stock indices. Over time, the indices
on which the Fund writes call options may vary as a result of changes in the
availability and liquidity of various listed index options, changes in stock
portfolio holdings, the Adviser's evaluation of equity market conditions and
other factors. Writing index call options involves a tradeoff between the option
premiums received and reduced participation in potential future stock price
appreciation. Due to tax considerations, the Fund intends to limit the overlap
between its stock holdings (and any subset thereof) and each index on which it
has outstanding options positions to less than 70% on an ongoing basis. The
Fund's stock holdings will normally include stocks not included in the indices
on which it writes call options. See "Federal Income Tax Matters."

    The Fund generally intends to sell stock index call options that are
exchange-listed and "European style," meaning that the options may be exercised
only on the expiration date of the option. Index options differ from options on
individual securities in that index options (i) typically are settled in cash
rather than by delivery of securities and (ii) reflect price fluctuations in a
group of securities or segments of the securities market rather than price
fluctuations in a single security.

    As the seller of index call options, the Fund will receive cash (the
premiums) from option purchasers. The purchaser of an index call option has the
right to any appreciation in the value of the applicable index over a fixed
price (the exercise price) as of a specified date in the future (the option
valuation date). Generally, the Fund intends to sell call options that are
slightly "out-of-the-money" (i.e., the exercise price generally will be slightly
above the current level of the applicable index when the option is sold). The
Fund may also sell index options that are more substantially "out-of-the-money."
Such options that are more substantially "out-of-the-money" provide greater
potential for the Fund to realize capital appreciation, but generally would pay
a lower premium than options that are slightly "out-of-the-money." In writing
index options, the Fund will, in effect, sell the potential appreciation in the
value of the applicable index above the exercise price in exchange for the
option premium received. If, at expiration, an index call option sold by the
Fund is exercised, the Fund will pay the purchaser the difference between the
cash value of the applicable index and the exercise price of the option. The
premium, the exercise price and the market value of the applicable index will
determine the gain or loss realized by the Fund as the seller of the index call
option.

    The Fund expects to maintain high turnover in index call options, based on
the Adviser's intent to sell index call options on a portion of its stock
portfolio value and the Fund's initial expectation to roll forward its options
positions approximately every one to three months. For its stock holdings, the
Fund's annual portfolio turnover rate is expected to exceed that of the indices
on which the Fund writes call options due to turnover in connection with the
Fund's active stock selection, tax loss harvesting, dividend


                                       24

<PAGE>

capture and other strategies. On an overall basis, the Fund expects that its
annual turnover rate will exceed 100%. A high turnover rate (100% or more)
necessarily involves greater trading costs to the Fund.

    The Fund's policy that, under normal market conditions, the Fund will invest
at least 80% of its total assets in a combination of (1) dividend-paying common
stocks and (2) common stocks the value of which is subject to covered written
index call options is a non-fundamental policy that may be changed by the Fund's
Board of Trustees (the "Board") without Common Shareholder approval following
the provision of 60 days' prior written notice to Common Shareholders.

    In implementing the Fund's investment strategy, the Adviser and Sub-Adviser
intend to employ a variety of techniques and strategies designed to minimize and
defer the federal income taxes incurred by shareholders in connection with their
investment in the Fund as described below.

    The S&P 500 is an unmanaged index of 500 stocks maintained and published by
Standard & Poor's that is market-capitalization weighted and generally
representative of the performance of larger stocks traded in the United States.

    The Fund is not sponsored, endorsed, sold or promoted by any index sponsor.
No index sponsor has passed on the legality or suitability of, or the accuracy
or adequacy of descriptions and disclosures relating to the Fund. No index
sponsor has made any representation or warranty, express or implied, to the
Common Shareholders of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly,
or the ability of any index to track general stock market performance. The
indices are determined, composed and calculated by the respective index sponsors
without regard to the Fund or its use of the indices for option writing. The
index sponsors have no obligation to take the needs of the Fund or its Common
Shareholders into consideration in determining, composing or calculating the
indices. No index sponsor is responsible for or has participated in the
determination of the timing of, price of, or number of Common Shares of the Fund
to be issued. No index sponsor has any liability in connection with the
management, administration, marketing or trading of the Fund.

    THE INDEX SPONSORS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE INDICES OR ANY DATA INCLUDED THEREIN. THE INDEX SPONSORS MAKE
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, THE
COMMON SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES IN
THE FUND'S OPTIONS WRITING PROGRAM. IN PUBLISHING THE INDICES, THE INDEX
SPONSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL AN INDEX SPONSOR HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

    INVESTMENT STRATEGY.  Eaton Vance will be responsible for the Fund's overall
investment program, structuring and managing the Fund's common stock portfolio,
including dividend capture trading, tax-loss harvesting and other tax-management
techniques, providing consultation to the Sub-Adviser and supervising the
performance of the Sub-Adviser. The Fund's investments will be actively managed,
and securities may be bought or sold on a daily basis. Rampart will be
responsible for providing advice on and execution of the Fund's options
strategy. See "Management of the Fund."

    A team of Eaton Vance investment professionals is responsible for the
overall management of the Fund's investments, including decisions about asset
allocation and securities selection. The portfolio managers utilize information
provided by, and the expertise of, the Adviser's research staff in making
investment decisions. Investment decisions are made primarily on the basis of
fundamental research, which involves consideration of the various company-
specific and general business, economic and market factors that may influence
the future performance of individual companies and equity investments therein.
The Adviser will also consider a variety of other factors in constructing and
maintaining the Fund's stock portfolio, including, but not limited to, stock
dividend yields and payment schedules, overlap between the


                                       25

<PAGE>

Fund's stock holdings and the indices on which it has outstanding options
positions, realization of tax loss harvesting opportunities and other tax
management considerations.

    The Adviser believes that a strategy of owning a portfolio of common stocks
and selling covered call options (a "buy-write strategy") with respect to a
portion thereof can provide current income and gains and attractive risk-
adjusted returns. Compared to selling call options on individual stocks, the
Adviser believes that selling index call options can achieve better tax and
transactional efficiency because listed options on broad-based securities
indices generally qualify as "section 1256 contracts" under the Code, subject to
specialized tax treatment, and because the markets for index options are
generally deeper and more liquid than options on individual stocks. Although the
Fund generally and initially expects to write stock index call options with
respect to only a portion of its common stock portfolio value, the Fund may in
market circumstances deemed appropriate by the Adviser write covered index call
options on up to 100% of the value of its assets.

    Eaton Vance further believes that a strategy of owning a portfolio of common
stocks in conjunction with writing index call options with respect to a portion
thereof should generally provide returns that are superior to owning the same
stocks without an associated call option writing program under three different
stock market scenarios: (1) down-trending equity markets; (2) flat market
conditions; and (3) moderately rising equity markets. In the Adviser's opinion,
only in more strongly rising equity markets would the buy-write strategy
generally be expected to underperform the stock-only portfolio. For these
purposes, the Adviser considers more strongly rising equity market conditions to
exist whenever the current annual rate of return for United States common stocks
(as represented by the S&P 500) exceeds the long-term historical average of
stock market returns. The Adviser considers moderately rising equity market
conditions to exist whenever current annual returns on United States common
stocks are positive, but do not exceed the long-term historical average of stock
market returns.

    To avoid being subject to the "straddle rules" under federal income tax law,
the Fund intends to limit the overlap between its stock holdings (and any subset
thereof) and each index on which it has outstanding options positions to less
than 70% on an ongoing basis. Under the "straddle rules," "offsetting positions
with respect to personal property" generally are considered to be straddles. In
general, investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects that the index call options it
writes will not be considered straddles because its stock holdings will be
sufficiently dissimilar from the components of each index on which it has open
call options positions under applicable guidance established by the IRS. Under
certain circumstances, however, the Fund may enter into options transactions or
certain other investments that may constitute positions in a straddle. See
"Federal Income Tax Matters."

    The Fund's index option strategy is designed to produce current cash flow
from option premiums and to moderate the volatility of the Fund's returns. This
index option strategy is of a hedging nature, and is not designed to speculate
on equity market performance. The Adviser believes that the Fund's index option
strategy will moderate the volatility of the Fund's returns because the option
premiums received will help to mitigate the impact of downward price movements
in the stocks held by the Fund, while the Fund's obligations under index calls
written will constrain the Fund's ability to participate in upward price
movements in portfolio stocks. The Adviser initially expects to follow a primary
options strategy of selling index call options with a remaining maturity of
between approximately one and three months and maintaining its short call
options positions until approximately their expiration date, at which time
replacement call option positions with a remaining maturity within this range
are written.

    The Fund expects normally to sell index call options on a portion of its
common stock portfolio value. The Adviser does not intend to sell index call
options representing amounts greater than the value of the Fund's common stock
portfolio (i.e., take a "naked" position). The Adviser generally intends to sell
index call options that are exchange-listed and "European style," meaning that
the options may only be exercised on the expiration date of the option.
Exchange-traded index options are typically settled in cash and provide that the
holder of the option has the right to receive an amount of cash determined by
the excess of the exercise-settlement value of the index over the exercise price
of the option. The exercise-settlement


                                       26

<PAGE>

value is calculated based on opening sales prices of the component index stocks
on the option valuation date, which is the last business day before the
expiration date. Generally, the Adviser intends to sell index call options that
are slightly "out-of-the-money," meaning that option exercise prices generally
will be slightly above the current level of the index at the time the options
are written. The Fund may also sell index options that are more substantially
"out-of-the-money." Such options that are more substantially "out-of-the-money"
provide greater potential for the Fund to realize capital appreciation on its
portfolio stocks but generally would pay a lower premium than options that are
slightly "out-of-the-money." The Adviser expects initially to follow a primary
options strategy of selling index call options with a remaining maturity of
between approximately one and three months and maintaining its short call
options positions until approximately their option valuation date, at which time
replacement call option positions with a remaining maturity within this range
are written.

    The foregoing policies relating to investments in common stocks and options
writing are the Fund's primary investment policies. In addition to its primary
investment policies, the Fund may invest to a limited extent in other types of
securities and engage in certain other investment practices. In addition to
writing index call options, the Fund may write call options on up to 20% of the
value of its total assets on futures contracts based upon broad-based securities
indices. The Fund's use of such options on index futures would be substantially
similar to its use of options directly on indices. The Fund may also invest up
to 20% of its total assets in derivative instruments acquired for hedging, risk
management and investment purposes (to gain exposure to securities, securities
markets, markets indices and/or currencies consistent with its investment
objectives and policies), provided that no more than 10% of the Fund's total
assets may be invested in such derivative instruments acquired for non-hedging
purposes. The loss on derivative instruments (other than purchased options) may
substantially exceed an investment in these instruments. To seek to protect
against price declines in securities holdings with large accumulated gains, the
Fund may use various hedging techniques (such as the purchase and sale of
futures contracts on stocks and stock indices and options thereon, equity swaps,
covered short sales, forward sales of stocks and the purchase and sale of
forward currency exchange contracts and currency futures). By using these
techniques rather than selling appreciated securities, the Fund can, within
certain limitations, reduce its exposure to price declines in the securities
without realizing substantial capital gains under current tax law. Derivative
instruments may also be used by the Fund to enhance returns or as a substitute
for the purchase or sale of securities.

    TAX-MANAGED INVESTING.  Taxes are a major influence on the net after-tax
returns that investors receive on their taxable investments. There are five
potential sources of returns for a Common Shareholder: (1) appreciation or
depreciation in the value of the Common Shares; (2) distributions of qualified
dividend income; (3) distributions of other investment income and net short-term
capital gains; (4) distributions of long-term capital gains (and long-term
capital gains retained by the Fund); and (5) distributions of return of capital.
These different sources of investment returns are subject to widely varying
federal income tax treatment. Distributions of other investment income (i.e.,
non-qualified dividend income) and net realized short-term gains are taxed
currently as ordinary income, at rates as high as 35%. Distributions of
qualified dividend income and net realized long-term gains (whether distributed
or retained by the Fund) are taxed currently at rates up to 15% for individuals
and other noncorporate taxpayers (provided in the case of qualified dividend
income that certain holding period and other requirements are met). Generally,
return from unrealized appreciation and depreciation in the value of Common
Shares and distributions characterized as return of capital are not taxable
until the Common Shareholder sells his or her Common Shares. Upon sale, a
capital gain or loss equal to the difference between the amount realized on the
sale and the Common Shareholder's adjusted tax basis is realized. Capital gain
is considered long-term and is taxed at rates up to 15% for individuals and
other noncorporate taxpayers if the Common Shareholder has held his or her
shares more than one year. Otherwise, capital gain is considered short-term and
is taxed at rates up to 35%. The after-tax returns achieved by a Common
Shareholder will be substantially influenced by the mix of different types of
returns subject to varying federal income tax treatment.

    In implementing the Fund's investment strategy, the Adviser intends to
employ a variety of techniques and strategies designed to minimize and defer the
federal income taxes incurred by Common


                                       27

<PAGE>

Shareholders in connection with their investment in the Fund. These include: (1)
investing in stocks that pay dividends that qualify for federal income taxation
at rates applicable to long-term capital gains and complying with the holding
period and other requirements for favorable tax treatment; (2) selling index
call options that qualify for treatment as "section 1256 contracts" under the
Code, on which capital gains and losses are generally treated as 60% long-term
and 40% short-term, regardless of holding period; (3) limiting the overlap
between the Fund's stock holdings (and any subset thereof) and each index on
which it has outstanding options positions to less than 70% on an ongoing basis
so that the Fund's stock holdings and index call options are not subject to the
"straddle rules;" (4) engaging in a systematic program of tax-loss harvesting in
the Fund's stock portfolio, periodically selling stock positions that have
depreciated in value to realize capital losses that can be used to offset
capital gains realized by the Fund; and (5) managing the sale of appreciated
stock positions so as to minimize the Fund's net realized short-term capital
gains in excess of net realized long-term capital losses. When an appreciated
security is sold, the Fund intends to select for sale the share lots resulting
in the most favorable tax treatment, generally those with holding periods
sufficient to qualify for long-term capital gains treatment that have the
highest cost basis. See "Federal Income Tax Matters."

    The Fund intends to emphasize investments in stocks that pay dividends that
qualify for federal income taxation at rates applicable to long-term capital
gains. Under federal income tax law enacted in 2003, the qualified dividend
income of individuals and other noncorporate taxpayers is taxed at long-term
capital gain tax rates if certain holding period and other requirements are met.
Qualified dividends are dividends from domestic corporations and dividends from
foreign corporations that meet certain specified criteria. The Fund generally
can pass the tax treatment of qualified dividend income it receives through to
Common Shareholders. For dividends the Fund receives to qualify for tax-
advantaged treatment, the Fund must hold stock paying qualified dividends for
more than 60 days during the 121-day period beginning 60 days before the ex-
dividend date (or more than 90 days during the associated 181-day period, in the
case of certain preferred stocks). In addition, the Fund cannot be obligated to
make related payments (pursuant to a short sale or otherwise) with respect to
positions in any security that is substantially similar or related property with
respect to such stock. Similar provisions apply to each Common Shareholder's
investment in the Fund. In order for qualified dividend income paid by the Fund
to a Common Shareholder to be taxable at long-term capital gains rates, the
Common Shareholder must hold his or her Fund shares for more than 60 days during
the 121-day period surrounding the ex-dividend date. The provisions of the Code
applicable to qualified dividend income are effective through 2010. Thereafter,
qualified dividend income will be subject to tax at ordinary income rates unless
further legislative action is taken. The Fund's investment program and the tax
treatment of Fund distributions may be affected by IRS interpretations of the
Code and future changes in tax laws and regulations, including changes resulting
from the "sunset" provisions described above that would have the effect of
repealing the favorable treatment of qualified dividend income and reimposing
the higher tax rates applicable to ordinary income in 2011 unless further
legislative action is taken.

    The Fund will seek to enhance the level of tax-advantaged dividend income it
receives by engaging in dividend capture trading. In a dividend capture trade,
the Fund sells a stock on or shortly after the stock's ex-dividend date and uses
the sale proceeds to purchase one or more other stocks that are expected to pay
dividends before the next dividend payment on the stock being sold. Through this
practice, the Fund may receive more dividend payments over a given time period
than if it held a single stock. In order for dividends received by the Fund to
qualify for favorable tax treatment, the Fund must comply with the holding
period and other requirements set forth in the preceding paragraph. By complying
with applicable holding period and other requirements while engaging in dividend
capture trading, the Fund may be able to enhance the level of tax-advantaged
dividend income it receives because it will receive more dividend payments
qualifying for favorable treatment during the same time period than if it simply
held its portfolio stocks. The use of dividend capture trading strategies will
expose the Fund to increased trading costs and potentially higher short-term
gain or loss.

    Options on broad-based equity indices that trade on a national securities
exchange registered with the Securities and Exchange Commission (the "SEC") or a
domestic board of trade designated as a contract


                                       28

<PAGE>

market by the Commodity Futures Trading Commission generally will qualify for
treatment as "section 1256 contracts." Options on broad-based equity indices
that trade on other exchanges, boards of trade or markets designated by the
United States Secretary of Treasury also qualify for treatment as "section 1256
contracts." Because only a small number of exchanges, boards and markets outside
the United States have to date received the necessary designation, most foreign-
traded stock index options do not currently qualify for treatment as "section
1256 contracts." To the extent that the Fund writes options on indices based
upon foreign stocks, the Fund generally intends to sell options on broad-based
foreign country and/or regional stock indices that are listed for trading in the
United States or which otherwise qualify as "section 1256 contracts." Options on
foreign indices that are listed for trading in the United States or which
otherwise qualify as "section 1256 contracts" under the Code may trade in
substantially lower volumes and with substantially wider bid-ask spreads than
other options contracts on the same or similar indices that trade on other
markets outside the United States. To implement its options program most
effectively, the Fund may sell index options that do not qualify as "section
1256 contracts." Gain or loss on index options not qualifying as "section 1256
contracts" under the Code would be realized upon disposition, lapse or
settlement of the positions, and would be treated as short-term gain or loss.

    To seek to protect against price declines in securities holdings with large
accumulated gains, the Fund may use various hedging techniques (such as the sale
of futures contracts on stocks and stock indices and options thereon, equity
swaps, covered short sales, and forward sales of stocks). By using these
techniques rather than selling appreciated securities, the Fund can, within
certain limitations, reduce its exposure to price declines in the securities
without currently realizing substantial capital gains under current federal tax
law. Derivative instruments may also be used by the Fund to enhance returns or
as a substitute for the purchase or sale of securities. As a general matter,
dividends received on hedged stock positions are characterized as ordinary
income and are not eligible for favorable tax treatment. Dividends received on
securities with respect to which the Fund is obligated to make related payments
(pursuant to short sales or otherwise) will be treated as fully taxable ordinary
income (i.e., income other than tax-advantaged qualified dividend income). In
addition, use of derivatives may give rise to short-term capital gains and other
income that would not qualify for favorable tax treatment. As indicated above,
in addition to writing index call options, the Fund may invest up to 20% of its
total assets in derivative instruments acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with its investment objectives and
policies), provided that no more than 10% of the Fund's total assets may be
invested in such derivative instruments acquired for non-hedging purposes. The
loss on derivative instruments (other than purchased options) may substantially
exceed an investment in these instruments.

    COMMON STOCKS.  Under normal market conditions, the Fund's investment
program will consist primarily of owning a diversified portfolio of common
stocks. Common stock represents an equity ownership interest in the issuing
corporation. Holders of common stock generally have voting rights in the issuer
and are entitled to receive common stock dividends when, as and if declared by
the corporation's board of directors. Common stock normally occupies the most
subordinated position in an issuer's capital structure. Returns on common stock
investments consist of any dividends received plus the amount of appreciation or
depreciation in the value of the stock.

    Although common stocks have historically generated higher average returns
than fixed-income securities over the long term and particularly during periods
of high or rising concerns about inflation, common stocks also have experienced
significantly more volatility in returns and may not maintain their real value
during inflationary periods. An adverse event, such as an unfavorable earnings
report, may depress the value of a particular common stock held by the Fund.
Also, the prices of common stocks are sensitive to general movements in the
stock market and a drop in the stock market may depress the price of common
stocks to which the Fund has exposure. Common stock prices fluctuate for many
reasons, including changes in investors' perceptions of the financial condition
of an issuer or the general condition of the relevant stock market, or when
political or economic events affecting the issuer occur. In addition, common
stock prices may be sensitive to rising interest rates as the costs of capital
rise and borrowing costs increase.



                                       29

<PAGE>

    FOREIGN SECURITIES.  The Fund may invest up to 40% of its total assets in
securities of non-United States issuers, including up to 5% of its total assets
in securities of issuers located in emerging markets. The value of foreign
securities is affected by changes in currency rates, foreign tax laws (including
withholding tax), government policies (in this country or abroad), relations
between nations and trading, settlement, custodial and other operational risks.
In addition, the costs of investing abroad are generally higher than in the
United States, and foreign securities markets may be less liquid, more volatile
and less subject to governmental supervision than markets in the United States.
Foreign investments also could be affected by other factors not present in the
United States, including expropriation, armed conflict, confiscatory taxation,
lack of uniform accounting and auditing standards, less publicly available
financial and other information and potential difficulties in enforcing
contractual obligations. As an alternative to holding foreign-traded securities,
the Fund may invest in dollar-denominated securities of foreign companies that
trade on United States exchanges or in the United States over-the-counter market
(including depositary receipts, which evidence ownership in underlying foreign
securities). Dividends received with respect to stock of a foreign corporation
may qualify for the reduced rates of federal income taxation applicable to
qualified dividend income only if such corporation satisfies the requirements to
be a "qualified foreign corporation" as defined in the Code.

    The Fund may invest in ADRs, EDRs and GDRs, which are certificates
evidencing ownership of shares of foreign issuers and are alternatives to
purchasing directly the underlying foreign securities in their national markets
and currencies. However, they continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks include
foreign exchange risk as well as the political and economic risks of the
underlying issuer's country. ADRs, EDRs and GDRs may be sponsored or
unsponsored. Unsponsored receipts are established without the participation of
the issuer. Unsponsored receipts may involve higher expenses, may not pass
through voting or other shareholder rights, and may be less liquid than
sponsored receipts.

    INDEX OPTIONS GENERALLY.  The Fund will pursue its objectives in part by
writing (selling) stock index call options with respect to a portion of its
common stock portfolio value. The Fund generally intends to sell index options
that are exchange-listed and "European style," meaning that the options may be
exercised only on the expiration date of the option. Index options differ from
options on individual securities in that index options (i) typically are settled
in cash rather than by delivery of securities (meaning the exercise of an index
option does not involve the actual purchase or sale of securities) and (ii)
reflect price fluctuations in a group of securities or segments of the
securities market rather than price fluctuations in a single security.

    United States listed options contracts are originated and standardized by
the Options Clearing Corporation (the "OCC"). Currently, United States listed
index options are available on approximately 144 indexes, with new listings
added periodically. In the United States, the Fund generally intends to sell
index call options that are issued, guaranteed and cleared by the OCC. The Fund
may also sell index call options in the United States and outside the United
States that are not issued, guaranteed or cleared by the OCC. The Adviser
believes that there exists sufficient liquidity in the index options markets to
fulfill the Fund's requirements to implement its strategy.

    SELLING INDEX CALL OPTIONS.  The Fund's index option strategy is designed to
produce current cash flow from options premiums and to moderate the volatility
of the Fund's returns. This index option strategy is of a hedging nature, and is
not designed to speculate on equity market performance.

    As the seller of index call options, the Fund will receive cash (the
premium) from the purchasers thereof. The purchaser of an index option has the
right to any appreciation in the value of the applicable index over a fixed
price (the exercise price) as of a specified date in the future (the option
valuation date). Generally, the Fund intends to sell index call options that are
slightly "out-of-the-money" (i.e., the exercise price generally will be slightly
above the current level of the applicable index when the option is sold). The
Fund may also sell index options that are more substantially "out-of-the-money."
Such options that are more substantially "out-of-the-money" provide greater
potential for the Fund to realize capital appreciation on its portfolio stocks
but generally would pay a lower premium than options that are slightly "out-of-
the-money."


                                       30

<PAGE>

When it writes index call options, the Fund will, in effect, sell the potential
appreciation in the value of the applicable index above the exercise price in
exchange for the option premium received. If, at expiration, an index call
option sold by the Fund is exercised, the Fund will pay the purchaser the
difference between the cash value of the applicable index and the exercise price
of the option. The premium, the exercise price and the market value of the
applicable index will determine the gain or loss realized by the Fund as the
seller of the index call option.

    Prior to expiration, the Fund may close an option position by making an
offsetting market purchase of identical option contracts (same type, underlying
index, exercise price and expiration). The cost of closing transactions and
payments in settlement of exercised options will reduce the net option premiums
available for distribution to Common Shareholders by the Fund. The reduction in
net option premiums due to a rise in stock prices should generally be offset, at
least in part, by appreciation in the value of common stocks held and by the
opportunity to realize higher premium income from selling new index options at
higher exercise prices.

    In certain extraordinary market circumstances, to limit the risk of loss on
the Fund's index option strategy, the Fund may enter into "spread" transactions
by purchasing index call options with higher exercise prices than those of index
call options written. The Fund will only engage in such transactions when Eaton
Vance and Rampart believe that certain extraordinary events temporarily have
depressed equity prices and substantial short-term appreciation of such prices
is expected. By engaging in spread transactions in such circumstances the Fund
will reduce the limitation imposed on its ability to participate in such
recovering equity markets that exist if the Fund only writes index call options.
The premiums paid to purchase such call options are expected to be lower than
the premiums earned from the call options written at lower exercise prices.
However, the payment of these premiums will reduce amounts available for
distribution from the Fund's option activity.

    The Fund will sell only "covered" call options. An index call option is
considered covered if the Fund maintains with its custodian assets determined to
be liquid (in accordance with procedures established by the Board) in an amount
at least equal to the contract value of the index. An index call option also is
covered if the Fund holds a call on the same index as the call written where the
exercise price of the call held is (i) equal to or less than the exercise price
of the call written, or (ii) greater than the exercise price of the call
written, provided the difference is maintained by the Fund in segregated assets
determined to be liquid (in accordance with procedures established by the
Board).

    If an option written by the Fund expires unexercised, the Fund realizes on
the expiration date a capital gain equal to the premium received by the Fund at
the time the option was written. If an option written by the Fund is exercised,
the Fund realizes on the expiration date a capital gain if the cash payment made
by the Fund upon exercise is less than the premium received from writing the
option and a capital loss if the cash payment made is more than the premium
received. If a written option is repurchased, the Fund realizes upon the closing
purchase transaction a capital gain if the cost of repurchasing the option is
less than the premium received from writing the option and a capital loss if the
cost of repurchasing the option is more than the premium received.

    For written index options that qualify as "section 1256 contracts," the
Fund's gains and losses thereon generally will be treated as 60% long-term and
40% short-term capital gain or loss, regardless of holding period. In addition,
the Fund generally will be required to "mark to market" (i.e., treat as sold for
fair market value) each outstanding index option position at the close of each
taxable year (and on October 31 of each year for excise tax purposes) and to
adjust the amount of gain or loss subsequently realized to reflect the marking
to market. Gain or loss on index options not qualifying as "section 1256
contracts" under the Code would be realized upon disposition, lapse or exercise
of the positions and would be treated as short-term gain or loss.

    The principal factors affecting the market value of an option contract
include supply and demand in the options market, interest rates, the current
market price of the underlying index in relation to the exercise price of the
option, the actual or perceived volatility associated with the underlying index,
and the time remaining until the expiration date. The premium received for an
option written by the Fund is


                                       31

<PAGE>

recorded as an asset of the Fund and its obligation under the option contract as
an equivalent liability. The Fund then adjusts over time the liability as the
market value of the option changes. The value of each written option will be
marked to market daily and valued at the closing price on the exchange on which
it is traded or, if not traded on an exchange or no closing price is available,
at the mean between the last bid and asked prices or otherwise at fair value as
determined by the Board of the Fund.

    The transaction costs of buying and selling options consist primarily of
commissions (which are imposed in opening, closing and exercise transactions),
but may also include margin and interest costs in particular transactions. The
impact of transaction costs on the profitability of a transaction may often be
greater for options transactions than for transactions in the underlying
securities because these costs are often greater in relation to option premiums
than in relation to the prices of underlying securities. Transaction costs may
be especially significant in option strategies calling for multiple purchases
and sales of options over short periods of time or concurrently. Transaction
costs associated with the Fund's options strategy will vary depending on market
circumstances and other factors.

    There are three items needed to identify a particular index option contract:
(1) the expiration month, (2) the exercise (or strike) price and (3) the type
(i.e., call or put). For example, a January 2005 1200 strike S&P 500 call option
provides the option holder the right to receive $100 multiplied by the positive
difference between the January option exercise-settlement value of the S&P 500
(determine on January 20, 2005 based on opening sales prices of the component
index stocks on that date) and 1200. A call option whose exercise price is above
the current price of the underlying index is called "out-of-the-money" and a
call option whose exercise price is below the current price of the underlying
index is called "in-the-money."

    The following is a conceptual example of the returns that may be achieved
from a buy-write investment strategy that consists of holding a portfolio of
stocks whose performance matches the S&P 500 and selling S&P 500 call options on
the full value of the stock position. This example is not meant to represent the
performance of actual option contracts or the Fund. In particular, it should be
noted that the example is based upon writing call options on a single index
while holding a portfolio of securities precisely matching the index. In
implementing its options strategy, the Fund may write options on a number of
different representative indices, will not hold stocks precisely matching these
indices, and generally intends to write options on only a portion of the value
of its portfolio of common stocks. In addition, the example does not account for
the cost of options transactions, which would lower returns.

    A holder of a portfolio of common stocks writes (sells) January 2005 1200
strike S&P 500 call options on December 17, 2004 when the S&P 500 is at 1198.63.
When written, the options are 1.37 points (0.11%) "out of the money." The
options writer receives $14.41 (1.20%) per option written. Assume that the
portfolio of stocks held by the options writer matches the performance of the
S&P 500 over the period until the January exercise-settlement value of the S&P
500 is determined on January 20, 2005.

    In the example, the return over the period until option expiration earned by
the holder of a portfolio of stocks whose performance matches the S&P 500 and
who writes S&P 500 index call options on the full value of the portfolio
position and maintains the options position until expiration will be as follows:
(1) if the S&P 500 declines 1.20%, the option will expire worthless and the
holder will have a net return of zero (option premium offsets loss in stock
portfolio); (2) if the S&P 500 is flat, the option will again expire worthless
and the holder will have a net return of 1.20% (option premium plus no gain or
loss on portfolio); (3) if the S&P 500 rises 0.11%, the option will again expire
with no value and the holder will have a net return of 1.31% (option premium
plus 0.11% portfolio return); and (4) if the index rises more than 0.11%, the
exercise of the option would limit portfolio gain to 0.11% and total net return
to 1.31%. If the index value at exercise exceeds the exercise price, returns
over the period from the position are capped at 1.31%. On an annualized basis in
this example option premiums increase returns by approximately 12.9% in down,
flat and moderately up markets; annualized returns in this example for the buy-
write strategy, before accounting for the costs of the options transactions, are
capped at approximately 14.1% in a strong up market.

    As demonstrated in the example, writing index call options can lower the
variability of potential return outcomes and can enhance returns in three of
four market performance scenarios (down, flat or


                                       32

<PAGE>

moderately up). Only when the level of the index at option expiration exceeds
the sum of the premium received and the option exercise price would the buy-
write strategy be expected to provide lower returns than the stock portfolio-
only alternative. The amount of downside protection afforded by the buy-write
strategy in declining market scenarios is limited, however, to the amount of
option premium received. If an index declines by an amount greater than the
option premium, a buy-write strategy consisting of owning all of the stocks in
the index and writing index options on the value thereof would generate an
investment loss. The Fund's returns from implementing a buy-write strategy using
index options will also be substantially affected by the performance of the
Fund's stock portfolio versus the indices on which it writes call options and by
the percentage of portfolio value on which options are written. The returns on
the Fund's portfolio are unlikely to be the same as the returns on the indices
on which it writes options.

ADDITIONAL INVESTMENT PRACTICES

    In addition to its primary investment strategies as described above, the
Fund may engage in the following investment practices.

    TEMPORARY INVESTMENTS.  During unusual market circumstances, the Fund may
temporarily invest a substantial portion of its assets in cash or cash
equivalents. Cash equivalents are highly liquid, short-term securities such as
commercial paper, time deposits, certificates of deposit, short-term notes and
short-term United States government obligations. In moving to a substantial
temporary investments position and in transitioning from such a position back
into conformity with the Fund's normal investment policies, the Fund may incur
transaction costs that would not be incurred if the Fund had remained fully
invested in accordance with such normal policies. The transition to and from a
substantial temporary investments position may also result in the Fund having to
sell common stocks and/or close out options positions and then later purchase
common stocks and open new options positions in circumstances that might not
otherwise be optimal. The Fund's investment in such temporary investments under
unusual market circumstances may not be in furtherance of the Fund's investment
objectives.

    WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS.  Securities may be purchased
on a "forward commitment" or "when-issued" basis (meaning securities are
purchased or sold with payment and delivery taking place in the future) in order
to secure what is considered to be an advantageous price and yield at the time
of entering into the transaction. However, the return on a comparable security
when the transaction is consummated may vary from the return on the security at
the time that the forward commitment or when-issued transaction was made. From
the time of entering into the transaction until delivery and payment is made at
a later date, the transacted securities are subject to market fluctuations. In
forward commitment or when-issued transactions, if the seller or buyer, as the
case may be, fails to consummate the transaction, the counterparty may miss the
opportunity of obtaining a price or yield considered to be advantageous. Forward
commitment or when-issued transactions may occur a month or more before delivery
is due. However, no payment or delivery is made until payment is received or
delivery is made from the other party to the transaction. The Fund does not
intend to enter into forward commitment or when-issued transactions for the
purpose of investment leverage.

    ILLIQUID SECURITIES.  The Fund may invest up to 15% of its total assets in
securities for which there is no readily available trading market or that are
otherwise illiquid. Illiquid securities include securities legally restricted as
to resale, such as commercial paper issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and securities eligible for resale pursuant
to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be
treated as liquid by the Adviser pursuant to procedures adopted by the Board,
which require consideration of factors such as trading activity, availability of
market quotations and number of dealers willing to purchase the security. If the
Fund invests in Rule 144A securities, the level of portfolio illiquidity may be
increased to the extent that eligible buyers become uninterested in purchasing
such securities.

    It may be difficult to sell illiquid securities at a price representing
their fair value until such time as such securities may be sold publicly. Where
registration is required, a considerable period may elapse between a decision by
the Fund to sell the securities and the time when it would be permitted to sell.



                                       33

<PAGE>

Thus, the Fund may not be able to obtain as favorable a price as that prevailing
at the time of the decision to sell. The Fund may also acquire securities
through private placements under which it may agree to contractual restrictions
on the resale of such securities. Such restrictions might prevent their sale at
a time when such sale would otherwise be desirable.

    OTHER DERIVATIVE INSTRUMENTS.  In addition to the intended strategy of
selling index call options, the Fund may invest up to 20% of its total assets in
other derivative instruments (which are instruments that derive their value from
another instrument, security or index) acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with its investment objectives and
policies), provided that no more than 10% of the Fund's total assets may be
invested in such derivative instruments for non-hedging purposes. These
strategies may be executed through the use of derivative contracts in the United
States or abroad. In the course of pursuing these investment strategies, the
Fund may purchase and sell derivative contracts based on equity and fixed-income
indices and other instruments, purchase and sell futures contracts and options
thereon, and enter into various transactions such as swaps, caps, floors or
collars. In addition, derivatives may also include new techniques, instruments
or strategies that are not currently available. Derivative instruments may be
used by the Fund to enhance returns or as a substitute for the purchase or sale
of securities. The loss on derivative instruments (other than purchased options)
may substantially exceed an investment in these instruments.

    SWAPS.  Swap contracts may be purchased or sold to hedge against
fluctuations in securities prices, interest rates or market conditions, to
mitigate non-payment or default risk or to gain exposure to particular
securities, baskets of securities, indices or currencies. In a standard "swap"
transaction, two parties agree to exchange the returns (or differentials in
rates of return) on different currencies, securities, baskets of currencies or
securities, indices or other instruments, which returns are calculated with
respect to a "notional amount," i.e., the designated referenced amount of
exposure to the underlying instruments. The Fund will enter into swaps only on a
net basis, i.e., the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two payments. If the
other party to a swap defaults, the Fund's risk of loss consists of the net
amount of payments that the Fund is contractually entitled to receive. The net
amount of the excess, if any, of the Fund's obligations over its entitlements
will be maintained in a segregated account by the Fund's custodian. The Fund
will not enter into any swap unless the claims-paying ability of the other party
thereto is considered to be investment grade by the Adviser. If there is a
default by the other party to such a transaction, the Fund will have contractual
remedies pursuant to the agreements related to the transaction. Swaps are traded
in the over-the-counter market. The use of swaps is a highly specialized
activity, which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. If the Adviser is
incorrect in its forecasts of market values, interest rates and other applicable
factors, the total return performance of the Fund would be unfavorably affected.

    TOTAL RETURN SWAPS.  Total return swaps are contracts in which one party
agrees to make payments of the total return from the designated underlying
asset(s), which may include securities, baskets of securities, or securities
indices during the specified period, in return for payments equal to a fixed or
floating rate of interest or the total return from other designated underlying
asset(s).

    INTEREST RATE SWAPS.  Interest rate swaps involve the exchange by the Fund
with another party of their respective commitments to pay or receive interest
(e.g., an exchange of fixed rate payments for floating rate payments).

    FUTURES AND OPTIONS ON FUTURES.  The Fund may purchase and sell various
kinds of financial futures contracts and options thereon to seek to hedge
against changes in stock prices or interest rates, for other risk management
purposes or to gain exposure to certain securities, indices and currencies.
Futures contracts may be based on various securities indices and securities.
Such transactions involve a risk of loss or depreciation due to adverse changes
in securities prices, which may exceed the Fund's initial investment in these
contracts. The Fund will only purchase or sell futures contracts or related
options in compliance with the rules of the Commodity Futures Trading
Commission. These transactions involve transaction costs.


                                       34

<PAGE>

Sales of futures contracts and related options generally result in realization
of short-term or long-term capital gain depending on the period for which the
investment is held. To the extent that any futures contract or options on
futures contract held by the Fund is a "section 1256 contract" under the Code,
the contract will be marked-to-market annually and any gain or loss will be
treated as 60% long-term and 40% short-term, regardless of the holding period
for such contract.

    SHORT SALES.  The Fund may sell a security short if it owns at least an
equal amount of the security sold short or another security convertible or
exchangeable for an equal amount of the security sold short without payment of
further compensation (a short sale against-the-box). In a short sale against-
the-box, the short seller is exposed to the risk of being forced to deliver
stock that it holds to close the position if the borrowed stock is called in by
the lender, which would cause gain or loss to be recognized on the delivered
stock. The Fund expects normally to close its short sales against-the-box by
delivering newly acquired stock.

    Short sales against-the-box can be a tax-efficient alternative to the sale
of an appreciated securities position. The ability to use short sales against-
the-box as a tax-efficient management technique with respect to holdings of
appreciated securities is limited to circumstances in which the hedging
transaction is closed out not later than thirty days after the end of the Fund's
taxable year in which the transaction was initiated, and the underlying
appreciated securities position is held unhedged for at least the next sixty
days after the hedging transaction is closed. Not meeting these requirements
would trigger the recognition of gain on the underlying appreciated securities
position under the federal tax laws applicable to constructive sales.

    SECURITIES LENDING.  The Fund may seek to earn income by lending portfolio
securities to broker-dealers or other institutional borrowers. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the securities loaned if the borrower of the securities fails
financially. Loans will be made only to organizations whose credit quality or
claims paying ability is considered by the Adviser to be at least investment
grade and when the expected return, net of administrative expenses and any
finders' fees, justifies the attendant risk. Securities loans currently are
required to be secured continuously by collateral in cash, cash equivalents
(such as money market instruments) or other liquid securities held by the
custodian and maintained in an amount at least equal to the market value of the
securities loaned. The financial condition of the borrower will be monitored by
the Adviser on an ongoing basis.

    BORROWINGS.  The Fund may borrow money to the extent permitted under the
1940 Act as interpreted, modified or otherwise permitted by the regulatory
authority having jurisdiction. Although it does not currently intend to do so,
the Fund may in the future from time to time borrow money to add leverage to the
portfolio. The Fund may also borrow money for temporary administrative purposes
or to meet temporary cash needs.

    REVERSE REPURCHASE AGREEMENTS.  The Fund may enter into reverse repurchase
agreements. Under a reverse repurchase agreement, the Fund temporarily transfers
possession of a portfolio instrument to another party, such as a bank or broker-
dealer, in return for cash. At the same time, the Fund agrees to repurchase the
instrument at an agreed upon time (normally within seven days) and price, which
reflects an interest payment. The Fund may enter into such agreements when it is
able to invest the cash acquired at a rate higher than the cost of the
agreement, which would increase earned income. Income realized on reverse
repurchase agreements is taxable as ordinary income.

    When the Fund enters into a reverse repurchase agreement, any fluctuations
in the market value of either the securities transferred to another party or the
securities in which the proceeds may be invested would affect the market value
of the Fund's assets. As a result, such transactions may increase fluctuations
in the market value of the Fund's assets. There is a risk that large
fluctuations in the market value of the Fund's assets could affect net asset
value and the market price of Common Shares. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds,
they constitute a form of leverage and may be subject to leverage risks. Such
agreements will be treated as subject to investment restrictions as mentioned
above under "Borrowings." If the Fund reinvests the proceeds of a


                                       35

<PAGE>

reverse repurchase agreement at a rate lower than the cost of the agreement,
entering into the agreement will lower the Fund's cash available for
distribution.

    PORTFOLIO TURNOVER.  The Fund will buy and sell securities to seek to
accomplish its investment objectives. Portfolio turnover generally involves
expense to the Fund, including brokerage commissions and other transaction costs
on the sale of securities and reinvestment in other securities. The Fund expects
to maintain high turnover in index call options, based on the Adviser's intent
to sell index call options on a portion of its stock portfolio value and the
Fund's initial expectation to roll forward its options positions approximately
every one to three months. For its stock holdings, the Fund's annual portfolio
turnover rate is expected to exceed that of the indices on which the Fund writes
call options due to turnover in connection with the Fund's active stock
selection, tax loss harvesting, dividend capture and other strategies. On an
overall basis, the Fund expects that its annual turnover rate will exceed 100%.
A high turnover rate (100% or more) necessarily involves greater trading costs
to the Fund.

RISK CONSIDERATIONS

    NO OPERATING HISTORY.  The Fund is a newly organized, diversified closed-end
investment company with no history of operations and is designed for long-term
investors and not as a trading vehicle.

    INVESTMENT AND MARKET RISK.  An investment in Common Shares is subject to
investment risk, including the possible loss of the entire principal amount
invested. An investment in Common Shares represents an indirect investment in
the securities owned by the Fund, which are generally traded on a securities
exchange or in the over-the-counter markets. The value of these securities, like
other market investments, may move up or down, sometimes rapidly and
unpredictably. Because the Fund normally intends to sell stock index call
options on a portion of its common stock portfolio value, the Fund's
appreciation potential from equity market performance will be more limited than
if the Fund did not engage in selling stock index call options. The Common
Shares at any point in time may be worth less than the original investment, even
after taking into account any reinvestment of distributions.

    ISSUER RISK.  The value of securities held by the Fund may decline for a
number of reasons that directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer's goods and
services.

    EQUITY RISK.  Under normal market conditions, the Fund's investment program
will consist primarily of owning a diversified portfolio of common stocks.
Therefore, a principal risk of investing in the Fund is equity risk. Equity risk
is the risk that the value of securities held by the Fund will fall due to
general market or economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate, and the particular
circumstances and performance of companies whose securities the Fund holds.
Although common stocks have historically generated higher average returns than
fixed-income securities over the long term, common stocks also have experienced
significantly more volatility in returns. An adverse event, such as an
unfavorable earnings report, may depress the value of equity securities of an
issuer held by the Fund; the price of common stock of an issuer may be
particularly sensitive to general movements in the stock market; or a drop in
the stock market may depress the price of most or all of the common stocks held
by the Fund. In addition, common stock of an issuer in the Fund's portfolio may
decline in price if the issuer fails to make anticipated dividend payments
because, among other possible reasons, the issuer of the security experiences a
decline in its financial condition. Common stocks in which the Fund will invest
are structurally subordinated to preferred stocks, bonds and other debt
instruments in a company's capital structure, in terms of priority to corporate
income, and therefore will be subject to greater dividend risk than preferred
stocks or debt instruments of such issuers. Finally, common stock prices may be
sensitive to rising interest rates, as the costs of capital rise and borrowing
costs increase.

    RISKS OF INVESTING IN MID-CAP COMPANIES.  The Fund may make investments in
stocks of companies whose market capitalization is considered middle sized or
"mid-cap." Mid-cap companies often are newer or less established companies than
larger companies. Investments in mid-cap companies carry additional risks
because earnings of these companies tend to be less predictable; they often have
limited product lines,


                                       36

<PAGE>

markets, distribution channels or financial resources; and the management of
such companies may be dependent upon one or a few key people. The market
movements of equity securities of mid-cap companies may be more abrupt or
erratic than the market movements of equity securities of larger, more
established companies or the stock market in general. Historically, mid-cap
companies have sometimes gone through extended periods when they did not perform
as well as larger companies. In addition, equity securities of mid-cap companies
generally are less liquid than those of larger companies. This means that the
Fund could have greater difficulty selling such securities at the time and price
that the Fund would like.

    RISKS OF SELLING INDEX CALL OPTIONS.  Under normal market conditions, a
portion of the Fund's common stock portfolio value will be subject to written
index call options. The purchaser of an index call option has the right to any
appreciation in the value of the index over the exercise price of the call
option as of the valuation date of the option. Because their exercise is settled
in cash, sellers of index call options such as the Fund cannot provide in
advance for their potential settlement obligations by acquiring and holding the
underlying securities. The Fund intends to mitigate the risks of its written
index call positions by writing options on one or more broad-based stock indices
that the Adviser believes collectively approximate the characteristics of its
common stock portfolio (or that portion of its portfolio against which options
are written). However, the Fund does not intend to acquire and hold a portfolio
of exactly the same stocks as the indices on which it writes call options. Due
to tax considerations, the Fund intends to limit the overlap between its stock
holdings (and any subset thereof) and each index on which it has outstanding
options positions to less than 70% on an ongoing basis. The Fund's stock
holdings will normally include stocks not included in the indices on which it
writes call options. Consequently, the Fund bears the risk that the performance
of the Fund's stock portfolio will vary from the performance of the indices on
which it writes call options. For example, the Fund will suffer a loss if the
S&P 500 appreciates substantially above the exercise price of S&P 500 call
options written by the Fund while the securities held by the Fund in the
aggregate fail to appreciate as much or decline in value over the life of the
written option. Index options written by the Fund will be priced on a daily
basis. Their value will be affected primarily by changes in the price and
dividend rates of the underlying common stocks in such index, changes in actual
or perceived volatility of such index and the remaining time to the options'
expiration. The trading price of index call options will also be affected by
liquidity considerations and the balance of purchase and sale orders.

    A decision as to whether, when and how to use options involves the exercise
of skill and judgment, and even a well-conceived and well-executed options
program may be adversely affected by market behavior or unexpected events. As
the writer of index call options, the Fund will forgo, during the option's life,
the opportunity to profit from increases in the value of the applicable index
above the sum of the option premium received and the exercise price of the call
option, but retains the risk of loss, minus the option premium received, should
the value of the applicable index decline. When a call option is exercised, the
Fund will be required to deliver an amount of cash determined by the excess of
the value of the applicable index at contract termination over the exercise
price of the option. Thus, the exercise of index call options sold by the Fund
may require the Fund to sell portfolio securities to generate cash at
inopportune times or for unattractive prices.

    To the extent that the Fund writes options on indices based upon foreign
stocks, the Fund generally intends to sell options on broad-based foreign
country and/or regional stock indices that are listed for trading in the United
States or which otherwise qualify as "section 1256 contracts." Options on
foreign indices that are listed for trading in the United States or which
otherwise qualify as "section 1256 contracts" under the Code may trade in
substantially lower volumes and with substantially wider bid-ask spreads than
other options contracts on the same or similar indices that trade on other
markets outside the United States. To implement its options program most
effectively, the Fund may sell index options that do not qualify as "section
1256 contracts." Gain or loss on index options not qualifying as "section 1256
contracts" under the Code would be realized upon disposition, lapse or
settlement of the positions and would be treated as short-term gain or loss.

    The trading price of options may be adversely affected if the market for
such options becomes less liquid or smaller. The Fund may close out a call
option by buying the option instead of letting it expire or


                                       37

<PAGE>

be exercised. There can be no assurance that a liquid market will exist when the
Fund seeks to close out a call option position by buying the option. Reasons for
the absence of a liquid secondary market on an exchange include the following:
(i) there may be insufficient trading interest in certain options; (ii)
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or the Options Clearing Corporation (the "OCC")
may not at all times be adequate to handle current trading volume; or (vi) one
or more exchanges could, for economic or other reasons, decide or be compelled
to discontinue the trading of options (or a particular class or series of
options) at some future date. If trading were discontinued, the secondary market
on that exchange (or in that class or series of options) would cease to exist.
However, outstanding options on that exchange that had been issued by the OCC as
a result of trades on that exchange would continue to be exercisable in
accordance with their terms.

    The hours of trading for options may not conform to the hours during which
common stocks held by the Fund are traded. To the extent that the options
markets close before the markets for securities, significant price and rate
movements can take place in the securities markets that would not be reflected
concurrently in the options markets. Index call options are marked to market
daily and their value is affected by changes in the value and dividend rates of
the securities represented in the underlying index, changes in interest rates,
changes in the actual or perceived volatility of the associated index and the
remaining time to the options' expiration, as well as trading conditions in the
options market.

    TAX RISK.  Reference is made to "Federal Income Tax Matters" for an
explanation of the federal income tax consequences and attendant risks of
investing in the Fund. Although the Fund seeks to minimize and defer the federal
income taxes incurred by Common Shareholders in connection with their investment
in the Fund, there can be no assurance that it will be successful in this
regard. The tax treatment and characterization of the Fund's distributions may
change over time due to changes in the Fund's mix of investment returns and
changes in the federal tax laws, regulations and administrative and judicial
interpretations. The provisions of the Code applicable to qualified dividend
income are set to expire at the close of 2010. Thereafter, the Fund's
distributions to Common Shareholders of qualified dividend income will be
subject to tax at the higher rates that apply to ordinary income unless further
legislative action is taken. There can be no assurances that after 2010 such
qualified dividends will be available to the Fund and its Common Shareholders.
The Fund's investment program and the tax treatment of Fund distributions may be
affected by IRS interpretations of the Code and future changes in tax laws and
regulations, including changes resulting from the "sunset" provisions described
above that would have the effect of repealing the favorable treatment of
qualified dividend income and reimposing the higher tax rates applicable to
ordinary income beginning in 2011 unless further legislative action is taken.
Distributions paid on the Common Shares may be characterized variously as non-
qualified dividends (taxable at ordinary income rates), qualified dividends
(generally taxable at long-term capital gains rates), capital gains dividends
(taxable at long-term capital gains rates) or return of capital (generally not
currently taxable). The ultimate tax characterization of the Fund's
distributions made in a calendar year may not finally be determined until after
the end of that calendar year. Distributions to a Common Shareholder that are
return of capital will be tax free to the amount of the Common Shareholder's
current tax basis in his or her Common Shares, with any distribution amounts
exceeding such basis treated as capital gain on a deemed sale of Common Shares.
Common Shareholders are required to reduce their tax basis in Common Shares by
the amount of tax-free return of capital distributions received, thereby
increasing the amount of capital gain (or decreasing the amount of capital loss)
to be recognized upon a later disposition of the Common Shares. In order for
Fund distributions of qualified dividend income to be taxable at favorable long-
term capital gains rates, a Common Shareholder must meet certain prescribed
holding period and other requirements with respect to his or her Common Shares.
If positions held by the Fund were treated as "straddles" for federal income tax
purposes, dividends on such positions would not constitute qualified dividend
income subject to favorable income tax treatment. Gain or loss on positions in a
straddle are subject to special (and generally disadvantageous) rules as
described under "Federal Income Tax Matters."



                                       38

<PAGE>

    DISTRIBUTION RISK.  The quarterly distributions Common Shareholders will
receive from the Fund will be sourced from the Fund's dividends and interest
income after payment of Fund expenses, net option premiums, and net realized and
unrealized gains on stock investments. The Fund's cash available for
distribution may vary widely over the short- and long-term. Dividends on common
stocks are not fixed but are declared at the discretion of the issuer's board of
directors. The Fund's dividend income will be substantially influenced by the
activity level and success of its dividend capture trading program. If stock
market volatility and/or stock prices decline, the level of premiums from
writing index call options and the amounts available for distribution from the
Fund's options activity will likely decrease as well. Payments to close written
call options will reduce amounts available for distribution from call option
premiums received. Net realized and unrealized gains on the Fund's stock
investments will be determined primarily by the direction and movement of the
United States stock market and the particular stocks held. There can be no
assurance that quarterly distributions paid by the Fund to the Common
Shareholders will be maintained at initial levels or increase over time.

    FOREIGN SECURITY RISK.  The value of foreign securities is affected by
changes in currency rates, foreign tax laws (including withholding tax),
government policies (in this country or abroad), relations between nations and
trading, settlement, custodial and other operational risks. In addition, the
costs of investing abroad (such as foreign brokerage costs, custodial expenses
and other fees) are generally higher than in the United States, and foreign
securities markets may be less liquid, more volatile and less subject to
governmental supervision than markets in the United States. Foreign investments
also could be affected by other factors not present in the United States,
including expropriation of assets, armed conflict, confiscatory taxation, lack
of uniform accounting and auditing standards, less publicly available financial
and other information and potential difficulties in enforcing contractual
obligations or repatriating capital invested in foreign countries. As an
alternative to holding foreign-traded securities, the Fund may invest in dollar-
denominated securities of foreign companies that trade on United States
exchanges or in the United States over-the-counter market (including depositary
receipts, which evidence ownership in underlying foreign securities). Since the
Fund may invest in securities denominated or quoted in currencies other than the
United States dollar, the Fund will be affected by changes in foreign currency
exchange rates (and exchange control regulations) which affect the value of
investments held by the Fund and the accrued income and appreciation or
depreciation of the investments in United States dollars. Changes in foreign
currency exchange rates relative to the United States dollar will affect the
United States dollar value of the Fund's assets denominated in that currency and
the Fund's return on such assets as well as any temporary uninvested reserves in
bank deposits in foreign currencies. In addition, the Fund will incur costs in
connection with conversions between various currencies. Foreign securities may
not be eligible for the reduced rate of taxation applicable to qualified
dividend income.

    Because foreign companies may not be subject to accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to United States companies, there may be less publicly available
information about a foreign company than about a domestic company. There is
generally less government supervision and regulation of securities exchanges,
broker-dealers and listed companies than in the United States. Mail service
between the United States and foreign countries may be slower or less reliable
than within the United States, thus increasing the risk of delayed settlements
of portfolio transactions for, or loss of certificates of, portfolio securities.
Payment for securities before delivery may be required. In addition, with
respect to certain foreign countries, there is the possibility of expropriation
or confiscatory taxation, political or social instability, or diplomatic
developments that could adversely affect investments in those countries.
Moreover, individual foreign economies may differ favorably or unfavorably from
the United States economy in such respects as growth of gross national product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payments position. Foreign securities markets, while growing in volume and
sophistication, are generally not as developed as those in the United States,
and securities of some foreign issuers (particularly those located in developing
countries) may be less liquid and more volatile than securities of comparable
United States companies.

    EMERGING MARKET SECURITY RISK.  The Fund may invest up to 5% of its total
assets in securities of issuers located in emerging markets. The risks of
foreign investments described above apply to an even


                                       39

<PAGE>

greater extent to investments in emerging markets. The securities markets of
emerging countries are generally smaller, less developed, less liquid, and more
volatile than the securities markets of the United States and developed foreign
markets. Disclosure and regulatory standards in many respects are less stringent
than in the United States and developed foreign markets. There also may be a
lower level of monitoring and regulation of securities markets in emerging
market countries and the activities of investors in such markets and enforcement
of existing regulations may be limited. Many emerging countries have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have very negative effects on the economies and securities markets
of certain emerging countries. Economies in emerging markets generally are
heavily dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade. The economies of
these countries also have been and may continue to be adversely affected by
economic conditions in the countries in which they trade. The economies of
countries with emerging markets may also be predominantly based on only a few
industries or dependent on revenues from particular commodities. In addition,
custodial services and other costs relating to investment in foreign markets may
be more expensive in emerging markets than in many developed foreign markets,
which could reduce the Fund's income from such securities.

    In many cases, governments of emerging countries continue to exercise
significant control over their economies, and government actions relative to the
economy, as well as economic developments generally, may affect the Fund's
investments in those countries. In addition, there is a heightened possibility
of expropriation or confiscatory taxation, imposition of withholding taxes on
dividend and interest payments, or other similar developments that could affect
investments in those countries. There can be no assurance that adverse political
changes will not cause the Fund to suffer a loss of any or all of its
investments.

    INTEREST RATE RISK.  The premiums from writing index call options and
amounts available for distribution from the Fund's options activity may decrease
in declining interest rate environments. The value of the Fund's common stock
investments may also be influenced by changes in interest rates. Higher yielding
stocks and stocks of issuers whose businesses are substantially affected by
changes in interest rates may be particularly sensitive to interest rate risk.

    DERIVATIVES RISK.  In addition to writing index call options, the risks of
which are described above, the Fund may invest up to 20% of its total assets in
other derivative investments acquired for hedging, risk management and
investment purposes, provided that no more than 10% of the Fund's total assets
may be invested in such derivative instruments acquired for non-hedging
purposes. The loss on derivative instruments (other than purchased options) may
substantially exceed an investment in these instruments. Derivative transactions
including options on securities and securities indices and other transactions in
which the Fund may engage (such as futures contracts and options thereon, swaps
and short sales) may subject the Fund to increased risk of principal loss due to
unexpected movements in stock prices, changes in stock volatility levels and
interest rates, and imperfect correlations between the Fund's securities
holdings and indices upon which derivative transactions are based. Derivatives
can be illiquid, may disproportionately increase losses, and may have a
potentially large impact on the Fund's performance. The Fund also will be
subject to credit risk with respect to the counterparties to any over-the-
counter derivatives contracts entered into by the Fund. If a counterparty
becomes bankrupt or otherwise fails to perform its obligations under a
derivative contract due to financial difficulties, the Fund may experience
significant delays in obtaining any recovery under the derivative contract in a
bankruptcy or other reorganization proceeding. The Fund may obtain only a
limited recovery or no recovery in such circumstances. Derivatives may
disproportionately increase losses and have a potentially large negative impact
on the Funds' performance.

    LIQUIDITY RISK.  The Fund may invest up to 15% of its total assets in
securities for which there is no readily available trading market or which are
otherwise illiquid. The Fund may not be able readily to dispose of such
securities at prices that approximate those at which the Fund could sell such
securities if they were more widely traded and, as a result of such illiquidity,
the Fund may have to sell other


                                       40

<PAGE>

investments or engage in borrowing transactions if necessary to raise cash to
meet its obligations. In addition, the limited liquidity could affect the market
price of the securities, thereby adversely affecting the Fund's net asset value,
and at times may make the disposition of securities infeasible.

    INFLATION RISK.  Inflation risk is the risk that the purchasing power of
assets or income from investment will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the
Common Shares and distributions thereon can decline.

    MARKET PRICE OF COMMON SHARES.  The Fund's share price will fluctuate and,
at the time of sale, shares may be worth more or less than the original
investment or the Fund's then current net asset value. The Fund cannot predict
whether its shares will trade at a price at, above or below its net asset value.
Shares of closed-end funds frequently trade at a discount to net asset value.

    FINANCIAL LEVERAGE RISK.  Although the Fund has no current intention to do
so, the Fund is authorized and reserves the flexibility to utilize leverage
through the issuance of preferred shares and/or borrowings, including the
issuance of debt securities. In the event that the Fund determines in the future
to utilize investment leverage, there can be no assurance that such a leveraging
strategy will be successful during any period in which it is employed. Leverage
creates risks for Common Shareholders, including the likelihood of greater
volatility of net asset value and market price of the Common Shares and the risk
that fluctuations in distribution rates on any preferred shares or fluctuations
in borrowing costs may affect the return to Common Shareholders. To the extent
the returns derived from securities purchased with proceeds received from
leverage exceeds the cost of leverage, the Fund's distributions may be greater
than if leverage had not been used. Conversely, if the returns from the
securities purchased with such proceeds are not sufficient to cover the cost of
leverage, the amount available for distribution to Common Shareholders will be
less than if leverage had not been used. In the latter case, Eaton Vance, in its
best judgment, may nevertheless determine to maintain the Fund's leveraged
position if it deems such action to be appropriate. The costs of an offering of
preferred shares and/or a borrowing program would be borne by Common
Shareholders and consequently would result in a reduction of the net asset value
of Common Shares. In addition, the fee paid to Eaton Vance will be calculated on
the basis of the Fund's average daily gross assets, including proceeds from the
issuance of preferred shares and/or borrowings, so the fee will be higher when
leverage is utilized. In this regard, holders of preferred shares do not bear
the investment advisory fee. Rather, Common Shareholders bear the portion of the
investment advisory fee attributable to the assets purchased with the proceeds
of the preferred shares offering.

    MANAGEMENT RISK.  The Fund is subject to management risk because it is an
actively managed portfolio. Eaton Vance, Rampart and the individual portfolio
managers invest the assets of the Fund as they deem appropriate in implementing
the Fund's investment strategy. Accordingly, the success of the Fund depends
upon the investment skills and analytical abilities of Eaton Vance, Rampart and
the individual portfolio managers to develop and actively implement investment
strategies that achieve the Fund's investment objectives. There is no assurance
that Eaton Vance, Rampart and the individual portfolio managers will be
successful in developing and implementing the Fund's investment strategy.
Subjective decisions made by Eaton Vance, Rampart and the individual portfolio
managers may cause the Fund to incur losses or to miss profit opportunities on
which it could otherwise have capitalized.

    MARKET DISRUPTION.  The aftermath of the war in Iraq and the continuing
occupation of Iraq, instability in the Middle East and terrorist attacks in the
U.S. and around the world have resulted in market volatility and may have long-
term effects on the U.S. and worldwide financial markets and may cause further
economic uncertainties in the U.S. and worldwide. The Fund does not know how
long the securities markets will continue to be affected by these events and
cannot predict the effects of the occupation or similar events in the future on
the U.S. economy and securities markets. Given the risks described above, an
investment in the Common Shares may not be appropriate for all investors. You
should carefully consider your ability to assume these risks before making an
investment in the Fund.

    ANTI-TAKEOVER PROVISIONS.  The Fund's Agreement and Declaration of Trust
includes provisions that could limit the ability of other persons or entities to
acquire control of the Fund or to change the composition of its Board. These
provisions may deprive Common Shareholders of opportunities to sell their Common
Shares at a premium over the then current market price of the Common Shares. See
"Description of Capital Structure -- Anti-Takeover Provisions in the Agreement
and Declaration of Trust."



                                       41

<PAGE>

                             MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

    The management of the Fund, including general supervision of the duties
performed by the Adviser under the Advisory Agreement (as defined below) and the
Sub-Adviser under the Sub-Advisory Agreement (as defined below), is the
responsibility of the Fund's Board under the laws of The Commonwealth of
Massachusetts and the 1940 Act.

THE ADVISER

    Eaton Vance acts as the Fund's investment adviser under an Investment
Advisory Agreement (the "Advisory Agreement"). The Adviser's principal office is
located at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109. Eaton Vance, its affiliates and predecessor companies have been managing
assets of individuals and institutions since 1924 and of investment funds since
1931. Eaton Vance (or its affiliates) currently serves as the investment adviser
to investment funds and various individual and institutional clients with
combined assets under management of approximately $124.1 billion as of September
30, 2006, including approximately $74.9 billion in equity assets. Eaton Vance is
a direct, wholly-owned subsidiary of Eaton Vance Corp., a publicly-held holding
company, which through its subsidiaries and affiliates engages primarily in
investment management, administration and marketing activities.

    Under the general supervision of the Fund's Board, Eaton Vance will be
responsible for the Fund's overall investment program, structuring and managing
the Fund's common stock portfolio, including dividend capture trading, tax-loss
harvesting and other tax-management techniques, providing consultation to the
Sub-Adviser and supervising the performance of the Sub-Adviser. As described
below under the caption "The Sub-Adviser," Rampart will be responsible for
providing advice on and execution of the Fund's options strategy. The Adviser
will furnish to the Fund investment advice and office facilities, equipment and
personnel for servicing the investments of the Fund. The Adviser will compensate
all Trustees and officers of the Fund who are members of the Adviser's
organization and who render investment services to the Fund, and will also
compensate all other Adviser personnel who provide research and investment
services to the Fund. In return for these services, facilities and payments, the
Fund has agreed to pay the Adviser as compensation under the Advisory Agreement
an annual fee in the amount of 1.00% of the average daily gross assets of the
Fund. For purposes of the Advisory Agreement and the Sub-Advisory Agreement,
gross assets of the Fund means total assets of the Fund, including any form of
investment leverage that the Fund may in the future determine to utilize, minus
all accrued expenses incurred in the normal course of operations, but not
excluding any liabilities or obligations attributable to any future investment
leverage obtained through (i) indebtedness of any type (including, without
limitation, borrowing through a credit facility/commercial paper program or the
issuance debt securities), (ii) the issuance of preferred shares or other
similar preference securities, (iii) the reinvestment of collateral received for
securities loaned in accordance with the Fund's investment objectives and
policies and/or (iv) any other means. During any future periods in which the
Fund is using leverage, the fees paid to Eaton Vance for investment advisory
services will be higher than if the Fund did not use leverage because the fees
paid will be calculated on the basis of the Fund's gross assets, including
proceeds from any borrowings and from the issuance of preferred shares.

    Walter A. Row and Michael A. Allison are the Fund's portfolio managers and
together are responsible for managing the Fund's overall investment program,
structuring and managing the Fund's common stock portfolio, providing
consultation to the Sub-Adviser and supervising the performance of the Sub-
Adviser. Mr. Row and Mr. Allison are the portfolio managers responsible for the
day-to-day management of Eaton Vance's responsibilities with respect to the
Fund's investment portfolio.

    Mr. Row is Vice President and Director of Equity Research at Eaton Vance. He
is a member of Eaton Vance's Equity Strategy Committee and manages five other
Eaton Vance registered closed-end investment


                                       42

<PAGE>

companies. He has been a member of Eaton's Vance's equity investment team since
1996, and has over 25 years of professional experience.

    Mr. Allison is a Vice President of Eaton Vance and co-portfolio manager of a
privately offered equity fund sponsored by Eaton Vance. He has been a member of
Eaton Vance's equity investment team since 2000, and has over 17 years of
professional experience.

THE SUB-ADVISER

    Eaton Vance has engaged Rampart to serve as a sub-adviser to the Fund to
provide advice on and execution of the Fund's options strategy. Rampart's
principal office is located at One International Place, Boston, Massachusetts
02110. Founded in 1983, Rampart provides customized options program management
utilizing listed equity and index options to a spectrum of institutional, high
net worth and investment company clients. Rampart managed approximately $6.6
billion in assets as of September 30, 2006.

    Ronald M. Egalka is the portfolio manager at Rampart responsible for the
development and implementation of the options strategy utilized in managing the
Fund.

    Mr. Egalka is President and CEO of Rampart. He is also President of Rampart
Securities, Inc., an affiliate of Rampart and a NASD member broker/dealer. Mr.
Egalka oversees the development and implementation of options investment
strategies employed by Rampart clients, including five other Eaton Vance
registered closed-end investment companies.

    Under the terms of the Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between Eaton Vance and Rampart, Eaton Vance (and not the Fund) will pay Rampart
a fee at an annual rate equal to 0.05% of the value of the Fund's average daily
gross assets that is subject to written call options. Pursuant to the terms of
the Advisory Agreement, Eaton Vance, upon approval by the Board, may terminate
the Sub-Advisory Agreement and Eaton Vance may assume full responsibility for
the services provided by Rampart without the need for approval by shareholders
of the Fund.

    The Fund, the Adviser and the Sub-Adviser have adopted codes of ethics
relating to personal securities transactions (the "Codes of Ethics"). The Codes
of Ethics permit Adviser and Sub-Adviser personnel to invest in securities
(including securities that may be purchased or held by the Fund) for their own
accounts, subject to certain pre-clearance, reporting and other restrictions and
procedures contained in such Codes of Ethics.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

    The Statement of Additional Information provides additional information
about the portfolio managers' compensation, other accounts managed by the
portfolio managers, and the portfolio managers' ownership of securities in the
Fund.

THE ADMINISTRATOR

    Eaton Vance serves as administrator of the Fund. Under an Administration
Agreement with the Fund (the "Administration Agreement"), Eaton Vance is
responsible for managing the business affairs of the Fund, subject to the
supervision of the Fund's Board. Eaton Vance will furnish to the Fund all office
facilities, equipment and personnel for administering the affairs of the Fund.
Eaton Vance's administrative services include recordkeeping, preparation and
filing of documents required to comply with federal and state securities laws,
supervising the activities of the Fund's custodian and transfer agent, providing
assistance in connection with the Board and shareholders' meetings, providing
service in connection with any repurchase offers and other administrative
services necessary to conduct the Fund's business. Eaton Vance currently
receives no compensation for providing administrative services to the Fund. In
addition to the management fee, the Fund pays all costs and expenses of its
operation, including compensation of its Trustees (other than those affiliated
with the Adviser), custodial expenses, dividend disbursing expenses, legal fees,
expenses of independent auditors, expenses of preparing Fund documents and
reports to governmental agencies, and taxes and filing or other fees, if any.



                                       43

<PAGE>

                                  DISTRIBUTIONS

    Commencing with the Fund's first distribution, the Fund intends to make
regular quarterly distributions to Common Shareholders sourced from the Fund's
cash available for distribution. "Cash available for distribution" will consist
of the Fund's dividends and interest income after payment of Fund expenses, net
option premiums and net realized and unrealized gains on stock investments. The
Fund's distribution rate may be adjusted from time to time. The Board may modify
this distribution policy at any time without obtaining the approval of Common
Shareholders. The initial distribution is expected to be declared approximately
75 days and paid approximately 90 to 120 days after the completion of this
offering, depending on market conditions.

    The Fund's annual distributions will likely differ from annual net
investment income. The investment income of the Fund will consist of all
dividend and interest income accrued on portfolio investments, short-term
capital gain (including short-term gains on option positions and gains on the
sale of portfolio investments held for one year or less) in excess of long-term
capital loss and income from certain hedging transactions, less all expenses of
the Fund. Expenses of the Fund will be accrued each day. To the extent that that
Fund's net investment income for any year exceeds the total quarterly
distributions paid during the year, the Fund will make a special distribution at
or near year-end of such excess amount as may be required. Over time, all of the
Fund's investment company taxable income will be distributed.

    At least annually, the Fund intends to distribute any net capital gain
(which is the excess of net long-term capital gain over net short-term capital
loss) or, alternatively, to retain all or a portion of the year's net capital
gain and pay federal income tax on the retained gain. As provided under federal
tax law, Common Shareholders of record as of the end of the Fund's taxable year
will include their attributable share of the retained gain in their income for
the year as a long-term capital gain, and will be entitled to a tax credit or
refund for the tax paid on their behalf by the Fund. The Fund may treat the cash
value of tax credit and refund amounts in connection with retained capital gains
as a substitute for equivalent cash distributions.

    If, for any calendar year, as discussed above, the total distributions made
exceed the Fund's net investment taxable income and net capital gains, the
excess generally will be treated as a tax-free return of capital to each Common
Shareholder (up to the amount of the Common Shareholder's basis in his or her
Common Shares) and thereafter as gain from the sale of Common Shares. The amount
treated as a tax-free return of capital will reduce the Common Shareholder's
adjusted basis in his or her Common Shares, thereby increasing his or her
potential gain or reducing his or her potential loss on the subsequent sale of
his or her Common Shares. Distributions in any year may include a substantial
return of capital component. Under the 1940 Act, for any distribution that
includes amounts from sources other than net income, the Fund is required to
provide Common Shareholders a written statement regarding the components of such
distribution. Such a statement will be provided at the time of any distribution
believed to include any such amounts.

    To permit the Fund to maintain more stable distributions, distribution rates
will be based on projected annual cash available for distribution. As a result,
the distributions paid by the Fund for any particular quarter may be more or
less than the amount of cash available for distribution for that quarterly
period. In certain circumstances, the Fund may be required to sell a portion of
its investment portfolio to fund distributions. Distributions will reduce the
Common Shares' net asset value.

    Common Shareholders may automatically reinvest some or all of their
distributions in additional Common Shares under the Fund's dividend reinvestment
plan. See "Dividend Reinvestment Plan."

    The Fund has applied for an order from the Securities and Exchange
Commission granting it an exemption from Section 19(b) of the 1940 Act and Rule
19b-1 thereunder to permit the Fund to include realized long-term capital gains
as a part of its regular distributions to Common Shareholders more frequently
than would otherwise be permitted by the 1940 Act (generally once per taxable
year). In the event that such an exemptive order is obtained, the Fund will
consider increasing the frequency of its regular distributions to Common
Shareholders from quarterly to monthly. The Fund does not intend to designate
more than the permitted number of capital gain distributions until it receives
such an exemptive


                                       44

<PAGE>

order. However, if the Fund fails to receive the requested relief and the Fund
is unable to include realized capital gains in regular distributions more
frequently than would otherwise be permitted by the 1940 Act, the Adviser does
not believe that the distribution policy, as set forth above, will otherwise be
adversely affected. The Adviser does not believe that retaining capital gains
and paying tax thereon would have a material adverse affect on the Fund or the
Common Shareholders.

                           FEDERAL INCOME TAX MATTERS

    The following discussion of federal income tax matters is based on the
advice of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Fund. The
Fund intends to elect to be treated and to qualify each year as a regulated
investment company (a "RIC") under the Code. Accordingly, the Fund intends to
satisfy certain requirements relating to sources of its income and
diversification of its assets and to distribute substantially all of its net
income and net short-term capital gains (after reduction by net long term
capital losses and any available capital loss carryforwards) in accordance with
the timing requirements imposed by the Code, so as to maintain its regulated
investment company status and to avoid paying federal income or excise tax
thereon. To the extent it qualifies for treatment as a regulated investment
company and satisfies the above-mentioned distribution requirements, the Fund
will not be subject to federal income tax on income paid to its shareholders in
the form of dividends or capital gains distributions.

    At least annually, the Fund intends to distribute any net capital gain
(which is the excess of net long-term capital gain over net short-term capital
loss) or, alternatively, to retain all or a portion of the year's net capital
gain and pay federal income tax on the retained gain. As provided under federal
tax law, Common Shareholders of record as of the end of the Fund's taxable year
will include their attributable share of the retained gain in their income for
the year as long-term capital gain (regardless of holding period in the Common
Shares), and will be entitled to a tax credit or refund for the tax paid on
their behalf by the Fund. Common Shareholders of record for the retained capital
gain will also be entitled to increase their tax basis in their Common Shares by
65 percent of the allocated gain. Distributions of the Fund's net capital gain
("capital gain distributions"), if any, are taxable to Common Shareholders as
long-term capital gain, regardless of their holding period in the Common Shares.
Distributions of the Fund's net realized short-term gains will be taxable as
ordinary income.

    If, for any calendar year, the Fund's total distributions exceed the Fund's
current and accumulated earnings and profits, the excess will be treated as a
tax-free return of capital to each Common Shareholder (up to the amount of the
Common Shareholder's basis in his or her Common Shares) and thereafter as gain
from the sale of Common Shares (assuming the Common Shares are held as a capital
asset). The amount treated as a tax-free return of capital will reduce the
Common Shareholder's adjusted basis in his or her Common Shares, thereby
increasing his or her potential gain or reducing his or her potential loss on
the subsequent sale or other disposition of his or her Common Shares. See below
for a summary of the maximum tax rates applicable to long-term capital gain
(including capital gain distributions). A corporation that owns Fund shares
generally will not be entitled to the dividends received deduction ("DRD") with
respect to all (or any prescribed percentage) of the distributions it receives
from the Fund. Fund distributions that are attributable to qualified dividend
income received by the Fund from certain domestic corporations may be designated
by the Fund as being eligible for the DRD.

    If the Fund does not qualify as a RIC for any taxable year, the Fund's
taxable income will be subject to corporate income taxes, and all distributions
from earnings and profits, including distributions of net capital gain (if any),
will be taxable to the shareholder as ordinary income. Such distributions
generally would be eligible (i) to be treated as qualified dividend income in
the case of individual and other noncorporate shareholders and (ii) for the DRD
in the case of corporate shareholders. In addition, in order to requalify for
taxation as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest, and make certain distributions.

    Certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i) convert
dividends that would otherwise constitute qualified


                                       45

<PAGE>

dividend income into ordinary income, (ii) treat dividends that would otherwise
be eligible for the corporate DRD as ineligible for such treatment, (iii)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (iv) convert long-term capital gain into short-term capital gain or
ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited), (vi) cause the Fund to recognize
income or gain without a corresponding receipt of cash, (vii) adversely affect
the time as to when a purchase or sale of stock or securities is deemed to
occur, (viii) adversely alter the characterization of certain complex financial
transactions, and (ix) produce income that will not qualify as good income for
purposes of the income requirement that applies to RICs. While it may not always
be successful in doing so, the Fund will seek to avoid or minimize the adverse
tax consequences of its investment practices.

    For the Fund's index call options that qualify as "section 1256 contracts,"
Code Section 1256 generally will require any gain or loss arising from the
lapse, closing out or exercise of such positions to be treated as 60% long-term
and 40% short-term capital gain or loss. In addition, the Fund generally will be
required to "mark to market" (i.e., treat as sold for fair market value) each
outstanding index option position at the close of each taxable year (and on
October 31 of each year for excise tax purposes). If a "section 1256 contract"
held by the Fund at the end of a taxable year is sold in the following year, the
amount of any gain or loss realized on such sale will be adjusted to reflect the
gain or loss previously taken into account under the "mark to market" rules. In
addition to most index call options, "section 1256 contracts" under the Code
include certain other options contracts, certain regulated futures contracts,
and certain other financial contracts.

    The Fund's index call options that do not qualify as "section 1256
contracts" under the Code generally will be treated as equity options governed
by Code Section 1234. Pursuant to Code Section 1234, if a written option expires
unexercised, the premium received is short-term capital gain to the Fund. If the
Fund enters into a closing transaction, the difference between the premium
received for writing the option, and the amount paid to close out its position
is short-term capital gain or loss. If a call option written by the Fund that is
not a "section 1256 contract" is cash settled, any resulting gain or loss will
be short-term.

    Code Section 1092 contains special rules that apply to "straddles," defined
generally as the holding of "offsetting positions with respect to personal
property." For example, the straddle rules normally apply when a taxpayer holds
stock and an offsetting option with respect to such stock or substantially
identical stock or securities. In general, investment positions will be
offsetting if there is a substantial diminution in the risk of loss from holding
one position by reason of holding one or more other positions. The Fund expects
that the index call options it writes will not be considered straddles for this
purpose because the Fund's portfolio of common stocks will be sufficiently
dissimilar from the components of each index on which it has outstanding options
positions under applicable guidance established by the IRS. Under certain
circumstances, however, the Fund may enter into options transactions or certain
other investments that may constitute positions in a straddle. If two or more
positions constitute a straddle, recognition of a realized loss from one
position must generally be deferred to the extent of unrecognized gain in an
offsetting position. In addition, long-term capital gain may be recharacterized
as short-term capital gain, or short-term capital loss as long-term capital
loss. Interest and other carrying charges allocable to personal property that is
part of a straddle are not currently deductible but must instead be capitalized.
Similarly, "wash sale" rules apply to prevent the recognition of loss by the
Fund from the disposition of stock or securities at a loss in a case in which
identical or substantially identical stock or securities (or an option to
acquire such property) is or has been acquired within a prescribed period.

    The Code allows a taxpayer to elect to offset gains and losses from
positions that are part of a "mixed straddle." A "mixed straddle" is any
straddle in which one or more but not all positions are "section 1256
contracts." The Fund may be eligible to elect to establish one or more mixed
straddle accounts for certain of its mixed straddle trading positions. The mixed
straddle account rules require a daily "marking to market" of all open positions
in the account and a daily netting of gains and losses from all positions in the
account. At the end of a taxable year, the annual net gains or losses from the
mixed straddle account are recognized for tax purposes. The net capital gain or
loss is treated as 60% long-term and 40% short-


                                       46

<PAGE>

term capital gain or loss if attributable to the "section 1256 contract"
positions, or all short-term capital gain or loss if attributable to the non-
section 1256 contract positions.

    The Fund may recognize gain (but not loss) from a constructive sale of
certain "appreciated financial positions" if the Fund enters into a short sale,
offsetting notional principal contract, or forward contract transaction with
respect to the appreciated position or substantially identical property.
Appreciated financial positions subject to this constructive sale treatment
include interests (including options and forward contracts and short sales) in
stock and certain other instruments. Constructive sale treatment does not apply
if the transaction is closed out not later than thirty days after the end of the
taxable year in which the transaction was initiated, and the underlying
appreciated securities position is held unhedged for at least the next sixty
days after the hedging transaction is closed.

    Gain or loss from a short sale of property is generally considered as
capital gain or loss to the extent the property used to close the short sale
constitutes a capital asset in the Fund's hands. Except with respect to certain
situations where the property used to close a short sale has a long-term holding
period on the date the short sale is entered into, gains on short sales
generally are short-term capital gains. A loss on a short sale will be treated
as a long-term capital loss if, on the date of the short sale, "substantially
identical property" has been held by the Fund for more than one year. In
addition, entering into a short sale may result in suspension of the holding
period of "substantially identical property" held by the Fund.

    Gain or loss on a short sale will generally not be realized until such time
as the short sale is closed. However, as described above in the discussion of
constructive sales, if the Fund holds a short sale position with respect to
securities that has appreciated in value, and it then acquires property that is
the same as or substantially identical to the property sold short, the Fund
generally will recognize gain on the date it acquires such property as if the
short sale were closed on such date with such property. Similarly, if the Fund
holds an appreciated financial position with respect to securities and then
enters into a short sale with respect to the same or substantially identical
property, the Fund generally will recognize gain as if the appreciated financial
position were sold at its fair market value on the date it enters into the short
sale. The subsequent holding period for any appreciated financial position that
is subject to these constructive sale rules will be determined as if such
position were acquired on the date of the constructive sale.

    Under the "Jobs and Growth Tax Relief Reconciliation Act of 2003" (the "2003
Tax Act"), certain dividend distributions paid by the Fund (whether paid in cash
or reinvested in additional Common Shares) to individual taxpayers are taxed at
rates applicable to net long-term capital gains (15%, or 5% for individuals in
the 10% or 15% tax brackets). This tax treatment applies only if certain holding
period and other requirements are satisfied by the Common Shareholder, as
discussed below, and the dividends are attributable to qualified dividend income
received by the Fund itself. For this purpose, "qualified dividend income" means
dividends received by the Fund from United States corporations and "qualified
foreign corporations," provided that the Fund satisfies certain holding period
and other requirements in respect of the stock of such corporations.

    Subject to certain exceptions, a "qualified foreign corporation" is any
foreign corporation that is either (i) incorporated in a possession of the
United States (the "possessions test"), or (ii) eligible for benefits of a
comprehensive income tax treaty with the United States that the Secretary of the
Treasury determines is satisfactory for these purposes and which includes an
exchange of information program (the "treaty test"). The Secretary of the
Treasury has currently identified tax treaties between the United States and 52
other countries that satisfy the treaty test. Subject to the same exceptions, a
foreign corporation that does not satisfy either the possessions test or the
treaty test will still be considered a "qualified foreign corporation" with
respect to any dividend paid by such corporation if the stock with respect to
which such dividend is paid is readily tradable on an established securities
market in the United States. The Treasury Department has issued a notice stating
that common or ordinary stock, or an ADR in respect of such stock, is considered
"readily tradable" if it is listed on a national securities exchange that is
registered under section 6 of the Securities Exchange Act of 1934, as amended,
or on the National Association of Securities Dealers


                                       47

<PAGE>

Automated Quotations system. Foreign corporations that are passive foreign
investment companies will not be "qualified foreign corporations."

    In order for qualified dividends paid by the Fund to a Common Shareholder to
be taxable at long-term capital gains rates, the Common Shareholder must hold
his or her Common Shares for more than 60 days during the 121-day period
surrounding the ex-dividend date. For dividends the Fund receives to qualify for
tax-advantaged treatment, the Fund must hold stock paying qualified dividend
income for more than 60 days during the 121-day period beginning 60 days before
the ex-dividend date (or more than 90 days during the associated 181-day period,
in the case of certain preferred stocks). In addition, neither a Common
Shareholder nor the Fund can be obligated to make related payments (pursuant to
a short sale or otherwise) with respect to positions in any security that is
substantially similar or related property with respect to his or her Common
Shares or such stock, respectively. Gains on option positions treated as short-
term and other short-term gains, interest income and non-qualified dividends are
not eligible for the lower tax rate. The special rules relating to the taxation
of ordinary income dividends paid by the Fund that are attributable to the
Fund's qualified income only apply to taxable years beginning before January 1,
2011. Thereafter, all of the Fund's distributions that are characterized as
dividends, other than capital gain distributions, will be fully taxable at
ordinary income tax rates unless further Congressional action is taken. There
can be no assurance as to what portion of the Fund's dividend distributions will
qualify for favorable treatment under the 2003 Tax Act. The Fund's investment
program and the tax treatment of Fund distributions may be affected by IRS
interpretations of the Code and future changes in tax laws and regulations,
including changes resulting from the "sunset" provisions described above that
would have the effect of repealing the favorable treatment of qualified dividend
income and reimposing the higher tax rates applicable to ordinary income in 2011
unless further legislative action is taken.

    The Fund will inform Common Shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

    Selling Common Shareholders will generally recognize gain or loss in an
amount equal to the difference between the amount realized on the sale and the
Common Shareholder's adjusted tax basis in the Common Shares sold. If the Common
Shares are held as a capital asset, the gain or loss will be a capital gain or
loss. The maximum tax rate applicable to net capital gains recognized by
individuals and other non-corporate taxpayers is (i) the same as the maximum
ordinary income tax rate for gains recognized on the sale of capital assets held
for one year or less (in 2006, 35%), or (ii) 15% for gains recognized on the
sale of capital assets held for more than one year (as well as any capital gain
distributions) (5% for individuals in the 10% or 15% tax brackets). Any loss on
a disposition of Common Shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain distributions received
with respect to those Common Shares. For purposes of determining whether Common
Shares have been held for six months or less, the holding period is suspended
for any periods during which the Common Shareholder's risk of loss is diminished
as a result of holding one or more other positions in substantially similar or
related property, or through certain options or short sales. Any loss realized
on a sale or exchange of Common Shares will be disallowed to the extent those
Common Shares are replaced by other Common Shares within a period of 61 days
beginning 30 days before and ending 30 days after the date of disposition of the
Common Shares (whether through the reinvestment of distributions or otherwise).
In that event, the basis of the replacement Common Shares will be adjusted to
reflect the disallowed loss.

    An investor should be aware that, if Common Shares are purchased shortly
before the record date for any taxable distribution (including a capital gain
distribution), the purchase price likely will reflect the value of the
distribution and the investor then would receive a taxable distribution that is
likely to reduce the trading value of such Common Shares, in effect resulting in
a taxable return of some of the purchase price. Taxable distributions to certain
individuals and certain other non-corporate Common Shareholders, including those
who have not provided their correct taxpayer identification number and other
required certifications, may be subject to "backup" federal income tax
withholding at the fourth lowest rate of tax applicable to a single individual
(in 2006, 28%).



                                       48

<PAGE>

    An investor should also be aware that the benefits of the reduced tax rate
applicable to long-term capital gains and qualified dividend income may be
impacted by the application of the alternative minimum tax to individual
shareholders.

    The foregoing briefly summarizes some of the important federal income tax
consequences to Common Shareholders of investing in Common Shares, reflects the
federal tax law as of the date of this Prospectus, and does not address special
tax rules applicable to certain types of investors, such as corporate and
foreign investors. A more complete discussion of the tax rules applicable to the
Fund and the Common Shareholders can be found in the Statement of Additional
Information that is incorporated by reference into this Prospectus. Unless
otherwise noted, this discussion assumes that an investor is a United States
person and holds Common Shares as a capital asset. This discussion is based upon
current provisions of the Code, the regulations promulgated thereunder, and
judicial and administrative ruling authorities, all of which are subject to
change or differing interpretations by the courts or the IRS retroactively or
prospectively. Investors should consult their tax advisors regarding other
federal, state or local tax considerations that may be applicable in their
particular circumstances, as well as any proposed tax law changes. The Fund has
not received a formal opinion of tax counsel. However, the Adviser previously
received an opinion from special tax counsel with respect to certain tax matters
presented by the Fund in connection with the offering of another similar closed-
end fund managed by the Adviser and has been informed by such counsel that there
have not been intervening changes in the law relating to these matters.

                           DIVIDEND REINVESTMENT PLAN

    Pursuant to the Fund's dividend reinvestment plan (the "Plan"), unless a
Common Shareholder elects to receive distributions in cash, all distributions
(including capital gain dividends) will be automatically reinvested in Common
Shares.

    PFPC Inc. (the "Plan Agent") serves as agent for the Common Shareholders in
administering the Plan. Common Shareholders who elect not to participate in the
Plan will receive all Fund distributions in cash paid by check mailed directly
to the Common Shareholder of record (or, if the Common Shares are held in street
or other nominee name, then to the nominee) by PFPC Inc., as disbursing agent.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by written notice if received by the Plan
Agent prior to any distribution record date.

    Common Shares will be acquired by the Plan Agent or an independent broker-
dealer for the participants' accounts, depending upon the circumstances
described below, either (i) through receipt of additional previously authorized
but unissued Common Shares from the Fund ("newly issued Common Shares") or (ii)
by purchase of outstanding Common Shares on the open market ("open-market
purchases") on the New York Stock Exchange or elsewhere. If, on the payment date
for the distribution, the net asset value per Common Share is equal to or less
than the market price per Common Share plus estimated brokerage commissions
(such condition being referred to herein as "market premium"), the Plan Agent
will invest the distribution amount in newly issued Common Shares on behalf of
the participants. The number of newly issued Common Shares to be credited to
each participant's account will be determined by dividing the dollar amount of
the distribution by the net asset value per Common Share on the date the Common
Shares are issued, provided that the maximum discount from the then current
market price per Common Share on the date of issuance may not exceed 5%. If on
the distribution payment date the net asset value per Common Share is greater
than the market value plus estimated brokerage commissions (such condition being
referred to herein as "market discount"), the Plan Agent will invest the
distribution amount in Common Shares acquired on behalf of the participants in
open-market purchases.

    In the event of a market discount on the distribution payment date, the Plan
Agent will have up to 30 days after the distribution payment date to invest the
distribution amount in Common Shares acquired in open-market purchases. If,
before the Plan Agent has completed its open-market purchases, the market price
of a Common Share exceeds the net asset value per Common Share, the average per
Common Share purchase price paid by the Plan Agent could exceed the net asset
value of the Fund's Common Shares,


                                       49

<PAGE>

resulting in the acquisition of fewer Common Shares than if the distribution had
been paid in newly issued Common Shares on the distribution payment date.
Therefore, the Plan provides that if the Plan Agent is unable to invest the full
distribution amount in open-market purchases during the purchase period or if
the market discount shifts to a market premium during the purchase period, the
Plan Agent will cease making open-market purchases and will invest the
uninvested portion of the distribution amount in newly issued Common Shares.

    The Plan Agent maintains all Common Shareholders' accounts in the Plan and
furnishes written confirmation of all transactions in the accounts, including
information needed by Common Shareholders for tax records. Common Shares in the
account of each Plan participant will be held by the Plan Agent on behalf of the
Plan participant, and each Common Shareholder's proxy will include those Common
Shares purchased or received pursuant to the Plan. The Plan Agent will forward
all proxy solicitation materials to participants and vote proxies for Common
Shares held pursuant to the Plan in accordance with the instructions of the
participants. In the case of Common Shareholders such as banks, brokers or
nominees that hold Common Shares for others who are the beneficial owners, the
Plan Agent will administer the Plan on the basis of the number of Common Shares
certified from time to time by the record Common Shareholder's name and held for
the account of beneficial owners who participate in the Plan.

    There will be no brokerage charges with respect to Common Shares issued
directly by the Fund as a result of distributions payable either in Common
Shares or in cash. However, each Plan participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's open-market
purchases in connection with the reinvestment of distributions.

    Common Shareholders participating in the Plan may receive benefits not
available to Common Shareholders not participating in the Plan. If the market
price (plus commissions) of the Fund's Common Shares is above their net asset
value, participants in the Plan will receive Common Shares of the Fund purchased
at a discount to market price and having a current value that exceeds the cash
distributions they would have otherwise received on their Common Shares. If the
market price (plus commissions) of the Fund's Common Shares is below their net
asset value, Plan participants will receive Common Shares with a net asset value
that exceeds the cash distributions they would have otherwise received on their
Common Shares. There may, however, be insufficient Common Shares available in
the market at prices below net asset value to satisfy the Plan's requirements,
in which case the Plan Agent will acquire newly issued Common Shares. Also,
since the Fund does not redeem its Common Shares, the price on resale of Common
Shares may be more or less than their net asset value.

    Experience under the Plan may indicate that changes are desirable.
Accordingly, upon 30 days' notice to Plan participants, the Fund reserves the
right to amend or terminate the Plan. A Plan participant will be charged a $5.00
service charge and pay brokerage charges whenever he or she directs the Plan
Agent to sell Common Shares held in a distribution reinvestment account.

    All correspondence concerning the Plan should be directed to the Plan Agent
at PFPC Inc., P.O. Box 43027, Providence, Rhode Island 02940-3027. Please call
1-800-331-1710 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time if you
have questions regarding the Plan.

                        DESCRIPTION OF CAPITAL STRUCTURE

    The Fund is an unincorporated business trust established under the laws of
The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
and filed with the Secretary of The Commonwealth on October 5, 2005 (the
"Declaration of Trust"). The Declaration of Trust provides that the Board may
authorize separate classes of shares of beneficial interest. The Board has
authorized an unlimited number of Common Shares. The Fund intends to hold annual
meetings of Common Shareholders in compliance with the requirements of the New
York Stock Exchange.



                                       50

<PAGE>

COMMON SHARES

    The Declaration of Trust permits the Fund to issue an unlimited number of
full and fractional common shares of beneficial interest, $.01 par value per
share. Each Common Share represents an equal proportionate interest in the
assets of the Fund with each other Common Share in the Fund. Holders of Common
Shares will be entitled to the payment of distributions when, as and if declared
by the Board. The 1940 Act or the terms of any future borrowings or issuance of
preferred shares may limit the payment of distributions to the holders of Common
Shares. Each whole Common Share shall be entitled to one vote as to matters on
which it is entitled to vote pursuant to the terms of the Declaration of Trust
on file with the Securities and Exchange Commission. Upon liquidation of the
Fund, after paying or adequately providing for the payment of all liabilities of
the Fund and the liquidation preference with respect to any outstanding
preferred shares, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Board may distribute
the remaining assets of the Fund among the holders of the Common Shares. The
Declaration of Trust provides that Common Shareholders are not liable for any
liabilities of the Fund, and requires inclusion of a clause to that effect in
agreements entered into by the Fund and, in coordination with the Fund's By-
laws, indemnifies shareholders against any such liability. Although shareholders
of an unincorporated business trust established under Massachusetts law may, in
certain limited circumstances, be held personally liable for the obligations of
the business trust as though they were general partners, the provisions of the
Fund's Declaration of Trust and By-laws described in the foregoing sentence make
the likelihood of such personal liability remote.

    The Fund has no current intention to issue preferred shares or to borrow
money. However, if at some future time there are any borrowings or preferred
shares outstanding, the Fund may not be permitted to declare any cash
distribution on its Common Shares, unless at the time of such declaration, (i)
all accrued distributions on preferred shares or accrued interest on borrowings
have been paid and (ii) the value of the Fund's total assets (determined after
deducting the amount of such distribution), less all liabilities and
indebtedness of the Fund not represented by senior securities, is at least 300%
of the aggregate amount of such securities representing indebtedness and at
least 200% of the aggregate amount of securities representing indebtedness plus
the aggregate liquidation value of the outstanding preferred shares. In addition
to the requirements of the 1940 Act, the Fund may be required to comply with
other asset coverage requirements as a condition of the Fund obtaining a rating
of preferred shares from a nationally recognized statistical rating agency (a
"Rating Agency"). These requirements may include an asset coverage test more
stringent than under the 1940 Act. This limitation on the Fund's ability to make
distributions on its Common Shares could in certain circumstances impair the
ability of the Fund to maintain its qualification for taxation as a regulated
investment company for federal income tax purposes. If the Fund were in the
future to issue preferred shares or borrow money, it would intend, however, to
the extent possible to purchase or redeem preferred shares or reduce borrowings
from time to time to maintain compliance with such asset coverage requirements
and may pay special distributions to the holders of the preferred shares in
certain circumstances in connection with any potential impairment of the Fund's
status as a regulated investment company. Depending on the timing of any such
redemption or repayment, the Fund may be required to pay a premium in addition
to the liquidation preference of the preferred shares to the holders thereof.

    The Fund has no present intention of offering additional Common Shares,
except as described herein. Other offerings of its Common Shares, if made, will
require approval of the Board. Any additional offering will not be sold at a
price per Common Share below the then current net asset value (exclusive of
underwriting discounts and commissions) except in connection with an offering to
existing Common Shareholders or with the consent of a majority of the Fund's
outstanding Common Shares. The Common Shares have no preemptive rights.

    The Fund generally will not issue Common Share certificates. However, upon
written request to the Fund's transfer agent, a share certificate will be issued
for any or all of the full Common Shares credited to an investor's account.
Common Share certificates that have been issued to an investor may be returned
at any time.



                                       51

<PAGE>

REPURCHASE OF COMMON SHARES AND OTHER METHODS TO ADDRESS POTENTIAL DISCOUNT

    Because shares of closed-end management investment companies frequently
trade at a discount to their net asset values, the Board has determined that
from time to time it may be in the interest of Common Shareholders for the Fund
to take corrective actions to reduce trading discounts in the Common Shares. The
Board, in consultation with Eaton Vance, will review at least annually the
possibility of open market repurchases and/or tender offers for the Common
Shares and will consider such factors as the market price of the Common Shares,
the net asset value of the Common Shares, the liquidity of the assets of the
Fund, the effect on the Fund's expenses, whether such transactions would impair
the Fund's status as a regulated investment company or result in a failure to
comply with applicable asset coverage requirements, general economic conditions
and such other events or conditions that may have a material effect on the
Fund's ability to consummate such transactions. There are no assurances that the
Board will, in fact, decide to undertake either of these actions or, if
undertaken, that such actions will result in the Common Shares trading at a
price equal to or approximating their net asset value. The Board, in
consultation with Eaton Vance, may from time to time review other possible
actions to reduce trading discounts in the Common Shares.

PREFERRED SHARES

    The Fund has no current intention of issuing any shares other than the
Common Shares. However, the Declaration of Trust authorizes the issuance of an
unlimited number of shares of beneficial interest with preference rights (the
"preferred shares") in one or more series, with rights as determined by the
Board, by action of the Board without the approval of the Common Shareholders.

    Under the requirements of the 1940 Act, the Fund must, immediately after the
issuance of any preferred shares, have an "asset coverage" of at least 200%.
Asset coverage means the ratio which the value of the total assets of the Fund,
less all liabilities and indebtedness not represented by senior securities (as
defined in the 1940 Act), bears to the aggregate amount of senior securities
representing indebtedness of the Fund, if any, plus the aggregate liquidation
preference of the preferred shares. If the Fund seeks a rating for preferred
shares, asset coverage requirements in addition to those set forth in the 1940
Act may be imposed. The liquidation value of any preferred shares would be
expected to equal their aggregate original purchase price plus redemption
premium, if any, together with any accrued and unpaid distributions thereon (on
a cumulative basis), whether or not earned or declared. The terms of any
preferred shares, including their distribution rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board (subject
to applicable law and the Fund's Declaration of Trust) if and when it authorizes
preferred shares. The Fund may issue preferred shares that provide for the
periodic redetermination of the distribution rate at relatively short intervals
through an auction or remarketing procedure, although the terms of such
preferred shares may also enable the Fund to lengthen such intervals. At times,
the distribution rate as redetermined on any preferred shares could exceed the
Fund's return after expenses on the investment of proceeds from the preferred
shares and the Fund's leveraged capital structure would result in a lower rate
of return to Common Shareholders than if the Fund were not so structured.

    In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Fund, the terms of any preferred shares may entitle the
holders of preferred shares to receive a preferential liquidating distribution
(expected to equal the original purchase price per share plus redemption
premium, if any, together with accrued and unpaid dividends, whether or not
earned or declared and on a cumulative basis) before any distribution of assets
is made to Common Shareholders. After payment of the full amount of the
liquidating distribution to which they are entitled, the preferred shareholders
would not be entitled to any further participation in any distribution of assets
by the Fund. Holders of preferred shares, voting as a class, would be entitled
to elect two of the Fund's Trustees, if any preferred shares are issued. Under
the 1940 Act, if at any time dividends on the preferred shares are unpaid in an
amount equal to two full years' dividends thereon, the holders of all
outstanding preferred shares, voting as a class, will be entitled to elect a
majority of the Board until all dividends in default have been paid or declared
and set apart for payment. In addition, if required by a Rating Agency rating
the preferred shares or if the Board determines it to be


                                       52

<PAGE>

in the best interests of the Common Shareholders, issuance of the preferred
shares may result in more restrictive provisions than required under the 1940
Act. In this regard, holders of preferred shares may, for example, be entitled
to elect a majority of the Fund's Board if only one dividend on the preferred
shares is in arrears.

    In the event of any future issuance of preferred shares, the Fund likely
would seek a credit rating for such preferred shares from a Rating Agency. In
such event, as long as preferred shares are outstanding, the composition of its
portfolio will reflect guidelines established by such Rating Agency. Based on
previous guidelines established by Rating Agencies for the securities of other
issuers, the Fund anticipates that the guidelines with respect to any preferred
shares would establish a set of tests for portfolio composition and asset
coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act. Although no assurance can be given
as to the nature or extent of the guidelines that may be imposed in connection
with obtaining a rating of any preferred shares, the Fund anticipates that such
guidelines would include asset coverage requirements that are more restrictive
than those under the 1940 Act, restrictions on certain portfolio investments and
investment practices and certain mandatory redemption requirements relating to
any preferred shares. No assurance can be given that the guidelines actually
imposed with respect to any preferred shares by a Rating Agency would be more or
less restrictive than those described in this Prospectus.

CREDIT FACILITY/COMMERCIAL PAPER PROGRAM

    The Fund has no current intention to borrow money for the purpose of
obtaining investment leverage. If, in the future, the Fund determines to engage
in investment leverage using borrowings, the Fund may enter into definitive
agreements with respect to a credit facility/commercial paper program or other
borrowing program, pursuant to which the Fund would expect to be entitled to
borrow up to a specified amount. Any such borrowings would constitute financial
leverage. Borrowings under such a facility/commercial paper program would not be
expected to be convertible into any other securities of the Fund. Outstanding
amounts would be expected to be prepayable by the Fund prior to final maturity
without significant penalty, and no sinking fund or mandatory retirement
provisions would be expected to apply. Outstanding amounts would be payable at
maturity or such earlier times as required by the agreement. The Fund may be
required to prepay outstanding amounts under the facility/program or incur a
penalty rate of interest in the event of the occurrence of certain events of
default. The Fund would be expected to indemnify the lenders under the
facility/program against liabilities they may incur in connection with the
facility/program.

    In addition, the Fund expects that any such credit facility/program would
contain covenants that, among other things, likely would limit the Fund's
ability to pay distributions in certain circumstances, incur additional debt,
change its fundamental investment policies and engage in certain transactions,
including mergers and consolidations, and may require asset coverage ratios in
addition to those required by the 1940 Act. The Fund may be required to pledge
its assets and to maintain a portion of its assets in cash or high-grade
securities as a reserve against interest or principal payments and expenses. The
Fund expects that any credit facility/program would have customary covenant,
negative covenant and default provisions. There can be no assurance that the
Fund will enter into an agreement for a credit facility/program on terms and
conditions representative of the foregoing, or that additional material terms
will not apply. In addition, if entered into, any such credit facility/program
may in the future be replaced or refinanced by one or more credit facilities
having substantially different terms or by the issuance of preferred shares or
debt securities.

EFFECTS OF POSSIBLE FUTURE LEVERAGE

    As discussed above, the Fund has no current intention to issue preferred
shares or to borrow money for the purpose of obtaining investment leverage. In
the event that the Fund determines in the future to utilize investment leverage,
there can be no assurance that such a leveraging strategy would be successful
during any period in which it is employed. Leverage creates risks for Common
Shareholders, including the likelihood of greater volatility of net asset value
and market price of the Common Shares and the risk that


                                       53

<PAGE>

fluctuations in distribution rates on any preferred shares or fluctuations in
borrowing costs may affect the return to Common Shareholders. To the extent that
amounts available for distribution derived from securities purchased with the
proceeds of leverage exceed the cost of such leverage, the Fund's distributions
would be greater than if leverage had not been used. Conversely, if the amounts
available for distribution derived from securities purchased with leverage
proceeds are not sufficient to cover the cost of leverage, distributions to
Common Shareholders would be less than if leverage had not been used. In the
latter case, Eaton Vance, in its best judgment, may nevertheless determine to
maintain the Fund's leveraged position if it deems such action to be
appropriate. The costs of an offering of preferred shares and/or a borrowing
program would be borne by Common Shareholders and consequently would result in a
reduction of the net asset value of Common Shares. See "Risk
Factors -- Financial Leverage Risk."

    In addition, the fee paid to Eaton Vance will be calculated on the basis of
the Fund's average daily gross assets, including proceeds from the issuance of
preferred shares and/or borrowings, so the fees would be higher if leverage is
utilized. In this regard, holders of preferred shares would not bear the
investment advisory fee. Rather, Common Shareholders would bear the portion of
the investment advisory fee attributable to the assets purchased with the
proceeds of the preferred shares offering. See "Risk Factors -- Financial
Leverage Risk."

ANTI-TAKEOVER PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST

    The Declaration of Trust includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the Fund
or to change the composition of its Board and could have the effect of depriving
Common Shareholders of an opportunity to sell their Common Shares at a premium
over prevailing market prices by discouraging a third party from seeking to
obtain control of the Fund. These provisions may have the effect of discouraging
attempts to acquire control of the Fund, which attempts could have the effect of
increasing the expenses of the Fund and interfering with the normal operation of
the Fund. The Board is divided into three classes, with the term of one class
expiring at each annual meeting of shareholders. At each annual meeting, one
class of Trustees is elected to a three-year term. This provision could delay
for up to two years the replacement of a majority of the Board. A Trustee may be
removed from office only for cause by a written instrument signed by the
remaining Trustees or by a vote of the holders of at least two-thirds of the
class of shares of the Fund that elected such Trustee and are entitled to vote
on the matter.

    In addition, the Declaration of Trust requires the favorable vote of the
holders of at least 75% of the outstanding shares of each class of the Fund,
voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates, unless the Board shall by resolution have approved a memorandum of
understanding with such holders, in which case normal voting requirements would
be in effect. For purposes of these provisions, a 5%-or-greater holder of a
class of shares (a "Principal Shareholder") refers to any person who, whether
directly or indirectly and whether alone or together with its affiliates and
associates, beneficially owns 5% or more of the outstanding shares of any class
of beneficial interest of the Fund. The transactions subject to these special
approval requirements are: (i) the merger or consolidation of the Fund or any
subsidiary of the Fund with or into any Principal Shareholder; (ii) the issuance
of any securities of the Fund to any Principal Shareholder for cash; (iii) the
sale, lease or exchange of all or any substantial part of the assets of the Fund
to any Principal Shareholder (except assets having an aggregate fair market
value of less than $1,000,000, aggregating for the purpose of such computation
all assets sold, leased or exchanged in any series of similar transactions
within a twelve-month period); or (iv) the sale, lease or exchange to the Fund
or any subsidiary thereof, in exchange for securities of the Fund, of any assets
of any Principal Shareholder (except assets having an aggregate fair market
value of less than $1,000,000, aggregating for the purposes of such computation
all assets sold, leased or exchanged in any series of similar transactions
within a twelve-month period).

    The Board has determined that provisions with respect to the Board and the
75% voting requirements described above, which voting requirements are greater
than the minimum requirements under Massachusetts law or the 1940 Act, are in
the best interest of Common Shareholders generally. Reference should be


                                       54

<PAGE>

made to the Declaration of Trust on file with the Securities and Exchange
Commission for the full text of these provisions.

CONVERSION TO OPEN-END FUND

    The Fund may be converted to an open-end management investment company at
any time if approved by the lesser of (i) two-thirds or more of the Fund's then
outstanding Common Shares and preferred shares (if any), each voting separately
as a class, or (ii) more than 50% of the then outstanding Common Shares and
preferred shares (if any), voting separately as a class if such conversion is
recommended by at least 75% of the Trustees then in office. If approved in the
foregoing manner, conversion of the Fund could not occur until 90 days after the
shareholders' meeting at which such conversion was approved and would also
require at least 30 days' prior notice to all shareholders. Conversion of the
Fund to an open-end management investment company also would require the
redemption of any outstanding preferred shares and could require the repayment
of borrowings, which would eliminate any future leveraged capital structure of
the Fund with respect to the Common Shares. In the event of conversion, the
Common Shares would cease to be listed on the New York Stock Exchange or other
national securities exchange or market system. The Board believes that the
closed-end structure is desirable, given the Fund's investment objectives and
policies. Investors should assume, therefore, that it is unlikely that the Board
would vote to convert the Fund to an open-end management investment company.
Shareholders of an open-end management investment company may require the
company to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
the Fund were to convert to an open-end investment company, the Fund expects it
would pay all such redemption requests in cash, but would likely reserve the
right to pay redemption requests in a combination of cash or securities. If such
partial payment in securities were made, investors may incur brokerage costs in
converting such securities to cash. If the Fund were converted to an open-end
fund, it is likely that new Common Shares would be sold at net asset value plus
a sales load.



                                       55

<PAGE>

                                  UNDERWRITING

    Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., UBS Securities
LLC, and A.G. Edwards & Sons, Inc. are acting as the representatives of the
underwriters ("Underwriter") named below. Subject to the terms and conditions
stated in the underwriting agreement, dated the date of this prospectus, each
Underwriter named below has agreed to purchase, and the Fund has agreed to sell
to that Underwriter, the number of Common Shares set forth opposite the
Underwriter's name.


<Table>
<Caption>
                                                             NUMBER OF
UNDERWRITERS                                               COMMON SHARES
------------                                               -------------

<S>                                                        <C>

Wachovia Capital Markets, LLC............................
Citigroup Global Markets Inc. ...........................
UBS Securities LLC.......................................
A.G. Edwards & Sons, Inc. ...............................
Robert W. Baird & Co. Incorporated.......................
Banc of America Securities LLC...........................
BB&T Capital Markets, a division of Scott & Stringfellow,
  Inc. ..................................................
Ferris, Baker Watts, Incorporated........................
H&R Block Financial Advisors, Inc. ......................
J.J.B. Hilliard, W.L. Lyons, Inc. .......................
Janney Montgomery Scott LLC..............................
KeyBanc Capital Markets, a division of McDonald
  Investments Inc. ......................................
Morgan Keegan & Company, Inc. ...........................
Oppenheimer & Co. Inc. ..................................
Raymond James & Associates, Inc. ........................
RBC Capital Markets Corporation..........................
Ryan Beck & Co., Inc. ...................................
Stephens Inc. ...........................................
Stifel, Nicolaus & Company, Incorporated.................
SunTrust Capital Markets, Inc. ..........................
Wedbush Morgan Securities Inc. ..........................
Wells Fargo Securities, LLC..............................

  Total..................................................


</Table>


    The underwriting agreement provides that the obligations of the Underwriters
to purchase the Common Shares included in this offering are subject to approval
of legal matters by counsel and to other conditions. The Underwriters are
obligated to purchase all the Common Shares (other than those covered by the
over-allotment option described below) shown in the table above if any of the
Common Shares are purchased.

    The Underwriters propose to offer some of the Common Shares directly to the
public at the public offering price set forth on the cover page of this
prospectus and some of the Common Shares to dealers at the public offering price
less a concession not to exceed $      per share. The sales load the Fund will
pay of $0.90 per share is equal to 4.5% of the initial public offering price.
The Underwriters may allow, and dealers may reallow, a concession not to exceed
$      per share on sales to other dealers. If all of the Common Shares are not
sold at the initial public offering price, the representatives may change the
public offering price and other selling terms. Investors must pay for any Common
Shares purchased on or before            , 2006. The representatives have
advised the Fund that the Underwriters do not intend to confirm any sales to any
accounts over which they exercise discretionary authority.

    The Adviser (and not the Fund) has agreed to pay to Wachovia Capital
Markets, LLC, from its own assets, a structuring fee for advice relating to the
structure, design and organization of the Fund as well as services related to
the sale and distribution of the Fund's Common Shares in the amount of $     .
The structuring fee paid to Wachovia Capital Markets, LLC will not exceed
0.     % of the total public offering price of the Common Shares sold in this
offering.



                                       56

<PAGE>

    The Adviser (and not the Fund) has agreed to pay to Citigroup Global Markets
Inc., from its own assets, a structuring fee for advice relating to the
structure, design and organization of the Fund as well as services related to
the sale and distribution of the Fund's Common Shares in the amount of
$          . The structuring fee paid to Citigroup Global Markets Inc. will not
exceed 0.  % of the total public offering price of the Common Shares sold in
this offering.

    The Adviser (and not the Fund) has agreed to pay to UBS Securities LLC, from
its own assets, a structuring fee for certain financial advisory services in
assisting the Adviser in structuring and organizing the Fund in the amount of
$          . The structuring fee paid to UBS Securities LLC will not exceed
0.  % of the total public offering price of the Common Shares sold in this
offering.

    The Adviser (and not the Fund) has agreed to pay to from its own assets
additional compensation to A.G. Edwards & Sons, Inc. and            (the
"Qualifying Underwriters") an annual fee of      % and      %, respectively, of
the Fund's average daily gross assets attributable to Shares sold by such
Qualifying Underwriters (including a proportionate share of assets that may in
the future be acquired using leverage). The sum of these fees will not exceed
     % of the total initial price to public of the Shares offered hereby and
will be payable in arrears at the end of each calendar quarter during the
continuance of the Advisory Agreement or other advisory agreement between the
Adviser and the Fund. The Adviser (and not the Fund) may also pay certain
qualifying Underwriters a marketing and structuring fee, a sales incentive fee,
or additional compensation in connection with the offering.

    The total amount of the underwriter compensation payments described above
will not exceed 4.5% of the total public offering price of the shares offered
hereby. The sum total of all compensation to the Underwriters in connection with
this public offering of Common Shares, including sales load and all forms of
additional compensation or structuring or sales incentive fee payments to the
Underwriters and other expenses, will be limited to not more than 9.0% of the
total public offering price of the Common Shares sold in this offering.

    The Fund has granted to the Underwriters an option, exercisable for 45 days
from the date of this prospectus, to purchase up to            additional Common
Shares at the public offering price less the sales load. The Underwriters may
exercise the option solely for the purpose of covering over-allotments, if any,
in connection with this offering. To the extent such option is exercised, each
Underwriter must purchase a number of additional Common Shares approximately
proportionate to that Underwriter's initial purchase commitment.

    The Fund has agreed that, for a period of 180 days from the date of this
Prospectus, it will not, without the prior written consent of Wachovia Capital
Markets, LLC, on behalf of the Underwriters, dispose of or hedge any Common
Shares or any securities convertible into or exchangeable for Common Shares.
Wachovia Capital Markets, LLC, in its sole discretion, may release any of the
securities subject to these agreements at any time without notice.

    The Underwriters have undertaken to sell Common Shares to a minimum of 2,000
beneficial owners in lots of 100 or more shares to meet the New York Stock
Exchange distribution requirements for trading.

    The Fund's Common Shares have been approved for listing on the New York
Stock Exchange under the symbol "ETY," subject to notice of issuance.

    The following table shows the sales load that the Fund will pay to the
Underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the Underwriters' option to purchase
additional Common Shares.


<Table>
<Caption>
                                                           PAID BY FUND
                                                   ---------------------------
                                                   NO EXERCISE   FULL EXERCISE
                                                   -----------   -------------

<S>                                                <C>           <C>

Per Share........................................     $              $
Total............................................          $              $
</Table>





                                       57

<PAGE>

    The Fund, the Adviser and the Subadviser have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments the Underwriters may be
required to make because of any of those liabilities. Certain Underwriters may
make a market in the Common Shares after trading in the Common Shares has
commenced on the NYSE. No Underwriter, however, is obligated to conduct market-
making activities and any such activities may be discontinued at any time
without notice, at the sole discretion of the Underwriter. No assurance can be
given as to the liquidity of, or the trading market for, the Common Shares as a
result of any market-making activities undertaken by any Underwriter. This
prospectus is to be used by any Underwriter in connection with the offering and,
during the period in which a prospectus must be delivered, with offers and sales
of the Common Shares in market-making transactions in the over-the-counter
market at negotiated prices related to prevailing market prices at the time of
the sale.

    In connection with the offering, Wachovia Capital Markets, LLC, on behalf of
itself and the other Underwriters, may purchase and sell Common Shares in the
open market. These transactions may include short sales, syndicate covering
transactions and stabilizing transactions. Short sales involve syndicate sales
of Common Shares in excess of the number of Common Shares to be purchased by the
Underwriters in the offering, which creates a syndicate short position.
"Covered" short sales are sales of Common Shares made in an amount up to the
number of Common Shares represented by the Underwriters' over-allotment option.
In determining the source of Common Shares to close out the covered syndicate
short position, the Underwriters will consider, among other things, the price of
Common Shares available for purchase in the open market as compared to the price
at which they may purchase Common Shares through the over-allotment option.

    Transactions to close out the covered syndicate short position involve
either purchases of Common Shares in the open market after the distribution has
been completed or the exercise of the over-allotment option. The Underwriters
may also make "naked" short sales of Common Shares in excess of the over-
allotment option. The Underwriters must close out any naked short position by
purchasing Common Shares in the open market. A naked short position is more
likely to be created if the Underwriters are concerned that there may be
downward pressure on the price of Common Shares in the open market after pricing
that could adversely affect investors who purchase in the offering. Stabilizing
transactions consist of bids for or purchases of Common Shares in the open
market while the offering is in progress.

    The Underwriters may impose a penalty bid. Penalty bids allow the
underwriting syndicate to reclaim selling concessions allowed to an underwriter
or a dealer for distributing Common Shares in this offering if the syndicate
repurchases Common Shares to cover syndicate short positions or to stabilize the
purchase price of the Common Shares.

    Any of these activities may have the effect of preventing or retarding a
decline in the market price of Common Shares. They may also cause the price of
Common Shares to be higher than the price that would otherwise exist in the open
market in the absence of these transactions.

    The Underwriters may conduct these transactions on the New York Stock
Exchange or in the over-the-counter market, or otherwise. If the Underwriters
commence any of these transactions, they may discontinue them at any time.

    A prospectus in electronic format may be made available on the websites
maintained by one or more of the Underwriters. Other than the prospectus in
electronic format, the information on any such Underwriter's website is not part
of this prospectus. The representatives may agree to allocate a number of Common
Shares to Underwriters for sale to their online brokerage account holders. The
representatives will allocate Common Shares to Underwriters that may make
Internet distributions on the same basis as other allocations. In addition,
Common Shares may be sold by the Underwriters to securities dealers who resell
Common Shares to online brokerage account holders.

    The Fund anticipates that, from time to time, certain Underwriters may act
as brokers or dealers in connection with the execution of the Fund's portfolio
transactions after they have ceased to be Underwriters and, subject to certain
restrictions, may act as brokers while they are Underwriters.



                                       58

<PAGE>

    Certain Underwriters may, from time to time, engage in transactions with or
perform services for the Adviser, the Subadviser and their affiliates in the
ordinary course of business.

    Prior to the initial public offering of Common Shares, the Adviser purchased
Common Shares from the Fund in an amount satisfying the net worth requirements
of Section 14(a) of the 1940 Act.

    The principal business address of Wachovia Capital Markets, LLC is 375 Park
Avenue, New York, New York 10152. The principal business address of Citigroup
Global Markets Inc. is 388 Greenwich Street, New York, New York 10013. The
principal business address of UBS Securities LLC is 299 Park Avenue, New York,
New York 10171. The principal business address of A.G. Edwards & Sons, Inc. is
One North Jefferson Avenue, St. Louis, Missouri 63103.

                          CUSTODIAN AND TRANSFER AGENT

    Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
Massachusetts 02116 is the custodian of the Fund and will maintain custody of
the securities and cash of the Fund. IBT maintains the Fund's general ledger and
computes net asset value per share daily. IBT also attends to details in
connection with the sale, exchange, substitution, transfer and other dealings
with the Fund's investments and receives and disburses all funds. IBT also
assists in preparation of shareholder reports and the electronic filing of such
reports with the SEC.

    PFPC Inc., P.O. Box 43027, Providence, Rhode Island 02940-3027 is the
transfer agent and dividend disbursing agent of the Fund.

                                 LEGAL OPINIONS

    Certain legal matters in connection with the Common Shares will be passed
upon for the Fund by Kirkpatrick & Lockhart Nicholson Graham LLP, Boston,
Massachusetts, and for the Underwriters by Simpson Thacher & Bartlett LLP, New
York, New York. Simpson Thacher & Bartlett LLP may rely as to certain matters of
Massachusetts law on the opinion of Kirkpatrick & Lockhart Nicholson Graham LLP,
Boston, Massachusetts.

                             REPORTS TO SHAREHOLDERS

    The Fund will send to Common Shareholders unaudited semi-annual and audited
annual reports, including a list of investments held.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Deloitte & Touche LLP, Boston, Massachusetts, is the independent registered
public accounting firm for the Fund and will audit the Fund's financial
statements.

                             ADDITIONAL INFORMATION

    The Prospectus and the Statement of Additional Information do not contain
all of the information set forth in the Registration Statement that the Fund has
filed with the SEC. The complete Registration Statement may be obtained from the
SEC upon payment of the fee prescribed by its rules and regulations. The
Statement of Additional Information can be obtained without charge by calling 1-
800- 225-6265.

    Statements contained in this Prospectus as to the contents of any contract
or other documents referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement of which this Prospectus forms a
part, each such statement being qualified in all respects by such reference.



                                       59

<PAGE>

          TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION



<Table>
<Caption>
                                                                          PAGE
                                                                          ----

<S>                                                                       <C>


Additional investment information and restrictions.....................      2
Trustees and officers..................................................      5
Investment advisory and other services.................................     12
Determination of net asset value.......................................     17
Portfolio trading......................................................     18
Taxes..................................................................     21
Other information......................................................     26
Independent registered public accounting firm..........................     27
Financial statements...................................................     29
Notes to financial statements..........................................     30
Appendix A: Proxy voting policies and procedures.......................    A-1
</Table>




                                       60

<PAGE>

                            THE FUND'S PRIVACY POLICY

    The Eaton Vance organization is committed to ensuring your financial
privacy. Each of the financial institutions identified below has in effect the
following policy ("Privacy Policy") with respect to nonpublic personal
information about its customers:

    - Only such information received from you, through application forms or
      otherwise, and information about your Eaton Vance fund transactions will
      be collected. This may include information such as name, address, social
      security number, tax status, account balances and transactions.

    - None of such information about you (or former customers) will be disclosed
      to anyone, except as permitted by law (which includes disclosure to
      employees necessary to service your account). In the normal course of
      servicing a customer's account, Eaton Vance may share information with
      unaffiliated third parties that perform various required services such as
      transfer agents, custodians and broker/dealers.

    - Policies and procedures (including physical, electronic and procedural
      safeguards) are in place that are designed to protect the confidentiality
      of such information.

    - We reserve the right to change our Privacy Policy at any time upon proper
      notification to you. Customers may want to review our Privacy Policy
      periodically for changes by accessing the link on our homepage:
      www.eatonvance.com.

    Our pledge of privacy applies to the following entities within the Eaton
Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management,
Eaton Vance Investment Counsel, Boston Management and Research, and Eaton Vance
Distributors, Inc.

    In addition, our Privacy Policy only applies to those Eaton Vance customers
who are individuals and who have a direct relationship with us. If a customer's
account (i.e., fund shares) is held in the name of a third-party financial
adviser/broker-dealer, it is likely that only such adviser's privacy policies
apply to the customer. This notice supersedes all previously issued privacy
disclosures.

    For more information about Eaton Vance's Privacy Policy, please call 1-800-
262-1122.



                                       61

<PAGE>

                               (EATON VANCE LOGO)

                             EATON VANCE TAX-MANAGED
                         DIVERSIFIED EQUITY INCOME FUND


                                  -------------

                             PRELIMINARY PROSPECTUS
                                NOVEMBER   , 2006

                                  -------------

                               WACHOVIA SECURITIES
                                    CITIGROUP
                               UBS INVESTMENT BANK
                                  A.G. EDWARDS

                              ROBERT W. BAIRD & CO.
                         BANC OF AMERICA SECURITIES LLC
                              BB&T CAPITAL MARKETS
                               FERRIS, BAKER WATTS
                                  INCORPORATED
                       H&R BLOCK FINANCIAL ADVISORS, INC.
                        J.J.B. HILLIARD, W.L. LYONS, INC.
                           JANNEY MONTGOMERY SCOTT LLC
                             KEYBANC CAPITAL MARKETS
                          MORGAN KEEGAN & COMPANY, INC.
                                OPPENHEIMER & CO.
                                  RAYMOND JAMES
                               RBC CAPITAL MARKETS
                                 RYAN BECK & CO.
                                  STEPHENS INC.
                                 STIFEL NICOLAUS
                           SUNTRUST ROBINSON HUMPHREY
                         WEDBUSH MORGAN SECURITIES INC.
                             WELLS FARGO SECURITIES

                                                                     CE-TMDEIFRH

<PAGE>

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS NOT A PROSPECTUS, IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                        SUBJECT TO COMPLETION NOVEMBER  24, 2006

                       STATEMENT OF ADDITIONAL INFORMATION
                                NOVEMBER   , 2006

             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
(800) 225-6265

                                TABLE OF CONTENTS



<Table>
<Caption>
                                                                          PAGE
                                                                          ----

<S>                                                                       <C>

Additional investment information and restrictions.....................      2
Trustees and officers..................................................      5
Investment advisory and other services.................................     12
Determination of net asset value.......................................     17
Portfolio trading......................................................     18
Taxes..................................................................     21
Other information......................................................     26
Independent registered public accounting firm..........................     27
Financial statements...................................................     29
Notes to financial statements..........................................     30
Appendix A: Proxy voting policies and procedures.......................    A-1
</Table>


    THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE PROSPECTUS OF EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY
INCOME FUND (THE "FUND") DATED NOVEMBER   , 2006 (THE "PROSPECTUS"), AS
SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS
SAI SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE
OBTAINED WITHOUT CHARGE BY CONTACTING YOUR FINANCIAL INTERMEDIARY OR CALLING THE
FUND AT 1-800-225-6265.

<PAGE>

    Capitalized terms used in this SAI and not otherwise defined have the
meanings given them in the Fund's Prospectus.

               ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS

    Primary investment strategies are described in the Prospectus. The following
is a description of the various investment policies that may be engaged in,
whether as a primary or secondary strategy, and a summary of certain attendant
risks. Eaton Vance and the Sub-Adviser may not buy any of the following
instruments or use any of the following techniques unless they believe that
doing so will help to achieve the Fund's investment objectives.

    EQUITY INVESTMENTS.  As described in the Prospectus, the Fund invests
primarily in common stocks.

    PREFERRED STOCKS.  The Fund may invest in preferred stocks of both domestic
and foreign issuers. Under normal market conditions, the Fund expects, with
respect to that portion of its total assets invested in preferred stocks, to
invest only in preferred stocks of investment grade quality as determined by
S&P, Fitch or Moody's or, if unrated, determined to be of comparable quality by
Eaton Vance. The foregoing credit quality policies apply only at the time a
security is purchased, and the Fund is not required to dispose of a security in
the event of a downgrade of an assessment of credit quality or the withdrawal of
a rating. Preferred stocks involve credit risk, which is the risk that a
preferred stock will decline in price, or fail to pay dividends when expected,
because the issuer experiences a decline in its financial status. In addition to
credit risk, investment in preferred stocks involves certain other risks as more
fully described in the Prospectus.

    DERIVATIVE INSTRUMENTS.  In addition to the intended strategy of selling
index call options, the Fund may invest up to 20% of its total assets in other
derivative instruments (which are instruments that derive their value from
another instrument, security or index) acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with the Fund's investment objectives and
policies), provided that no more than 10% of the Fund's total assets (other than
writing call options on futures contracts on securities indices as described in
the prospectus) may be invested in such derivative instruments acquired for non-
hedging purposes. These strategies may be executed through the use of derivative
contracts in the United States or abroad. In the course of pursuing these
investment strategies, the Fund may purchase and sell derivative contracts based
on exchange-listed and equity and fixed-income indices and other instruments;
purchase and sell futures contracts and options thereon; and enter into various
transactions such as swaps, caps, floors or collars. In addition, derivatives
may include new techniques, instruments or strategies that are permitted as
regulatory changes occur. Derivative instruments may be used by the Fund to
enhance returns or as a substitute for the purchase or sale of securities.
Transactions in derivative instruments involve a risk of loss or depreciation
due to unanticipated adverse changes in securities prices, interest rates,
indices or the other financial instruments' prices; the inability to close out a
position; default by the counterparty; imperfect correlation between a position
and the desired hedge; tax constraints on closing out positions; and portfolio
management constraints on securities subject to such transactions. The loss on
derivative instruments (other than purchased options) may substantially exceed
an investment in these instruments. In addition, the entire premium paid for
purchased options may be lost before they can be profitably exercised.
Transaction costs are incurred in opening and closing positions. Derivative
instruments may sometimes increase or leverage exposure to a particular market
risk, thereby increasing price volatility. Over-the-counter ("OTC") derivative
instruments, equity swaps and forward sales of stocks involve an enhanced risk
that the issuer or counterparty will fail to perform its contractual
obligations. Some derivative instruments are not readily marketable or may
become illiquid under adverse market conditions. In addition, during periods of
market volatility, a commodity exchange may suspend or limit trading in an
exchange-traded derivative instrument, which may make the contract temporarily
illiquid and difficult to price. Commodity exchanges may also establish daily
limits on the amount that the price of a futures contract or futures option can
vary from the previous day's settlement price. Once the daily limit is reached,
no trades may be made that day at a price beyond the limit. This may prevent the
closing out of


                                        2

<PAGE>

positions to limit losses. The staff of the SEC takes the position that certain
purchased OTC options, and assets used as cover for certain written OTC options,
are illiquid. The ability to terminate OTC derivative instruments may depend on
the cooperation of the counterparties to such contracts. For thinly traded
derivative instruments, the only source of price quotations may be the selling
dealer or counterparty. In addition, certain provisions of the Internal Revenue
Code of 1986, as amended (the "Code") limit the use of derivative instruments.
The Fund has claimed an exclusion from the definition of a Commodity Pool
Operator ("CPO") under the Commodity Exchange Act and therefore is not subject
to registration or regulation as a CPO. There can be no assurance that the use
of derivative instruments will be advantageous.

    Foreign exchange traded futures contracts and options thereon may be used
only if the Adviser determines that trading on such foreign exchange does not
entail risks, including credit and liquidity risks, that are materially greater
than the risks associated with trading on CFTC-regulated exchanges.

                                   SHORT SALES

    The Fund may sell a security short if it owns at least an equal amount of
the security sold short or another security convertible or exchangeable for an
equal amount of the security sold short without payment of further compensation
(a short sale against-the-box).

    Purchasing securities to close out the short position can itself cause the
price of the securities to rise further, thereby exacerbating the loss. Short-
selling exposes the Fund to unlimited risk with respect to that security due to
the lack of an upper limit on the price to which an instrument can rise.
Although the Fund reserves the right to utilize short sales, the Adviser is
under no obligation to utilize short sales at all.

                               SECURITIES LENDING

    As described in the Prospectus, the Fund may lend a portion of its portfolio
securities to broker-dealers or other institutional borrowers. Loans will be
made only to organizations whose credit quality or claims paying ability is
considered by the Adviser to be at least investment grade. All securities loans
will be collateralized on a continuous basis by cash, cash equivalents (such as
money market instruments) or other liquid securities held by the custodian and
maintained in an amount at least equal to the market value of the securities
loaned. The Fund may receive loan fees in connection with loans that are
collateralized by securities or on loans of securities for which there is
special demand. The Fund may also seek to earn income on securities loans by
reinvesting cash collateral in securities consistent with its investment
objectives and policies, seeking to invest at rates that are higher than the
"rebate" rate that it normally will pay to the borrower with respect to such
cash collateral. Any such reinvestment will be subject to the investment
policies, restrictions and risk considerations described in the Prospectus and
in this SAI.

    Securities loans may result in delays in recovering, or a failure of the
borrower to return, the loaned securities. The defaulting borrower ordinarily
would be liable to the Fund for any losses resulting from such delays or
failures, and the collateral provided in connection with the loan normally would
also be available for that purpose. Securities loans normally may be terminated
by either the Fund or the borrower at any time. Upon termination and the return
of the loaned securities, the Fund would be required to return the related cash
or securities collateral to the borrower and it may be required to liquidate
longer term portfolio securities in order to do so. To the extent that such
securities have decreased in value, this may result in the Fund realizing a loss
at a time when it would not otherwise do so. The Fund also may incur losses if
it is unable to reinvest cash collateral at rates higher than applicable rebate
rates paid to borrowers and related administrative costs. These risks are
substantially the same as those incurred through investment leverage and will be
subject to the investment policies, restrictions and risk considerations
described in the Prospectus and in this SAI.

    The Fund will receive amounts equivalent to any interest or other
distributions paid on securities while they are on loan, and the Fund will not
be entitled to exercise voting or other beneficial rights on


                                        3

<PAGE>

loaned securities. The Fund will exercise its right to terminate loans and
thereby regain these rights whenever the Adviser considers it to be in the
Fund's interest to do so, taking into account the related loss of reinvestment
income and other factors.

                              TEMPORARY INVESTMENTS

    The Fund may invest temporarily in cash or cash equivalents. Cash
equivalents are highly liquid, short-term securities such as commercial paper,
time deposits, certificates of deposit, short-term notes and short-term United
States government obligations.

                             INVESTMENT RESTRICTIONS

    The following investment restrictions of the Fund are designated as
fundamental policies and as such cannot be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities, which as used
in this SAI means the lesser of (a) 67% of the shares of the Fund present or
represented by proxy at a meeting if the holders of more than 50% of the
outstanding shares are present or represented at the meeting or (b) more than
50% of outstanding shares of the Fund. As a matter of fundamental policy, the
Fund may not:

       (1) Borrow money, except as permitted by the Investment Company Act of
    1940, as amended (the "1940 Act"). The 1940 Act currently requires that any
    indebtedness incurred by a closed-end investment company have an asset
    coverage of at least 300%;

       (2) Issue senior securities, as defined in the 1940 Act, other than (i)
    preferred shares which immediately after issuance will have asset coverage
    of at least 200%, (ii) indebtedness which immediately after issuance will
    have asset coverage of at least 300%, or (iii) the borrowings permitted by
    investment restriction (1) above. The 1940 Act currently defines "senior
    security" as any bond, debenture, note or similar obligation or instrument
    constituting a security and evidencing indebtedness and any stock of a class
    having priority over any other class as to distribution of assets or payment
    of dividends. Debt and equity securities issued by a closed-end investment
    company meeting the foregoing asset coverage provisions are excluded from
    the general 1940 Act prohibition on the issuance of senior securities;

       (3) Purchase securities on margin (but the Fund may obtain such short-
    term credits as may be necessary for the clearance of purchases and sales of
    securities). The purchase of investment assets with the proceeds of a
    permitted borrowing or securities offering will not be deemed to be the
    purchase of securities on margin;

       (4) Underwrite securities issued by other persons, except insofar as it
    may technically be deemed to be an underwriter under the Securities Act of
    1933, as amended, in selling or disposing of a portfolio investment;

       (5) Make loans to other persons, except by (a) the acquisition of loans,
    loan interests, debt securities and other obligations in which the Fund is
    authorized to invest in accordance with its investment objectives and
    policies, (b) entering into repurchase agreements and (c) lending its
    portfolio securities;

       (6) Purchase or sell real estate, although it may purchase and sell
    securities which are secured by interests in real estate and securities of
    issuers which invest or deal in real estate. The Fund reserves the freedom
    of action to hold and to sell real estate acquired as a result of the
    ownership of securities;

       (7) Purchase or sell physical commodities or contracts for the purchase
    or sale of physical commodities. Physical commodities do not include futures
    contracts with respect to securities, securities indices, currency or other
    financial instruments;



                                        4

<PAGE>

       (8) With respect to 75% of its total assets, invest more than 5% of its
    total assets in the securities of a single issuer or purchase more than 10%
    of the outstanding voting securities of a single issuer, except obligations
    issued or guaranteed by the U.S. government, its agencies or
    instrumentalities and except securities of other investment companies; and

       (9) Invest 25% or more of its total assets in any single industry (other
    than securities issued or guaranteed by the U.S. government or its agencies
    or instrumentalities).

    In regard to 5(c), the value of the securities loaned by the Fund may not
exceed 33 1/3% of its total assets.

    The Fund may borrow money as a temporary measure for extraordinary or
emergency purposes, including the payment of dividends and the settlement of
securities transactions which otherwise might require untimely dispositions of
Fund securities. The 1940 Act currently requires that the Fund have 300% asset
coverage with respect to all borrowings other than temporary borrowings.

    For purposes of construing restriction (9), securities of the U.S.
Government, its agencies, or instrumentalities are not considered to represent
industries. Municipal obligations backed by the credit of a governmental entity
are also not considered to represent industries.

    The Fund has adopted the following nonfundamental investment policy which
may be changed by the Board without approval of the Fund's shareholders. As a
matter of nonfundamental policy, the Fund may not make short sales of securities
or maintain a short position, unless at all times when a short position is open
the Fund either owns an equal amount of such securities or owns securities
convertible into or exchangeable, without payment of any further consideration,
for securities of the same issue as, and equal in amount to, the securities sold
short.

    Upon the Board's approval, the Fund may invest more than 10% of its total
assets in one or more other management investment companies (or may invest in
affiliated investment companies) to the extent permitted by the 1940 Act and
rules thereunder.

    Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's acquisition of such security or
asset. Accordingly, any later increase or decrease resulting from a change in
values, assets or other circumstances or any subsequent rating change made by a
rating service (or as determined by the Adviser if the security is not rated by
a rating agency) will not compel the Fund to dispose of such security or other
asset. Notwithstanding the foregoing, the Fund must always be in compliance with
the borrowing policies set forth above.

                              TRUSTEES AND OFFICERS

    The Trustees of the Fund are responsible for the overall management and
supervision of the affairs of the Fund. The Trustees and officers of the Fund
are listed below. Except as indicated, each individual has held the office shown
or other offices in the same company for the last five years. The "noninterested
Trustees" consist of those Trustees who are not "interested persons" of the
Fund, as that term is defined under the 1940 Act. The business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used in this SAI, "EVC" refers to Eaton Vance Corp.,
"EV" refers to Eaton Vance, Inc., "BMR" refers to Boston Management and
Research, and "EVD" refers to Eaton Vance Distributors Inc. EVC and EV are the
corporate parent and trustee, respectively, of Eaton Vance and BMR. Eaton Vance
has engaged Rampart Investment Management Company, Inc. ("Rampart" or the "Sub-
Adviser") to serve as sub-adviser to the Fund to provide advice on and execution
of the construction of the Fund's equity portfolio and options strategy,
pursuant to an investment sub-advisory agreement (the "Sub-Advisory


                                        5

<PAGE>

Agreement") between the Adviser and Rampart. Each officer of Eaton Vance may
hold a position with other Eaton Vance affiliates that is comparable to his or
her position with Eaton Vance listed below.


<Table>
<Caption>
                                                                                              NUMBER OF
                                                                           PRINCIPAL        PORTFOLIOS IN
                                                 TERM OF OFFICE          OCCUPATION(S)       FUND COMPLEX           OTHER
NAME AND                    POSITION(S)            AND LENGTH          DURING PAST FIVE      OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH              WITH THE FUND           OF SERVICE                YEARS            TRUSTEE(1)            HELD
-------------          --------------------   --------------------   --------------------   -------------   --------------------

<S>                    <C>                    <C>                    <C>                    <C>             <C>

INTERESTED TRUSTEE
James B. Hawkes        Trustee and Vice       Since 10/5/05          Chairman, and Chief         168        Director of EVC
11/9/41                President              Three Years            Executive Officer of
                                                                     BMR, Eaton Vance,
                                                                     EVC and EV; Director
                                                                     of EV; Vice
                                                                     President and
                                                                     Director of EVD.
                                                                     Trustee and/or
                                                                     officer of 168
                                                                     registered
                                                                     investment companies
                                                                     in the Eaton Vance
                                                                     Fund Complex. Mr.
                                                                     Hawkes is an
                                                                     interested person
                                                                     because of his
                                                                     positions with BMR,
                                                                     Eaton Vance, EVC and
                                                                     EV, which are
                                                                     affiliates of the
                                                                     Fund.
NONINTERESTED
  TRUSTEES
Benjamin C. Esty       Trustee(2)             Since 10/5/05          Roy and Elizabeth           168        None
1/2/63                                        Three Years            Simmons Professor of
                                                                     Business
                                                                     Administration,
                                                                     Harvard University
                                                                     Graduate School of
                                                                     Business
                                                                     Administration
                                                                     (since 2003).
                                                                     Formerly Associate
                                                                     Professor, Harvard
                                                                     University Graduate
                                                                     School of Business
                                                                     Administration
                                                                     (2000-2003)
Samuel L. Hayes, III   Chairman of the        Since 10/5/05          Jacob H. Schiff             168        Director of Tiffany
2/23/35                Board and Trustee(2)   Three Years            Professor of                           & Co. (specialty
                                                                     Investment Banking                     retailer)
                                                                     Emeritus, Harvard
                                                                     University Graduate
                                                                     School of Business
                                                                     Administration.
                                                                     Director of Yakima
                                                                     Products, Inc.
                                                                     (manufacturer of
                                                                     automotive
                                                                     accessories) (since
                                                                     2001) and Director
                                                                     of Telect, Inc.
                                                                     (telecommunication
                                                                     services company).
</Table>


                                        6

<PAGE>

<Table>
<Caption>
                                                                                              NUMBER OF
                                                                           PRINCIPAL        PORTFOLIOS IN
                                                 TERM OF OFFICE          OCCUPATION(S)       FUND COMPLEX           OTHER
NAME AND                    POSITION(S)            AND LENGTH          DURING PAST FIVE      OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH              WITH THE FUND           OF SERVICE                YEARS            TRUSTEE(1)            HELD
-------------          --------------------   --------------------   --------------------   -------------   --------------------

<S>                    <C>                    <C>                    <C>                    <C>             <C>
William H. Park        Trustee(3)             Since 10/5/05          Vice Chairman,              168        None
9/19/47                                       Three Years            Commercial
                                                                     Industrial Finance
                                                                     Corp. (specialty
                                                                     finance company)
                                                                     (since 2005).
                                                                     Formerly, President
                                                                     and Chief Executive
                                                                     Officer, Prizm
                                                                     Capital Management,
                                                                     LLC (investment
                                                                     management firm)
                                                                     (2002-2005).
                                                                     Formerly, Executive
                                                                     Vice President and
                                                                     Chief Financial
                                                                     Officer, United
                                                                     Asset Management
                                                                     Corporation (a
                                                                     holding company
                                                                     owning institutional
                                                                     investment
                                                                     management firms
                                                                     (1982-2001).
Ronald A. Pearlman     Trustee(3)             Since 10/5/05          Professor of Law,           168        None
7/10/40                                       Three Years            Georgetown
                                                                     University Law
                                                                     Center.
Norton H. Reamer       Trustee(4)             Since 10/5/05          President, Chief            168        None
9/21/35                                       Three Years            Executive Officer
                                                                     and a Director of
                                                                     Asset Management
                                                                     Finance Corp. (a
                                                                     specialty finance
                                                                     company serving the
                                                                     investment
                                                                     management industry)
                                                                     (since October
                                                                     2003). President,
                                                                     Unicorn Corporation
                                                                     (an investment and
                                                                     financial services
                                                                     company) (since
                                                                     September 2000).
                                                                     Formerly, Chairman
                                                                     and Chief Operating
                                                                     Officer, Hellman,
                                                                     Jordan Management
                                                                     Co., Inc. (an
                                                                     investment
                                                                     management company)
                                                                     (2000-2003).
                                                                     Formerly, Advisory
                                                                     Director of
                                                                     Berkshire Capital
                                                                     Corporation
                                                                     (investment banking
                                                                     firm) (2002-2003).
Lynn A. Stout          Trustee(4)             Since 10/5/05          Professor of Law,           168        None
9/14/57                                       Three Years            University of
                                                                     California at Los
                                                                     Angeles School of
                                                                     Law.
Ralph F. Verni         Trustee(4)             Since 10/5/05          Consultant and              168        None
1/26/43                                       Three Years            private investor.
</Table>


--------

(1) Includes both master and feeder funds in master-feeder structure.

(2) Class I Trustees whose term expires in 2007.

(3) Class II Trustees whose term expires in 2008.

(4) Class III Trustees whose term expires in 2009.



                                        7

<PAGE>

                     PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES


<Table>
<Caption>
                                                                TERM OF OFFICE
                                     POSITION(S)                  AND LENGTH             PRINCIPAL OCCUPATIONS
NAME AND DATE OF BIRTH              WITH THE FUND                 OF SERVICE            DURING PAST FIVE YEARS
----------------------  -------------------------------------   --------------   ------------------------------------

<S>                     <C>                                     <C>              <C>

Duncan W. Richardson    President and Chief Executive Officer   Since 10/5/05    Executive Vice President and Chief
10/26/57                                                                         Equity Investment Officer of EVC,
                                                                                 Eaton Vance and BMR. Officer of 69
                                                                                 registered investment companies
                                                                                 managed by Eaton Vance or BMR.
Michael A. Allison      Vice President                          Since 11/13/06   Vice President of BMR and Eaton
                                                                                 Vance. Officer of 2 registered
                                                                                 investment companies managed by
                                                                                 Eaton Vance or BMR.
Thomas E. Faust Jr.     Vice President                          Since 10/5/05    President of Eaton Vance, BMR, EVC
5/31/58                                                                          and EV, and Director of EVC; Chief
                                                                                 Investment Officer of Eaton Vance,
                                                                                 BMR and EVC. Officer of 69
                                                                                 registered investment companies and
                                                                                 5 private investment companies
                                                                                 managed by Eaton Vance or BMR.
Walter A. Row, III      Vice President                          Since 10/05/05   Director of Equity Research and a
7/20/57                                                                          Vice President of Eaton Vance and
                                                                                 BMR. Officer of 33 registered
                                                                                 investment companies managed by
                                                                                 Eaton Vance or BMR.
Judith A. Saryan        Vice President                          Since 10/5/05    Vice President of Eaton Vance and
8/21/54                                                                          BMR. Officer of 48 registered
                                                                                 investment companies managed by
                                                                                 Eaton Vance or BMR.
Barbara E. Campbell     Treasurer and Principal Financial and   Since 10/5/05    Vice President of BMR and Eaton
6/19/57                 Accounting Officer                                       Vance. Officer of 168 registered
                                                                                 investment companies managed by
                                                                                 Eaton Vance or BMR.
Paul M. O'Neil          Chief Compliance Officer                Since 10/5/05    Vice President of Eaton Vance and
7/11/53                                                                          BMR. Officer of 168 registered
                                                                                 investment companies managed by
                                                                                 Eaton Vance or BMR.
Alan R. Dynner          Secretary                               Since 10/5/05    Vice President, Secretary and Chief
11/9/41                                                                          Legal Counsel of BMR, Eaton Vance,
                                                                                 EVD EV and EVC. Officer of 168
                                                                                 registered investment companies
                                                                                 managed by Eaton Vance or BMR.
</Table>


    The Board of Trustees of the Fund has several standing Committees, including
the Governance Committee, the Audit Committee, and the Special Committee. Each
such Committee is comprised of only noninterested Trustees.

    Messrs. Esty, Hayes, Park, Pearlman, Reamer, Verni and Ms. Stout are members
of the Governance Committee of the Board of Trustees of the Fund. currently
serves as chairperson of the Governance Committee. The purpose of the Governance
Committee is to consider, evaluate and make recommendations to the Board of
Trustees with respect to the structure, membership and operation of the Board of
Trustees and the Committees thereof, including the nomination and selection of
noninterested Trustees and a Chairperson of the Board of Trustees and
compensation of such persons.

    The Governance Committee will, when a vacancy exists or is anticipated,
consider any nominee for noninterested Trustee recommended by a shareholder if
such recommendation is submitted in writing to the Governance Committee,
contains sufficient background information concerning the candidate including
evidence the candidate is willing to serve as a noninterested Trustee if
selected for the position and is received in a sufficiently timely manner.

    Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout are members of the
Audit Committee of the Board of Trustees of the Fund. The Board of Trustees has
designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as
audit committee financial experts. The Audit Committee's purposes are to (i)
oversee the Fund's accounting and financial reporting processes, its internal
control over financial reporting, and, as appropriate, the internal control over
financial reporting of certain service providers; (ii) oversee or, as
appropriate, assist Board oversight of the quality and integrity of the Fund's
financial statements and the independent audit thereof; (iii) oversee, or, as
appropriate, assist Board oversight of, the Fund's compliance with legal and
regulatory requirements that relate to the Fund's accounting and financial
reporting, internal control over financial reporting and independent audits;
(iv) approve prior to appointment the engagement and, when appropriate,
replacement of the independent registered public accounting firm, and, if
applicable, nominate the independent registered public accounting firm to be
proposed for shareholder ratification in any proxy statement of the Fund; (v)
evaluate the qualifications, independence and performance of the independent
registered public accounting firm and the audit partner in charge of leading the
audit; and


                                        8

<PAGE>

(vi) prepare, as necessary, audit committee reports consistent with the
requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement
of the Fund.

    Messrs. Hayes (Chair), Esty, Park, Pearlman and Reamer are currently members
of the Special Committee of the Board of Trustees of the Fund. The purposes of
the Special Committee are to consider, evaluate and make recommendations to the
Board of Trustees concerning the following matters: (i) contractual arrangements
with each service provider to the Fund, including advisory, sub-advisory,
transfer agency, custodial and fund accounting, distribution services and
administrative services; (ii) any and all other matters in which any of the Fund
service providers (including Eaton Vance or any affiliated entity thereof) has
an actual or potential conflict of interest with the interests of the Fund, or
investors therein; and (iii) any other matter appropriate for review by the non-
interested Trustees, unless the matter is within the responsibilities of the
Audit Committee or the Governance Committee of the Fund.

    As of the date of this SAI, the Governance Committee has met five times, the
Audit Committee has met four times and the Special Committee has met ten times.

    When considering approval of the Advisory Agreement between the Fund and the
Adviser, and the Sub-Advisory Agreement between the Adviser and Rampart, the
Special Committee considered, among other things, the following:

    - A report comparing the fees and expenses of the Fund and certain
      profitability analyses prepared by Eaton Vance and Rampart;

    - Information on the relevant peer group(s) of funds;

    - The economic outlook and the general investment outlook in the relevant
      investment markets;

    - Eaton Vance's and Rampart's results and financial condition and the
      overall organization of the Adviser and the Sub-Adviser;

    - Arrangements regarding the distribution of Fund shares;

    - The procedures used to determine the fair value of the Fund's assets;

    - The allocation of brokerage and the benefits received by the Adviser and
      the Sub-Adviser as the result of brokerage allocation, including
      allocations to soft dollar brokerage and allocations to firms that sell
      Eaton Vance fund shares;

    - Eaton Vance's management of the relationship with the custodian,
      subcustodians and fund accountants;

    - The resources devoted to Eaton Vance's compliance efforts undertaken on
      behalf of the funds it manages and the record of compliance with the
      investment policies and restrictions and with policies on personal
      securities transactions;

    - Rampart's compliance efforts with respect to the accounts it manages;

    - The quality, nature, cost and character of the administrative and other
      non-investment management services provided by Eaton Vance and its
      affiliates and by Rampart;

    - The terms of the Advisory Agreement and the Sub-Advisory Agreement, and
      the reasonableness and appropriateness of the particular fee paid by the
      Fund for the services described therein;

    - Operating expenses (including transfer agency expenses) to be paid to
      third parties; and

    - Information to be provided to investors, including the Fund's
      shareholders.

    In evaluating the Advisory Agreement between the Fund and Eaton Vance, the
Sub-Advisory Agreement between the Adviser and Rampart, the Special Committee
reviewed material furnished by Eaton Vance and Rampart at the initial Board
meeting held on November 14, 2005, including the above referenced considerations
and information relating to the education, experience and number of investment
professionals and other personnel who would provide services under the Advisory
Agreement and under


                                        9

<PAGE>

the Sub-Advisory Agreement. The Special Committee also took into account the
time and attention to be devoted by senior management to the Fund and the other
funds in the complex. The Special Committee evaluated the level of skill
required to manage the Fund and concluded that the human resources available at
Eaton Vance were appropriate to fulfill effectively the duties of the Adviser on
behalf of the Fund. The Special Committee also considered the business
reputation of the Adviser, its financial resources and professional liability
insurance coverage and concluded that Eaton Vance would be able to meet any
reasonably foreseeable obligations under the Advisory Agreement. The Special
Committee also considered the business reputation of Rampart, Rampart's
respective investment strategies and its past experience in implementing these
strategies.

    The Special Committee received information concerning the investment
philosophy and investment process to be applied by Eaton Vance and Rampart in
managing the Fund. In this regard, the Special Committee considered Eaton
Vance's in-house research capabilities as well as other resources available to
Eaton Vance personnel, including research services that may be available to
Eaton Vance as a result of securities transactions effected for the Fund and
other investment advisory clients. The Special Committee concluded that Eaton
Vance's and Rampart's investment process, research capabilities and philosophy
were well suited to the Fund, given the Fund's investment objective and
policies.

    In addition to the factors mentioned above, the Special Committee also
reviewed the level of the Adviser's profits in respect of the management of the
Eaton Vance funds, including the Fund. The Special Committee considered the
other profits realized by Eaton Vance and its affiliates in connection with the
operation of the Fund. The Special Committee also considered profit margins of
Eaton Vance in comparison with available industry data. In addition, the Special
Committee considered the fiduciary duty assumed by the Adviser in connection
with the service rendered to the Fund and the business reputation of the
Adviser, its financial resources and its professional liability insurance
coverage. In evaluating the fees to be paid to Rampart, the Special Committee
considered and discussed fees paid to other investment sub-advisers in similar
circumstances, as well as fees charged by Rampart to its other clients.

    The Special Committee did not consider any single factor as controlling in
determining whether or not to approve the Advisory Agreement and the Sub-
Advisory Agreement. Nor are the items described herein all encompassing of the
matters considered by the Special Committee. In assessing the information
provided by Eaton Vance, Rampart and their affiliates, the Special Committee
also took into consideration the benefits to shareholders of investing in a fund
that is part of a large family of funds which provides a large variety of
shareholder services.

    Based on its consideration of all factors that it deemed material and
assisted by the advice of its independent counsel, the Special Committee
concluded that the approval of the Advisory Agreement and the Sub-Advisory
Agreement, including the fee structure (described herein) is in the interests of
shareholders. The Special Committee also considered that the Adviser would enter
into a Structuring Fee Agreement with Wachovia Capital Markets, LLC, whereby the
Adviser (and not the Fund) would pay Wachovia Capital Markets, LLC to provide
upon request certain market data and reports to support shareholder services
pursuant to the agreement.



                                       10

<PAGE>

                                 SHARE OWNERSHIP

    The following table shows the dollar range of equity securities beneficially
owned by each Trustee in the Fund and all Eaton Vance Funds overseen by the
Trustee as of December 31, 2005. None of the Trustees own shares of the Fund
since the Fund has not commenced operations.


<Table>
<Caption>
                                                            AGGREGATE DOLLAR RANGE OF EQUITY
                                        DOLLAR RANGE OF    SECURITIES OWNED IN ALL REGISTERED
                                       EQUITY SECURITIES    FUNDS OVERSEEN BY TRUSTEE IN THE
NAME OF TRUSTEE                        OWNED IN THE FUND        EATON VANCE FUND COMPLEX
---------------                        -----------------   ----------------------------------

<S>                                    <C>                 <C>

INTERESTED TRUSTEE
  James B. Hawkes....................         None                      over $100,000

NON-INTERESTED TRUSTEES..............
  Benjamin C. Esty...................         None                 $50,001 - $100,000
  Samuel L. Hayes, III...............         None                      over $100,000
  William H. Park....................         None                      over $100,000
  Ronald A. Pearlman.................         None                      over $100,000
  Norton H. Reamer...................         None                      over $100,000
  Lynn A. Stout......................         None                     over $100,000*
  Ralph F. Verni.....................         None                     over $100,000*
</Table>


--------
* Includes shares which may be deemed to be beneficially owned through the
  Trustee Deferred Compensation Plan.

    As of December 31, 2005, no non-interested Trustee or any of their immediate
family members owned beneficially or of record any class of securities of EVC,
EVD, Rampart or any person controlling, controlled by or under common control
with EVC, EVD or Rampart.

    During the calendar years ended December 31, 2004 and December 31, 2005, no
non-interested Trustee (or their immediate family members) had:

       1. Any direct or indirect interest in Eaton Vance, EVC, EVD, Rampart or
    any person controlling, controlled by or under common control with EVC, EVD
    or Rampart;

       2. Any direct or indirect material interest in any transaction or series
    of similar transactions with (i) the Fund; (ii) another fund managed by EVC
    or Rampart, distributed by EVD or a person controlling, controlled by or
    under common control with EVC, EVD or Rampart; (iii) EVC, EVD or Rampart;
    (iv) a person controlling, controlled by or under common control with EVC,
    EVD or Rampart; or (v) an officer of any of the above; or

       3. Any direct or indirect relationship with (i) the Fund; (ii) another
    fund managed by EVC or Rampart, distributed by EVD or a person controlling,
    controlled by or under common control with EVC, EVD or Rampart; (iii) EVC,
    EVD or Rampart; (iv) a person controlling, controlled by or under common
    control with EVC, EVD or Rampart; or (v) an officer of any of the above.

    During the calendar years ended December 31, 2004 and December 31, 2005 no
officer of EVC, EVD, Rampart or any person controlling, controlled by or under
common control with EVC, EVD or Rampart served on the Board of Directors of a
company where a noninterested Trustee of the Fund or any of their immediate
family members served as an officer.

    Trustees of the Fund who are not affiliated with the Adviser may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with the Trustees' Plan will have a negligible effect on the
Fund's assets, liabilities, and net income per share, and will not obligate the
Fund to retain


                                       11

<PAGE>

the services of any Trustee or obligate the Fund to pay any particular level of
compensation to the Trustee. The Fund does not have a retirement plan for its
Trustees.

    The fees and expenses of the Trustees of the Fund are paid by the Fund. (A
Trustee of the Fund who is a member of the Eaton Vance organization receives no
compensation from the Fund.) For the Fund's fiscal year ending October 31, 2007,
it is anticipated that the Trustees of the Fund will earn the following
compensation in their capacities as Trustees. For the year ended December 31,
2005, the Trustees earned the compensation set forth below in their capacities
as Trustees from the funds in the Eaton Vance Fund Complex(1).

             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND


<Table>
<Caption>
                           BENJAMIN C.   SAMUEL L.    WILLIAM H.   RONALD A.   NORTON H.      LYNN A.     RALPH F.
SOURCE OF COMPENSATION            ESTY   HAYES, III         PARK    PEARLMAN      REAMER        STOUT        VERNI
----------------------     -----------   ----------   ----------   ---------   ---------   ----------   ----------

<S>                        <C>           <C>          <C>          <C>         <C>         <C>          <C>

Fund*...................     $  2,303     $  3,663    $  2,254(3)   $  2,303    $  2,360   $  2,632(5)  $  2,357(7)
Fund Complex**..........     $180,000     $271,248    $180,000(4)   $180,000    $190,000   $190,000(6)  $180,000(8)
</Table>


--------

 *  Estimated

(1) As of November 15, 2006, the Eaton Vance fund complex consists of 168
    registered investment companies or series thereof.

(2) Messrs. Esty and Verni were elected as Trustees on April 29, 2005, and thus
    the compensation figures listed for the Trust and Fund Complex are estimated
    for the calendar year ended December 31, 2005 based on amounts they would
    have received if they had been Trustees for the full calendar year.

(3) Includes $2,254 of deferred compensation.

(4) Includes $141,806 of deferred compensation.

(5) Includes $608 of deferred compensation.

(6) Includes $45,000 of deferred compensation.

(7) Includes $1,215 of deferred compensation.

(8) Includes $60,000 of deferred compensation.

    PROXY VOTING POLICY.  The Fund is subject to the Eaton Vance Funds Proxy
Voting Policy and Procedures, pursuant to which the Trustees have delegated
proxy voting responsibility to the Adviser and adopted the Adviser's proxy
voting policies and procedures (the "Policies") which are attached as Appendix A
to this SAI. The Trustees will review the Fund's proxy voting records from time
to time and will annually consider approving the Policies for the upcoming year.
In the event that a conflict of interest arises between the Fund's shareholders
and the Adviser or any of its affiliates or any affiliate of the Fund, the
Adviser will generally refrain from voting the proxies related to the companies
giving rise to such conflict until it consults with the Board of the Fund,
except as contemplated under the Fund Policy. The Board's Special Committee will
instruct the Adviser on the appropriate course of action. The Fund's and the
Adviser's Proxy Voting Policies and Procedures are attached as Appendix A to
this SAI.

    Information on how the Fund voted proxies relating to portfolio securities
during the 12 month period ended June 30, 2005 will be available (1) without
charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and
Exchange Commission's website at http://www.sec.gov.

                     INVESTMENT ADVISORY AND OTHER SERVICES

    THE INVESTMENT ADVISER.  Eaton Vance, its affiliates and its predecessor
companies have been managing assets of individuals and institutions since 1924
and of investment companies since 1931. They maintain a large staff of
experienced fixed-income, senior loan and equity investment professionals to
service the needs of their clients. The fixed-income group focuses on all kinds
of taxable investment-grade and high-yield securities, tax-exempt investment-
grade and high-yield securities, and U.S. Government


                                       12

<PAGE>

securities. The senior loan group focuses on senior floating rate loans,
unsecured loans and other floating rate debt securities such as notes, bonds and
asset backed securities. The equity group covers stocks ranging from blue chip
to emerging growth companies. Eaton Vance and its affiliates act as adviser to a
family of mutual funds, and individual and various institutional accounts,
including corporations, hospitals, retirement plans, universities, foundations
and trusts.

    The Fund will be responsible for all of its costs and expenses not expressly
stated to be payable by Eaton Vance under the Advisory Agreement or
Administration Agreement. Such costs and expenses to be borne by the Fund
include, without limitation: custody and transfer agency fees and expenses,
including those incurred for determining net asset value and keeping accounting
books and records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; expenses of
acquiring, holding and disposing of securities and other investments; fees and
expenses of registering under the securities laws; stock exchange listing fees
and governmental fees; rating agency fees and preferred share remarketing
expenses; expenses of reports to shareholders, proxy statements and other
expenses of shareholders' meetings; insurance premiums; printing and mailing
expenses; interest, taxes and corporate fees; legal and accounting expenses;
compensation and expenses of Trustees not affiliated with Eaton Vance; expenses
of conducting repurchase offers for the purpose of repurchasing Fund shares; and
investment advisory and administration fees. The Fund will also bear expenses
incurred in connection with any litigation in which the Fund is a party and any
legal obligation to indemnify its officers and Trustees with respect thereto, to
the extent not covered by insurance.

    The Advisory Agreement with the Adviser continues in effect for an initial
period of two years until November 14, 2007, and from year to year thereafter so
long as such continuance is approved at least annually (i) by the vote of a
majority of the noninterested Trustees of the Fund or of the Adviser, such vote
being cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the Board of Trustees of the Fund or by vote of a
majority of the outstanding shares of the Fund. The Fund's Administration
Agreement continues in effect from year to year so long as such continuance is
approved at least annually by the vote of a majority of the Fund's Trustees.
Each agreement may be terminated at any time without penalty on sixty (60) days'
written notice by the Trustees of the Fund or Eaton Vance, as applicable, or by
vote of the majority of the outstanding shares of the Fund. Each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Fund under such
agreements on the part of Eaton Vance, Eaton Vance shall not be liable to the
Fund for any loss incurred, to the extent not covered by insurance.

    The Advisory Agreement provides that Eaton Vance may engage one or more
investment sub-advisers to assist with some or all aspects of the management of
the Fund's investments subject to such approvals as are required under the 1940
Act. Pursuant to these provisions, Eaton Vance has engaged Rampart, as a sub-
adviser to provide assistance with the development, implementation and execution
of the Fund's options strategy. The Advisory Agreement provides that Eaton Vance
may terminate any sub-advisory agreement entered into and directly assume any
functions performed by the sub-adviser, upon approval of the Board of Trustees,
without the need for approval of the shareholders of the Fund.

    Pursuant to an investment advisory agreement between the Adviser and the
Fund, the Fund has agreed to pay an investment advisory fee, payable on a
monthly basis, at an annual rate of 1.00% of the average daily gross mean total
assets of the Fund, including any form of investment leverage that the Fund may
in the future determine to utilize, minus all expenses incurred in the normal
course of operations, but not excluding any liabilities or obligations
attributable to any future investment leverage obtained through (i) indebtedness
of any type (including without limitation, borrowing through a credit
facility/commercial paper program or the issuance of debt securities), (ii) the
issuance of preferred shares or other similar preference securities, (iii) the
reinvestment of collateral received for securities loaned in accordance with the
Fund's investment objectives and policies and/or (iv) any other means.

    Eaton Vance is a business trust organized under Massachusetts law. EV serves
as trustee of Eaton Vance. Eaton Vance and EV are wholly-owned subsidiaries of
EVC, a Maryland corporation and publicly-


                                       13

<PAGE>

held holding company. EVC through its subsidiaries and affiliates engages
primarily in investment management, administration and marketing activities. The
Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John
G.L. Cabot, Leo I. Higdon, Jr., Vincent M. O'Reilly, Dorothy E. Puhy and
Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Hawkes, Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R.
Mach, Robert B. Macintosh, Thomas M. Metzold, Scott H. Page, Duncan W.
Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F.
Swaffield, Michael W. Weilheimer, and Wharton P. Whitaker (all of whom are
officers of Eaton Vance). The Voting Trustees have unrestricted voting rights
for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers of
BMR and Eaton Vance who are also officers, or officers and Directors of EVC and
EV. As indicated under "Management and Organization," all of the officers of the
Fund (as well as Mr. Hawkes who is also a Trustee) hold positions in the Eaton
Vance organization.

    EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Fund, IBT.
It is Eaton Vance's opinion that the terms and conditions of such transactions
were not and will not be influenced by existing or potential custodial or other
relationships between the Fund and such banks.

    THE SUB-ADVISER.  Rampart acts as the Fund's investment sub-adviser and
provides advice and assistance in pursuing the Fund's options strategy pursuant
to a sub-advisory agreement between the Adviser and Rampart (the "Sub-Advisory
Agreement"). Rampart, a Massachusetts corporation, was founded in 1983 by its
current owners Ronald M. Egalka and David R. Fraley. The Sub-Adviser provides
customized investment management services within a core competency in options to
a spectrum of institutional clients. Since its inception, the Sub-Adviser has
continuously expanded its computer modeling and analytical capabilities and
created tools to capitalize on opportunities in the capital markets. Rampart's
principal office is located at One International Place, Boston, MA 02110. As of
September 30, 2006 Rampart had approximately $6.6 billion of assets under
management.

    Under the terms of its Sub-Advisory Agreement, Rampart provides advice and
assistance with the development, implementation and execution of the Fund's
options strategy, all subject to the supervision and direction of the Fund's
Board of Trustees and the Adviser. For services rendered by Rampart under the
Sub-Advisory Agreement, Eaton Vance pays Rampart a fee, payable monthly, in an
annual amount equal to 0.05% of the value of the Fund's average daily gross
assets that is subject to written call options.

    The Sub-Advisory Agreement with Rampart continues until November 14, 2007
and from year to year thereafter if approved annually (i) by the Fund's Board of
Trustees or by the holders of a majority of its outstanding voting securities
and (ii) by a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of any party to the Sub-Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
The Sub-Advisory Agreement terminates automatically on its assignment and may be
terminated without penalty on 60 days written notice at the option of either the
Adviser, by the Fund's Board of Trustees or by a vote of a majority (as defined
in the 1940 Act) of the Fund's outstanding shares or by Rampart upon 3 months
notice. As discussed above, Eaton Vance may terminate the Sub-Advisory Agreement
with Rampart and directly assume responsibility for the services provided by
Rampart upon approval by the Board of Trustees without the need for approval of
the shareholders of the Fund.

    The Sub-Advisory Agreement with Rampart provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties thereunder, Rampart is not liable for any error or
judgment or mistake of law or for any loss suffered by the Fund.

    PORTFOLIO MANAGERS.  The portfolio managers of the Fund are Walter A. Row
and Michael A Allison of Eaton Vance and Ronald M. Egalka of Rampart. Each
portfolio manager manages other investment companies and/or investment accounts
in addition to the Fund. The following tables show, as of           , 2006, the
number of accounts each portfolio manager managed in each of the listed
categories and the total assets in the accounts managed within each category.
The table also shows the number of accounts with


                                       14

<PAGE>

respect to which the advisory fee is based on the performance of the account, if
any, and the total assets in those accounts.


<Table>
<Caption>
                                                            NUMBER OF    TOTAL ASSETS
                                                             ACCOUNTS     OF ACCOUNTS
                                  NUMBER                     PAYING A      PAYING A
                                    OF      TOTAL ASSETS   PERFORMANCE    PERFORMANCE
                                 ACCOUNTS   OF ACCOUNTS*       FEE            FEE
                                 --------   ------------   -----------   ------------

<S>                              <C>        <C>            <C>           <C>

WALTER A. ROW, III
Registered Investment
  Companies**..................       6       $5,385.4          0             $0
Other Pooled Investment
  Vehicles.....................       0       $      0          0             $0
Other Accounts.................       0       $      0          0             $0
MICHAEL A. ALLISON
Registered Investment
  Companies**..................       2       $    2.7          0             $0
Other Pooled Investment
  Vehicles.....................       0       $      0          0             $0
Other Accounts.................       0       $      0          0             $0
RONALD M. EGALKA
Registered Investment
  Companies**..................       5       $5,382.8          0             $0
Other Pooled Investment
  Vehicles.....................       0       $      0          0             $0
Other Accounts.................     380       $1,177.2          0             $0
</Table>


--------

 *  In millions of dollars.

**  For registered investment companies, assets represent net assets of all
    open-end investment companies and gross assets of all closed-end investment
    companies.

    None of the portfolio managers beneficially owned shares of the Fund as of
the date of this SAI.

    It is possible that conflicts of interest may arise in connection with the
portfolio managers' management of the Fund's investments on the one hand and the
investments of other accounts for which the Fund manager is responsible for on
the other. For example, a portfolio manager may have conflicts of interest in
allocating management time, resources and investment opportunities among the
Fund and other accounts he advises. In addition due to differences in the
investment strategies or restrictions between the Fund and the other accounts, a
portfolio manager may take action with respect to another account that differs
from the action taken with respect to the Fund. In some cases, another account
managed by a portfolio manager may compensate the investment adviser based on
the performance of the securities held by that account. The existence of such a
performance based fee may create additional conflicts of interest for the
portfolio manager in the allocation of management time, resources and investment
opportunities. Whenever conflicts of interest arise, the portfolio manager will
endeavor to exercise his discretion in a manner that he believes is equitable to
all interested persons.

    EATON VANCE'S COMPENSATION STRUCTURE AND METHOD TO DETERMINE
COMPENSATION.  Compensation of the Adviser's portfolio managers and other
investment professionals has three primary components: (1) a base salary, (2) an
annual cash bonus, and (3) annual stock-based compensation consisting of options
to purchase shares of EVC's nonvoting common stock and/or restricted shares of
EVC's nonvoting common stock. The Adviser's investment professionals also
receive certain retirement, insurance and other benefits that are broadly
available to all the Adviser's employees. Compensation of the Adviser's
investment professionals is reviewed primarily on an annual basis. Cash bonuses,
stock-based compensation awards, and adjustments in base salary are typically
paid or put into effect at or shortly after the October 31st fiscal year-end of
EVC.

    The Adviser compensates its portfolio managers based primarily on the scale
and complexity of their portfolio responsibilities and the total return
performance of managed funds and accounts versus appropriate peer groups or
benchmarks. Performance is normally based on periods ending on the September
30th


                                       15

<PAGE>

preceding fiscal year-end. Fund performance is evaluated primarily versus peer
groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In
evaluating the performance of a fund and its manager, emphasis is normally
placed on three-year performance, with consideration of performance over longer
and shorter periods. For funds that are tax-managed or otherwise have an
objective of after-tax returns, performance is measured net of taxes. For other
funds, performance is evaluated on a pre-tax basis. In addition to rankings
within peer groups of funds on the basis of absolute performance, consideration
may also be given to risk-adjusted performance. For funds with an investment
objective other than total return (such as current income), consideration will
also be given to the fund's success in achieving its objective. For managers
responsible for multiple funds and accounts, investment performance is evaluated
on an aggregate basis, based on averages or weighted averages among managed
funds and accounts. Funds and accounts that have performance-based advisory fees
are not accorded disproportionate weightings in measuring aggregate portfolio
manager performance.

    The compensation of portfolio managers with other job responsibilities (such
as heading an investment group or providing analytical support to other
portfolios) will include consideration of the scope of such responsibilities and
the managers' performance in meeting them.

    The Adviser seeks to compensate portfolio managers commensurate with their
responsibilities and performance, and competitive with other firms within the
investment management industry. The Adviser participates in investment-industry
compensation surveys and utilizes survey data as a factor in determining salary,
bonus and stock-based compensation levels for portfolio managers and other
investment professionals. Salaries, bonuses and stock-based compensation are
also influenced by the operating performance of the Adviser and its parent
company. The overall annual cash bonus pool is based on a substantially fixed
percentage of pre-bonus operating income. While the salaries of the Adviser's
portfolio managers are comparatively fixed, cash bonuses and stock-based
compensation may fluctuate significantly from year to year, based on changes in
manager performance and other factors as described herein. For a high performing
portfolio manager, cash bonuses and stock-based compensation may represent a
substantial portion of total compensation.

    RAMPART'S COMPENSATION STRUCTURE AND METHOD TO DETERMINE COMPENSATION.  The
identified Rampart portfolio manager is a founding shareholder. The compensation
of the identified portfolio manager has two primary components: (1) a base
salary, and (2) an annual cash bonus. There are also certain retirement,
insurance and other benefits that are broadly available to all Rampart
employees. Compensation of Rampart investment professionals is reviewed
primarily on an annual basis. Cash bonuses and adjustments in base salary are
typically paid or put into effect at or shortly after the June 30 fiscal year-
end of Rampart.

    METHOD TO DETERMINE COMPENSATION.  Rampart compensates its founding
shareholders/identified portfolio managers based primarily on the scale and
complexity of their responsibilities. The performance of portfolio managers is
evaluated primarily based on success in achieving portfolio objectives for
managed funds and accounts. Rampart seeks to compensate all portfolio managers
commensurate with their responsibilities and performance, and competitive with
other firms within the investment management industry. This is reflected in the
founding shareholders/identified portfolio managers' salaries.

    Salaries and profit participations are also influenced by the operating
performance of Rampart. While the salaries of Rampart's founding
shareholders/identified portfolio managers are comparatively fixed, profit
participations may fluctuate substantially from year to year, based on changes
in financial performance.

                                 CODES OF ETHICS

    The Adviser, Rampart and the Fund have adopted Codes of Ethics governing
personal securities transactions. Under the Codes of Ethics, Eaton Vance and
Rampart employees may purchase and sell securities (including securities held or
eligible for purchase by the Fund) subject to certain pre-clearance and
reporting requirements and other procedures.



                                       16

<PAGE>

    The Codes of Ethics can be reviewed and copied at the Securities and
Exchange Commission's public reference room in Washington, DC (call 1-202-942-
8090 for information on the operation of the public reference room); on the
EDGAR Database on the SEC's Internet site (http://www.sec.gov); or, upon payment
of copying fees, by writing, to the SEC's public reference section, Washington,
DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

                          INVESTMENT ADVISORY SERVICES

    Under the general supervision of the Fund's Board of Trustees, Eaton Vance
will carry out the investment and reinvestment of the assets of the Fund, will
furnish continuously an investment program with respect to the Fund, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations and will supervise the overall activities of the
Sub-Adviser. Eaton Vance will furnish to the Fund investment advice and provide
related office facilities and personnel for servicing the investments of the
Fund. Eaton Vance will compensate all Trustees and officers of the Fund who are
members of the Eaton Vance organization and who render investment services to
the Fund, and will also compensate all other Eaton Vance personnel who provide
research and investment services to the Fund.

                             ADMINISTRATIVE SERVICES

    Under the Administration Agreement, Eaton Vance is responsible for managing
the business affairs of the Fund, subject to the supervision of the Fund's Board
of Trustees. Eaton Vance will furnish to the Fund all office facilities,
equipment and personnel for administering the affairs of the Fund. Eaton Vance
will compensate all Trustees and officers of the Fund who are members of the
Eaton Vance organization and who render executive and administrative services to
the Fund, and will also compensate all other Eaton Vance personnel who perform
management and administrative services for the Fund. Eaton Vance's
administrative services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Fund's custodian and transfer agent, providing assistance
in connection with the Trustees' and shareholders' meetings, providing services
in connection with repurchase offers, if any, and other administrative services
necessary to conduct the Fund's business.

                        DETERMINATION OF NET ASSET VALUE

    The net asset value per share of the Fund is determined no less frequently
than daily, on each day that the New York Stock Exchange (the "Exchange") is
open for trading, as of the close of regular trading on the Exchange (normally
4:00 p.m. New York time). The Fund's net asset value per share is determined by
IBT, in the manner authorized by the Trustees of the Fund. Net asset value is
computed by dividing the value of the Fund's total assets, less its liabilities,
by the number of shares outstanding.

    The Trustees of the Fund have established the following procedures for fair
valuation of the Fund's assets under normal market conditions. Marketable
securities listed on foreign or United States securities exchanges generally are
valued at closing sale prices or, if there were no sales, at the mean between
the closing bid and asked prices therefor on the exchange where such securities
are principally traded (unless an active over-the-counter market in an exchange
listed security better reflects current market value). Marketable securities
listed in the NASDAQ National Market System are valued at the NASDAQ official
closing price. Unlisted or listed securities for which closing sale prices are
not available are valued at the mean between the latest bid and asked prices. An
exchange-traded option is valued on the valuation day as the "Primary Market"
quote reported by the Option Pricing Authority ("OPRA"). OPRA gathers options
quotations from the six major United States Options exchanges and reports the
last sale price from any exchange on which the option is listed. If no such
sales are reported, such portion will be valued at the mean of the closing bid
and asked prices on the valuation day on the exchange on which the options are
primarily traded. When the Fund writes a call option it records the premium as
an asset and equivalent


                                       17

<PAGE>

liability and thereafter adjusts the liability to the market value of the option
determined in accordance with the preceding sentence.

    The Adviser and the valuation committee may implement new pricing
methodologies or expand mark-to-market valuation of debt securities whose market
prices are not readily available in the future, which may result in a change in
the Fund's net asset value per share. The Fund's net asset value per share will
also be affected by fair value pricing decisions and by changes in the market
for such debt securities. In determining the fair value of a debt security, the
Adviser will consider relevant factors, data, and information, including: (i)
the characteristics of and fundamental analytical data relating to the debt
security, including the cost, size, current interest rate, period until next
interest rate reset, maturity and base lending rate of the debt security, the
terms and conditions of the debt security and any related agreements, and the
position of the debt security in the borrower's debt structure; (ii) the nature,
adequacy and value of the collateral, including the Fund's rights, remedies and
interests with respect to the collateral; (iii) the creditworthiness of the
borrower, based on an evaluation of its financial condition, financial
statements and information about the borrower's business, cash flows, capital
structure and future prospects; (iv) information relating to the market for the
debt security, including price quotations for and trading in the debt security
and interests in similar debt securities and the market environment and investor
attitudes towards the debt security and interests in similar debt securities;
(v) the experience, reputation, stability and financial condition of the agent
and any intermediate participants in the debt security; and (vi) general
economic and market conditions affecting the fair value of the debt security.
The fair value of each debt security is reviewed and approved by the Adviser's
valuation committee and the Fund's Trustees.

    Debt securities for which the over-the-counter market is the primary market
are normally valued on the basis of prices furnished by one or more pricing
services at the mean between the latest available bid and asked prices. OTC
options are valued at prices obtained from a broker (typically the counterparty
to the options) on the valuation day. Financial futures contracts listed on
commodity exchanges and exchange-traded options are valued at closing settlement
prices. Short-term obligations having remaining maturities of less than 60 days
are valued at amortized cost, which approximates value, unless the Trustees
determine that under particular circumstances such method does not result in
fair value. As authorized by the Trustees, debt securities (other than short-
term obligations) may be valued on the basis of valuations furnished by a
pricing service which determines valuations based upon market transactions for
normal, institutional-size trading units of such securities. Securities for
which there is no such quotation or valuation and all other assets are valued at
fair value as determined in good faith by or at the direction of the Fund's
Trustees considering relevant factors, data and information, including the
market value of freely tradable securities of the same class in the principal
market on which such securities are normally traded.

    All other securities are valued at fair value as determined in good faith by
or at the direction of the Trustees.

    The daily valuation of foreign equity securities held by the Fund generally
is determined as of the close of trading on the principal exchange on which such
securities trade. Events occurring after the close of trading on foreign
exchanges may result in adjustments to the valuation of foreign securities to
more accurately reflect their fair value as of the close of regular trading on
the Exchange. The Fund may rely on an independent pricing service in making any
such adjustment. Foreign securities held by the Fund will be valued in U.S.
dollars; such values will be computed by the custodian based on foreign currency
exchange rate quotations supplied by an independent quotation service.

                                PORTFOLIO TRADING

    Decisions concerning the execution of portfolio security transactions,
including the selection of the market and the executing firm, are made by Eaton
Vance, the Fund's Adviser or Rampart as the Sub-Adviser. As used below,
"Adviser" refers to Eaton Vance and Rampart, as applicable. The Adviser is also
responsible for the execution of transactions for all other accounts managed by
it. The Adviser places the portfolio security transactions of the Fund and of
all other accounts managed by it for execution with many


                                       18

<PAGE>

firms. The Adviser uses its best efforts to obtain execution of portfolio
security transactions at prices which are advantageous to the Fund and at
reasonably competitive spreads or (when a disclosed commission is being charged)
at reasonably competitive commission rates. In seeking such execution, the
Adviser will use its best judgment in evaluating the terms of a transaction, and
will give consideration to various relevant factors, including without
limitation the full range and quality of the executing firm's services, the
value of the brokerage and research services provided, the responsiveness of the
firm to the Adviser, the size and type of the transaction, the nature and
character of the market for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the general
execution and operational capabilities of the executing firm, the reputation,
reliability, experience and financial condition of the firm, the value and
quality of the services rendered by the firm in this and other transactions, and
the reasonableness of the spread or commission, if any.

    Transactions on stock exchanges and other agency transactions involve the
payment of negotiated brokerage commissions. Such commissions vary among
different broker-dealer firms, and a particular broker-dealer may charge
different commissions according to such factors as the difficulty and size of
the transaction and the volume of business done with such broker-dealer.
Transactions in foreign securities often involve the payment of brokerage
commissions, which may be higher than those in the United States. There is
generally no stated commission in the case of securities traded in the over-the-
counter markets, but the price paid or received usually includes an undisclosed
dealer markup or markdown. In an underwritten offering the price paid often
includes a disclosed fixed commission or discount retained by the underwriter or
dealer.

    Although spreads or commissions paid on portfolio security transactions
will, in the judgment of the Adviser, be reasonable in relation to the value of
the services provided, commissions exceeding those which another firm might
charge may be paid to broker-dealers who were selected to execute transactions
on behalf of the Adviser's clients in part for providing brokerage and research
services to the Adviser.

    As authorized in Section 28(e) of the Securities Exchange Act of 1934, as
amended, a broker or dealer who executes a portfolio transaction on behalf of
the Fund may receive a commission which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
the Adviser determines in good faith that such compensation was reasonable in
relation to the value of the brokerage and research services provided. This
determination may be made on the basis of that particular transaction or on the
basis of overall responsibilities which the Adviser and its affiliates have for
accounts over which they exercise investment discretion. In making any such
determination, the Adviser will not attempt to place a specific dollar value on
the brokerage and research services provided or to determine what portion of the
commission should be related to such services. Brokerage and research services
may include advice as to the value of securities, the advisability of investing
in, purchasing, or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts; effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement); and
the "Research Services" referred to in the next paragraph.

    It is a common practice of the investment advisory industry and of the
advisers of investment companies, institutions and other investors to receive
research, analytical, statistical and quotation services, data, information and
other services, products and materials which assist such advisers in the
performance of their investment responsibilities ("Research Services") from
broker-dealer firms which execute portfolio transactions for the clients of such
advisers and from affiliates of executing broker-dealers. Advisers also commonly
receive Research Services from research providers that are not affiliated with
an executing broker-dealer, but which have entered into payment arrangements
involving an executing broker-dealer ("Third Party Research Services"). Under a
typical Third Party Research Services payment arrangement, the research provider
agrees to provide services to an Adviser in exchange for specified payments to
the research provider by a broker-dealer that executes portfolio transactions
for clients of the Adviser. The Adviser and the executing broker-dealer enter
into a related agreement specifying the amount of brokerage business the Adviser
will direct to the executing broker-dealer to offset payments made by the
executing broker-dealer for Third Party Research Services received by the
Adviser. For example, the Adviser may


                                       19

<PAGE>

agree to direct brokerage business generating $45,000 in commissions on
portfolio transactions to a broker-dealer firm as consideration for the
executing broker-dealer making payments of $30,000 to a provider of Third Party
Research Services. The ratio of the commissions to be paid to an executing
broker-dealer as consideration for Third Party Research Services over the cost
borne by the executing broker-dealer in connection with providing such services
to the Adviser is referred to herein as the "Third Party Research Services
Payment Ratio."

    Consistent with the foregoing practices, the Adviser receives Research
Services from many broker-dealer firms with which the Adviser places the Fund's
transactions and from third parties with which these broker-dealers have
arrangements. The Fund and the Adviser may also receive Research Services from
underwriters and dealers in fixed-price offerings, which Research Services are
reviewed and evaluated by the Adviser in connection with its investment
responsibilities.

    Research Services received by the Advisers may include such matters as
general economic, political, business and market information, industry and
company reviews, evaluations of securities and portfolio strategies and
transactions, proxy voting data and analysis services, technical analysis of
various aspects of the securities market, recommendations as to the purchase and
sale of securities and other portfolio transactions, financial, industry and
trade publications, news and information services, pricing and quotation
equipment and services, and research oriented computer hardware, software,
databases and services. Any particular Research Service obtained through a
broker-dealer may be used by the Adviser in connection with client accounts
other than those accounts which pay commissions to such broker-dealer. Any such
Research Service may be broadly useful and of value to the Adviser in rendering
investment advisory services to all or a significant portion of its clients, or
may be relevant and useful for the management of only one client's account or of
a few clients' accounts, or may be useful for the management of merely a segment
of certain clients' accounts, regardless of whether any such account or accounts
paid commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Fund is not reduced because the Adviser
receives such Research Services. The Adviser evaluates the nature and quality of
the various Research Services obtained through broker-dealer firms and attempts
to allocate sufficient portfolio security transactions to such firms to ensure
the continued receipt of Research Services which the Adviser believes are useful
or of value to it in rendering investment advisory services to its clients.

    In the event that the Adviser executes Fund securities transactions with a
broker-dealer and the associated commission is consideration for Third Party
Research Services (as described above), the Adviser has agreed to reduce the
advisory fee payable by the Fund by an amount equal to the commission payment
associated with the transaction divided by the applicable Third Party Research
Services Payment Ratio.

    Some executing broker-dealers develop and make available directly to their
brokerage customers proprietary Research Services ("Proprietary Research
Services"). As a general matter, broker-dealers bundle the cost of Proprietary
Research Services with trade execution services rather than charging separately
for each. In such circumstances, the independent cost or other value of the
Proprietary Research Services cannot be determined. The advisory fee paid by the
Fund will not be reduced in connection with the receipt of Proprietary Research
Services by the Adviser.

    The investment companies sponsored by the Adviser or its affiliates may
allocate brokerage commissions to acquire information relating to the
performance, fees and expenses of such companies and other mutual funds, which
information is used by the Directors or Trustees of such companies to fulfill
their responsibility to oversee the quality of the services provided by various
entities, including the Adviser. Such companies may also pay cash for such
information.

    Securities considered as investments for the Fund may also be appropriate
for other investment accounts managed by the Adviser or its affiliates. Whenever
decisions are made to buy or sell securities by the Fund and one or more of such
other accounts simultaneously, the Adviser will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where the Fund will not participate in a transaction that is allocated
among other accounts. If an aggregated order cannot be filled completely,
allocations will


                                       20

<PAGE>

generally be made on a pro rata basis. An order may not be allocated on a pro
rata basis where, for example: (i) consideration is given to portfolio managers
who have been instrumental in developing or negotiating a particular investment;
(ii) consideration is given to an account with specialized investment policies
that coincide with the particulars of a specific investment; (iii) pro rata
allocation would result in odd-lot or de minimis amounts being allocated to a
portfolio or other client; or (iv) where the Adviser reasonably determines that
departure from a pro rata allocation is advisable. While these aggregation and
allocation policies could have a detrimental effect on the price or amount of
the securities available to the Fund from time to time, it is the opinion of the
Trustees of the Fund that the benefits from the Adviser's organization outweigh
any disadvantage that may arise from exposure to simultaneous transactions.

                                      TAXES

    The following discussion of federal income tax matters is based on the
advice of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Fund. The
Fund intends to elect to be treated and to qualify each year as a regulated
investment company ("RIC") under the Code.

    Qualification as a RIC requires, among other things, that the Fund: (i)
derive in each taxable year at least 90% of its gross income from: (a)
dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including but not limited to gain from options,
futures and forward contracts) derived with respect to its business of investing
in such stock, securities or foreign currencies; and (b) net income derived from
interests in certain publicly traded partnerships that are treated as
partnerships for United States federal income tax purposes and that derive less
than 90% of their gross income from the items described in (a) above (each a
"Qualified Publicly Traded Partnership"); and (ii) diversify its holdings so
that, at the end of each quarter of each taxable year: (a) at least 50% of the
value of the Fund's total assets is represented by (I) cash and cash items,
United States government securities, the securities of other regulated
investment companies and (II) other securities, with such other securities
limited, in respect to any one issuer, to an amount not greater than 5% of the
value of the Fund's total assets and not more than 10% of the outstanding voting
securities of such issuer and (b) not more than 25% of the value of the Fund's
total assets is invested in the securities (other than United States government
securities and the securities of other regulated investment companies) of (I)
any one issuer, (II) any two or more issuers that the Fund controls and that are
determined to be engaged in the same or similar trades or businesses or related
trades or businesses or (III) any one or more Qualified Publicly Traded
Partnerships.

    As a RIC, the Fund generally will not be subject to United States federal
income tax on its investment company taxable income (as that term is defined in
the Code, but without regard to the deductions for dividend paid) and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), if any, that it distributes in each taxable year to its
shareholders, provided that it distributes at least 90% of its investment
company taxable income for such taxable year. The Fund intends to distribute to
its shareholders, at least annually, substantially all of its investment company
taxable income and net capital gain. In order to avoid incurring a nondeductible
4% federal excise tax obligation, the Code requires that the Fund distribute (or
be deemed to have distributed) by December 31 of each calendar year an amount at
least equal to the sum of (i) 98% of its ordinary income for such year, (ii) 98%
of its capital gain net income (which is the excess of its realized net long-
term capital gain over its realized net short-term capital loss), generally
computed on the basis of the one-year period ending on October 31 of such year,
after reduction by any available capital loss carryforwards and (iii) 100% of
any ordinary income and capital gain net income from the prior year (as
previously computed) that were not paid out during such year and on which the
Fund paid no United States federal income tax. Under current law, provided that
the Fund qualifies as a RIC for United States federal income tax purposes, the
Fund should not be liable for any income, corporate excise or franchise tax in
The Commonwealth of Massachusetts.

    If the Fund does not qualify as a RIC or fails to satisfy the 90%
distribution requirement for any taxable year, the Fund's taxable income will be
subject to corporate income taxes, and all distributions from earnings and
profits, including distributions of net capital gain (if any), will be taxable
to the shareholder


                                       21

<PAGE>

as ordinary income. Such distributions generally would be eligible (i) to be
treated as qualified dividend income in the case of individual and other
noncorporate shareholders and (ii) for the dividends received deduction ("DRD")
in the case of corporate shareholders. In addition, in order to requalify for
taxation as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest, and make certain distributions.

    For United States federal income tax purposes, distributions paid out of the
Fund's current or accumulated earnings and profits will, except in the case of
distributions of qualified dividend income and capital gain dividends described
below, be taxable as ordinary dividend income. Under the "Jobs and Growth Tax
Relief Reconciliation Act of 2003" (the "Tax Act"), certain income distributions
paid by the Fund (whether paid in cash or reinvested in additional Fund shares)
to individual taxpayers are taxed at rates applicable to net long-term capital
gains (15%, or 5% for individuals in the 10% or 15% tax brackets). This tax
treatment applies only if certain holding period requirements and other
requirements are satisfied by the shareholder and the dividends are attributable
to qualified dividend income received by the Fund itself. For this purpose,
"qualified dividend income" means dividends received by the Fund from United
States corporations and "qualified foreign corporations," provided that the Fund
satisfies certain holding period and other requirements in respect of the stock
of such corporations. These special rules relating to the taxation of ordinary
income dividends paid by RICs generally apply to taxable years beginning before
January 1, 2011. Thereafter, the Fund's dividends, other than capital gain
dividends, will be fully taxable at ordinary income tax rates unless further
Congressional action is taken. There can be no assurance as to what portion of
the Fund's dividend distributions will qualify for favorable treatment under the
Tax Act.

    Shareholders receiving any distribution from the Fund in the form of
additional shares pursuant to the dividend reinvestment plan will be treated as
receiving a taxable distribution in an amount equal to the fair market value of
the shares received, determined as of the reinvestment date.

    Dividends of investment company taxable income designated by the Fund and
received by corporate shareholders of the Fund will qualify for the DRD to the
extent of the amount of qualifying dividends received by the Fund from domestic
corporations for the taxable year. A dividend received by the Fund will not be
treated as a qualifying dividend (i) to the extent the stock on which the
dividend is paid is considered to be "debt-financed" (generally, acquired with
borrowed funds), (ii) if the Fund fails to meet certain holding period
requirements for the stock on which the dividend is paid or (iii) to the extent
that the Fund is under an obligation (pursuant to a short sale or otherwise) to
make related payments with respect to positions in substantially similar or
related property. Moreover, the DRD may be disallowed or reduced if the
corporate shareholder fails to satisfy the foregoing requirements with respect
to its shares of the Fund or by application of the Code.

    Distributions of net capital gain, if any, designated as capital gains
dividends are taxable to a shareholder as long-term capital gains, regardless of
how long the shareholder has held Fund shares. A distribution of an amount in
excess of the Fund's current and accumulated earnings and profits will be
treated by a shareholder as a return of capital which is applied against and
reduces the shareholder's basis in his or her shares. To the extent that the
amount of any such distribution exceeds the shareholder's basis in his or her
shares, the excess will be treated by the shareholder as gain from a sale or
exchange of the shares. Distributions of gains from the sale of investments that
the Fund owned for one year or less will be taxable as ordinary income.

    The Fund may elect to retain its net capital gain or a portion thereof for
investment and be taxed at corporate rates on the amount retained. In such case,
it may designate the retained amount as undistributed capital gains in a notice
to its shareholders who will be treated as if each received a distribution of
his pro rata share of such gain, with the result that each shareholder will (i)
be required to report his pro rata share of such gain on his tax return as long-
term capital gain, (ii) receive a refundable tax credit for his pro rata share
of tax paid by the Fund on the gain and (iii) increase the tax basis for his
shares by an amount equal to the deemed distribution less the tax credit.

    Selling shareholders will generally recognize gain or loss in an amount
equal to the difference between the shareholder's adjusted tax basis in the
shares sold and the sale proceeds. If the shares are held


                                       22

<PAGE>

as a capital asset, the gain or loss will be a capital gain or loss. The maximum
tax rate applicable to net capital gains recognized by individuals and other
non-corporate taxpayers is (i) the same as the maximum ordinary income tax rate
for gains recognized on the sale of capital assets held for one year or less, or
(ii) 15% for gains recognized on the sale of capital assets held for more than
one year (as well as certain capital gain distributions) (5% for individuals in
the 10% or 15% tax brackets) but only for taxable years beginning on or before
December 31, 2010. Thereafter, the maximum rate will increase to 20%, unless
Congress enacts legislation providing otherwise.

    Any loss realized upon the sale or exchange of Fund shares with a holding
period of six months or less will be treated as a long-term capital loss to the
extent of any capital gain distributions received (or amounts designated as
undistributed capital gains) with respect to such shares. In addition, all or a
portion of a loss realized on a sale or other disposition of Fund shares may be
disallowed under "wash sale" rules to the extent the shareholder acquires other
shares of the same Fund (whether through the reinvestment of distributions or
otherwise) within a period of 61 days beginning 30 days before and ending 30
days after the date of disposition of the common shares. Any disallowed loss
will result in an adjustment to the shareholder's tax basis in some or all of
the other shares acquired.

    Sales charges paid upon a purchase of shares cannot be taken into account
for purposes of determining gain or loss on a sale of the shares before the 91st
day after their purchase to the extent a sales charge is reduced or eliminated
in a subsequent acquisition of shares of the Fund (or of another fund) pursuant
to the reinvestment or exchange privilege. Any disregarded amounts will result
in an adjustment to the shareholder's tax basis in some or all of any other
shares acquired.

    Dividends and distributions on the Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when the Fund's net asset value also reflects unrealized
losses. Certain distributions declared in October, November or December to
Shareholders of record of such month and paid in the following January will be
taxed to shareholders as if received on December 31 of the year in which they
were declared. In addition, certain other distributions made after the close of
a taxable year of the Fund may be "spilled back" and treated as paid by the Fund
(except for purposes of the non-deductible 4% federal excise tax) during such
taxable year. In such case, shareholders will be treated as having received such
dividends in the taxable year in which the distributions were actually made.

    The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

    The benefits of the reduced tax rates applicable to long-term capital gains
and qualified dividend income may be impacted by the application of the
alternative minimum tax to individual shareholders.

    For the Fund's index call options that qualify as section 1256 contracts,
Code Section 1256 generally will require any gain or loss arising from the
lapse, closing out or exercise of such positions to be treated as 60% long-term
and 40% short-term capital gain or loss. In addition, the Fund generally will be
required to "mark to market" (i.e., treat as sold for fair market value) each
outstanding index option position which it holds at the close of each taxable
year (and on October 31 of each year for excise tax purposes). If a section 1256
contract held by the Fund at the end of a taxable year is sold in the following
year, the amount of any gain or loss realized on such sale will be adjusted to
reflect the gain or loss previously taken into account under the "mark to
market" rules. In addition to most index call options, section 1256 contracts
include certain other options contracts, certain regulated futures contracts,
and certain other financial contracts.

    The Fund's index call options that do not qualify as "section 1256
contracts" generally will be treated as equity options governed by Code Section
1234. Pursuant to Code Section 1234, if a written option expires unexercised,
the premium received is short-term capital gain to the Fund. If the Fund enters
into a


                                       23

<PAGE>

closing transaction, the difference between the amount paid to close out its
position and the premium received for writing the option is short-term capital
gain or loss. If a call option written by the Fund that is not a "section 1256
contract" is cash settled, any resulting gain or loss will be short-term capital
gain or loss.

    The Code contains special rules that apply to "straddles," defined generally
as the holding of "offsetting positions with respect to personal property." For
example, the straddle rules normally apply when a taxpayer holds stock and an
offsetting option with respect to such stock or substantially identical stock or
securities. In general, investment positions will be offsetting if there is a
substantial diminution in the risk of loss from holding one position by reason
of holding one or more other positions. The Fund expects that the index call
options it writes will not be considered straddles for this purpose because the
Fund's portfolio of common stocks will be sufficiently dissimilar from the
components of the indices on which it has outstanding options positions under
applicable guidance established by the Internal Revenue Service (the "Service").
Under certain circumstances, however, the Fund may enter into options
transactions or certain other investments that may constitute positions in a
straddle. If two or more positions constitute a straddle, recognition of a
realized loss from one position must generally be deferred to the extent of
unrecognized gain in an offsetting position. In addition, long-term capital gain
may be recharacterized as short-term capital gain, or short-term capital loss as
long-term capital loss. Interest and other carrying charges allocable to
personal property that is part of a straddle are not currently deductible but
must instead be capitalized. Similarly, "wash sale" rules apply to prevent the
recognition of loss by the Fund from the disposition of stock or securities at a
loss in a case in which identical or substantially identical stock or securities
(or an option to acquire such property) is or has been acquired within a
prescribed period.

    The Code allows a taxpayer to elect to offset gains and losses from
positions that are part of a "mixed straddle." A "mixed straddle" is any
straddle in which one or more but not all positions are section 1256 contracts.
The Fund may be eligible to elect to establish one or more mixed straddle
accounts for certain of its mixed straddle trading positions. The mixed straddle
account rules require a daily "marking to market" of all open positions in the
account and a daily netting of gains and losses from all positions in the
account. At the end of a taxable year, the annual net gains or losses from the
mixed straddle account are recognized for tax purposes. The net capital gain or
loss is treated as 60% long-term and 40% short-term capital gain or loss if
attributable to the section 1256 contract positions, or all short-term capital
gain or loss if attributable to the non-section 1256 contract positions.

    The Fund may recognize gain (but not loss) from a constructive sale of
certain "appreciated financial positions" if the Fund enters into a short sale,
offsetting notional principal contract, or forward contract transaction with
respect to the appreciated position or substantially identical property.
Appreciated financial positions subject to this constructive sale treatment
include interests (including options and forward contracts and short sales) in
stock and certain other instruments. Constructive sale treatment does not apply
if the transaction is closed out not later than thirty days after the end of the
taxable year in which the transaction was initiated, and the underlying
appreciated securities position is held unhedged for at least the next sixty
days after the hedging transaction is closed.

    Gain or loss from a short sale of property is generally considered as
capital gain or loss to the extent the property used to close the short sale
constitutes a capital asset in the Fund's hands. Except with respect to certain
situations where the property used to close a short sale has a long-term holding
period on the date the short sale is entered into, gains on short sales
generally are short-term capital gains. A loss on a short sale will be treated
as a long-term capital loss if, on the date of the short sale, "substantially
identical property" has been held by the Fund for more than one year. In
addition, entering into a short sale may result in suspension of the holding
period of "substantially identical property" held by the Fund.

    Gain or loss on a short sale will generally not be realized until such time
as the short sale is closed. However, as described above in the discussion of
constructive sales, if the Fund holds a short sale position with respect to
securities that have appreciated in value, and it then acquires property that is
the same as or substantially identical to the property sold short, the Fund
generally will recognize gain on the date it


                                       24

<PAGE>

acquires such property as if the short sale were closed on such date with such
property. Similarly, if the Fund holds an appreciated financial position with
respect to securities and then enters into a short sale with respect to the same
or substantially identical property, the Fund generally will recognize gain as
if the appreciated financial position were sold at its fair market value on the
date it enters into the short sale. The subsequent holding period for any
appreciated financial position that is subject to these constructive sale rules
will be determined as if such position were acquired on the date of the
constructive sale.

    The Fund's transactions in futures contracts and options will be subject to
special provisions of the Code that, among other things, may affect the
character of gains and losses realized by the Fund (i.e., may affect whether
gains or losses are ordinary or capital, or short-term or long-term), may
accelerate recognition of income to the Fund and may defer Fund losses. These
rules could, therefore, affect the character, amount and timing of distributions
to shareholders. These provisions also (a) will require the Fund to mark-to-
market certain types of the positions in its portfolio (i.e., treat them as if
they were closed out), and (b) may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy
the 90% distribution requirement for qualifying to be taxed as a RIC and the 98%
distribution requirement for avoiding excise taxes. The Fund will monitor its
transactions, will make the appropriate tax elections and will make the
appropriate entries in its books and records when it acquires any futures
contract, option or hedged investment in order to mitigate the effect of these
rules and prevent disqualification of the Fund from being taxed as a regulated
investment company.

    Further, certain of the Fund's investment practices are subject to special
and complex federal income tax provisions that may, among other things, (i)
convert dividends that would otherwise constitute qualified dividend income into
short-term capital gain or ordinary income taxed at the higher rate applicable
to ordinary income, (ii) treat dividends that would otherwise be eligible for
the corporate dividends received deduction as ineligible for such treatment,
(iii) disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (iv) convert long-term capital gain into short-term capital gain or
ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited), (vi) cause the Fund to recognize
income or gain without a corresponding receipt of cash, (vii) adversely affect
the time as to when a purchase or sale of stock or securities is deemed to
occur, (viii) adversely alter the characterization of certain complex financial
transactions, and (ix) produce income that will not qualify as good income for
purposes of the 90% annual gross income requirement described above. While it
may not always be successful in doing so, the Fund will seek to avoid or
minimize any adverse tax consequences of its investment practices.

    Dividends and interest received, and gains realized, by the Fund on foreign
securities may be subject to income, withholding or other taxes imposed by
foreign countries and United States possessions (collectively "foreign taxes")
that would reduce the return on its securities. Tax conventions between certain
countries and the United States, however, may reduce or eliminate foreign taxes,
and many foreign countries do not impose taxes on capital gains in respect of
investments by foreign investors. Shareholders will generally not be entitled to
claim a credit or deduction with respect to foreign taxes paid by the Fund.

    The Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in
general, meets either of the following tests: (1) at least 75% of its gross
income is passive or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, the
Fund will be subject to United States federal income tax on a portion of any
"excess distribution" received on the stock of a PFIC or of any gain from
disposition of that stock (collectively "PFIC income"), plus interest thereon,
even if the Fund distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent it distributes that income to its shareholders.

    If the Fund invests in a PFIC and elects to treat the PFIC as a "qualified
electing fund" ("QEF"), then in lieu of the foregoing tax and interest
obligation, the Fund will be required to include in income each year its pro
rata share of the QEF's annual ordinary earnings and net capital gain -- which
it may have to


                                       25

<PAGE>

distribute to satisfy the distribution requirement and avoid imposition of the
excise tax -- even if the QEF does not distribute those earnings and gain to the
Fund. In most instances it will be very difficult, if not impossible, to make
this election because of certain of its requirements.

    The Fund may elect to "mark to market" its stock in any PFIC. "Marking-to-
market," in this context, means including in ordinary income each taxable year
the excess, if any, of the fair market value of a PFIC's stock over the Fund's
adjusted basis therein as of the end of that year. Pursuant to the election, the
Fund also would be allowed to deduct (as an ordinary, not capital, loss) the
excess, if any, of its adjusted basis in PFIC stock over the fair market value
thereof as of the taxable year-end, but only to the extent of any net mark-to-
market gains (reduced by any prior deductions) with respect to that stock
included by the Fund for prior taxable years under the election. The Fund's
adjusted basis in each PFIC's stock with respect to which it has made this
election will be adjusted to reflect the amounts of income included and
deductions taken thereunder.

    Under Section 988 of the Code, gains or losses attributable to fluctuations
in exchange rates between the time the Fund accrues income or receivables or
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such income or receivables or pays such liabilities are
generally treated as ordinary income or loss. Similarly, gains or losses on
foreign currency forward contracts and the disposition of debt securities
denominated in a foreign currency, to the extent attributable to fluctuations in
exchange rate between the acquisition and disposition dates, are also treated as
ordinary income or loss.

    Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
("TIN") and certain certifications required by the Service as well as
shareholders with respect to whom the Fund has received certain information from
the Service or a broker may be subject to "backup" withholding of federal income
tax arising from the Fund's taxable dividends and other distributions as well as
the gross proceeds of sales of shares, at a rate of 28% for amounts paid during
2006. An individual's TIN is generally his or her social security number. Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a shareholder may be refunded or
credited against such shareholder's United States federal income tax liability,
if any, provided that the required information is furnished to the Service.

    The foregoing briefly summarizes some of the important federal income tax
consequences to common shareholders of investing in common shares, reflects the
United States federal tax law as of the date of this Statement of Additional
Information, and does not address special tax rules applicable to certain types
of investors, such as corporate and foreign investors. Unless otherwise noted,
this discussion assumes that an investor is a United States person and holds
Common Shares as a capital asset. This discussion is based upon present
provisions of the Code, the regulations promulgated thereunder, and judicial and
administrative ruling authorities, all of which are subject to change or
differing interpretations by the courts or the Service retroactively or
prospectively. Investors should consult their tax advisors regarding other
federal, state or local tax considerations that may be applicable to their
particular circumstances, as well as any proposed tax law changes.

                                OTHER INFORMATION

    The Fund is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may, in
certain circumstances, be held personally liable as partners for the obligations
of the trust. The Declaration of Trust contains an express disclaimer of
shareholder liability in connection with Fund property or the acts, obligations
or affairs of the Fund. The Declaration of Trust, together with the Fund's By-
laws, also provides for indemnification out of Fund property of any shareholder
held personally liable for the claims and liabilities to which a shareholder may
become subject by sole reason of being or having been a shareholder. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself is unable to meet
its obligations. The Fund has been advised by its counsel that the risk of any
shareholder incurring any liability for the obligations of the Fund is remote.



                                       26

<PAGE>

    The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law; but nothing in the Declaration of
Trust protects a Trustee against any liability to the Fund or its shareholders
to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office. Voting rights are not cumulative, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees and, in such event, the holders of the remaining
less than 50% of the shares voting on the matter will not be able to elect any
Trustees.

    The Declaration of Trust provides that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Fund's custodian or
by votes cast at a meeting called for that purpose. The Declaration of Trust
further provides that the Trustees of the Fund shall promptly call a meeting of
the shareholders for the purpose of voting upon a question of removal of any
such Trustee or Trustees when requested in writing to do so by the record
holders of not less than 10% of the outstanding shares.

    The Fund's Prospectus and this SAI do not contain all of the information set
forth in the Registration Statement that the Fund has filed with the SEC. The
complete Registration Statement may be obtained from the SEC upon payment of the
fee prescribed by its Rules and Regulations.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Deloitte & Touche LLP, Boston, Massachusetts, is the independent registered
public accounting firm for the Fund, providing audit services, tax return
preparation, and consultation with respect to the preparation of filings with
the SEC.



                                       27

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Trustees and Shareholders of Eaton Vance Tax-Managed Diversified
Equity Income Fund:

    We have audited the accompanying statement of assets and liabilities of
Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund) as of
November 9, 2006 and the related statement of operations for the period from
October 5, 2005 (date of organization) through November 9, 2006. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Fund is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Fund as of November 9,
2006, and the results of its operations for the period from October 5, 2005
(date of organization) through November 9, 2006 in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, MA
November 10, 2006



                                       28

<PAGE>

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
AS OF NOVEMBER 9, 2006



<Table>
<S>                                                                    <C>

ASSETS
  Cash...............................................................  $100,000
  Offering costs.....................................................   500,000
  Receivable from Adviser............................................    15,000
                                                                       --------
  Total assets.......................................................  $615,000
                                                                       ========

LIABILITIES
  Accrued offering costs.............................................  $500,000
  Accrued organizational costs.......................................    15,000
                                                                       --------
  Total liabilities..................................................  $515,000
                                                                       ========
Net assets applicable to 5,000 common shares of beneficial interest
  issued and outstanding.............................................  $100,000
                                                                       ========
NET ASSET VALUE AND OFFERING PRICE PER SHARE.........................  $  20.00
                                                                       ========

</Table>


STATEMENT OF OPERATIONS
PERIOD FROM OCTOBER 5, 2005 (DATE OF ORGANIZATION) THROUGH NOVEMBER 9, 2006


<Table>
<S>                                                                    <C>

INVESTMENT INCOME....................................................  $       --
                                                                       ----------
EXPENSES
  Organization costs.................................................    $ 15,000
  Expense reimbursement..............................................     (15,000)
                                                                       ----------
     Net expenses....................................................          --
                                                                       ----------
NET INVESTMENT INCOME................................................    $     --
                                                                       ==========

</Table>



                       See notes to financial statements.



                                       29

<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1:  ORGANIZATION

    The Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund") was
organized as a Massachusetts business trust on October 5, 2005 and has been
inactive since that date except for matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended, and the sale of 5,000 common shares to Eaton Vance Management, the
Fund's Investment Adviser (the "Adviser").

    Eaton Vance Management, or an affiliate, has agreed to reimburse all
organizational costs, estimated at approximately $15,000. Eaton Vance
Management, or an affiliate, directly provided certain organizational services
to the Fund at no expense. The costs of such services are not material.

    Eaton Vance Management, or an affiliate, has agreed to pay all offering
costs (other than sales loads) that exceed $0.04 per common share. The total
estimated fund offering costs are $634,925, of which the Fund would pay $500,000
and Eaton Vance Management would pay $134,925 based on such estimate.

    The Fund is a newly organized, diversified, closed-end management investment
company. The Fund's primary investment objective is to provide current income
and gains, with a secondary objective of capital appreciation. The Fund will
seek to generate current earnings in part by employing an option strategy of
writing (selling) index call options on a portion of the value of the Fund's
total assets under normal market conditions. Writing index call options is a
specialized investment practice that involves certain related risks and tax
consequences. Upon the writing of a call option, an amount equal to the premium
received by the Fund is included in the Statement of Assets and Liabilities as a
liability. The amount of the liability is subsequently marked-to-market to
reflect the current value of the option written in accordance with the Fund's
policies on investment valuation. Premiums received from writing options which
expire are treated as realized gains. Premiums received from writing options
which are exercised or are closed are added to or offset against the proceeds or
amount paid on the transaction to determine the realized gain or loss. When a
call option is exercised, the Fund will be required to deliver an amount of cash
determined by the excess of the value of the applicable index at contract
termination over the exercise price of the option. Thus, the exercise of index
call options sold by the Fund may require the Fund to sell portfolio securities
to generate cash at inopportune times or for unattractive prices.

    Although, the Fund has no current intention to do so, the Fund is authorized
and reserves the flexibility to use leverage through the issuance of preferred
shares and/or borrowings, including the issuance of debt securities. The costs
of issuing preferred shares and/or a borrowing program would be borne by Common
Shareholders and consequently would result in a reduction of net asset value of
Common Shares. In addition, the fee paid to Eaton Vance will be calculated on
the basis of the Fund's average daily gross assets, including proceeds from the
issuance of preferred shares and/or borrowings, so the fees will be higher when
leverage is utilized.

NOTE 2:  ACCOUNTING POLICIES

    The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America which require
management to make estimates. Actual results may differ from those estimates.

    The Fund's share of offering costs will be recorded within paid in capital
as a reduction of the proceeds from the sale of common shares upon the
commencement of Fund operations. The offering costs reflected above assume the
sale of 12,500,000 common shares or $238,750,000 after taking account of the
Fund's sales load.



                                       30

<PAGE>

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)


NOTE 3:  INVESTMENT MANAGEMENT AGREEMENT

    Pursuant to an investment advisory agreement between the Adviser and the
Fund, the Fund has agreed to pay an investment advisory fee, payable on a
monthly basis, at an annual rate of 1.00% of the average daily gross assets of
the Fund. Gross assets of the Fund shall be calculated by deducting accrued
liabilities of the Fund not including the amount of any preferred shares
outstanding or the principal amount of any indebtedness for money borrowed.

    Pursuant to a sub-advisory agreement between the Adviser and Rampart
Investment Management Company, Inc. ("Rampart"), the Adviser has agreed to pay a
sub-advisory fee to Rampart, in an annual amount equal to 0.05% of the value of
the Fund's average daily gross assets that are subject to written call options.

NOTE 4:  FEDERAL INCOME TAXES

    The Fund intends to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of its
taxable income, including any net realized gain on investments.



                                       31

<PAGE>

                                                                      APPENDIX A

                                EATON VANCE FUNDS
                       PROXY VOTING POLICY AND PROCEDURES

I.  OVERVIEW

    The Boards of Trustees (the "Boards") of the Eaton Vance Funds (the "Funds")
recognize that it is their fiduciary responsibility to actively monitor the
Funds' operations. The Boards have always placed paramount importance on their
oversight of the implementation of the Funds' investment strategies and the
overall management of the Funds' investments. A critical aspect of the
investment management of the Funds continues to be the effective assessment and
voting of proxies relating to the Funds' portfolio securities. While the Boards
will continue to delegate the day-to-day responsibilities relating to the
management of the proxy-voting process to the relevant investment adviser or
sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case
of a master-feeder arrangement), the Boards have determined that it is in the
interests of the Funds' shareholders to adopt these written proxy voting policy
and procedures (the "Policy"). For purposes of this Policy the term "Fund" shall
include a Fund's underlying portfolio in the case of a master-feeder arrangement
and the term "Adviser" shall mean the adviser to a Fund or its sub-adviser if a
sub-advisory relationship exists.

II.  DELEGATION OF PROXY VOTING RESPONSIBILITIES

    Pursuant to investment advisory agreements between each Fund and its
Adviser, the Adviser has long been responsible for reviewing proxy statements
relating to Fund investments and, if the Adviser deems it appropriate to do so,
to vote proxies on behalf of the Funds. The Boards hereby formally delegate this
responsibility to the Adviser, except as otherwise described in this Policy. In
so doing, the Boards hereby adopt on behalf of each Fund the proxy voting
policies and procedures of the Adviser(s) to each Fund as the proxy voting
policies and procedures of the Fund. The Boards recognize that the Advisers may
from time to time amend their policies and procedures. The Advisers will report
material changes to the Boards in the manner set forth in Section IV below. In
addition, the Boards will annually review and approve the Advisers' proxy voting
policies and procedures.

III.  DELEGATION OF PROXY VOTING DISCLOSURE RESPONSIBILITIES

    The Securities and Exchange Commission (the "Commission") recently enacted
certain new reporting requirements for registered investment companies. The
Commission's new regulations require that funds (other than those which invest
exclusively in non-voting securities) make certain disclosures regarding their
proxy voting activities. The most significant disclosure requirement for the
Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment
Company Act of 1940, as amended (the "1940 Act"), to file Form N-PX no later
than August 31st of each year beginning in 2004. Under Form N-PX, each Fund will
be required to disclose, among other things, information concerning proxies
relating to the Fund's portfolio investments, whether or not the Fund (or its
Adviser) voted the proxies relating to securities held by the Fund and how it
voted in the matter and whether it voted for or against management.

    The Boards hereby delegate to each Adviser the responsibility for recording,
compiling and transmitting in a timely manner all data required to be filed on
Form N-PX to Eaton Vance Management, which acts as administrator to each of the
Funds (the "Administrator"), for each Fund that such Adviser manages. The Boards
hereby delegate the responsibility to file Form N-PX on behalf of each Fund to
the Administrator.

IV.  CONFLICTS OF INTEREST

    The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to
put the interests of each Fund and its shareholders above those of the Adviser.
In the event that in connection with its proxy voting responsibilities a
material conflict of interest arises between a Fund's shareholders and the
Fund's Adviser


                                       A-1

<PAGE>

or the Administrator (or any of their affiliates) or any affiliated person of
the Fund and the Proxy Administrator intends to vote the proxy in a manner
inconsistent with the guidelines approved by the Board, the Adviser, to the
extent it is aware or reasonably should have been aware of the material
conflict, will refrain from voting any proxies related to companies giving rise
to such material conflict until it notifies and consults with the appropriate
Board(s), or a committee or sub-committee of such Board, concerning the material
conflict.

    Once the Adviser notifies the relevant Board(s), committee or sub-committee
of the Board, of the material conflict, the Board(s), committee or sub-
committee, shall convene a meeting to review and consider all relevant materials
related to the proxies involved. In considering such proxies, the Adviser shall
make available all materials requested by the Board, committee or sub-committee
and make reasonably available appropriate personnel to discuss the matter upon
request. The Board, committee or sub-committee will instruct the Adviser on the
appropriate course of action. If the Board, committee or sub-committee is unable
to meet and the failure to vote a proxy would have a material adverse impact on
the Fund(s) involved, each Adviser will have the right to vote such proxy,
provided that it discloses the existence of the material conflict to the Board,
committee or sub-committee at its next meeting. Any determination regarding the
voting of proxies of each Fund that is made by the committee or sub-committee
shall be deemed to be a good faith determination regarding the voting of proxies
by the full Board.

V.  REPORTS

    The Administrator shall make copies of each Form N-PX filed on behalf of the
Funds available for the Boards' review upon the Boards' request. The
Administrator (with input from the Adviser for the relevant Fund(s)) shall also
provide any reports reasonably requested by the Boards regarding the proxy
voting records of the Funds.

    Each Adviser shall annually report any material changes to such Adviser's
proxy voting policies and procedures to the relevant Board(s) and the relevant
Board(s) will annually review and approve the Adviser's proxy voting policies
and procedures. Each Adviser shall report any changes to such Adviser's proxy
voting policies and procedures to the Administrator prior to implementing such
changes in order to enable the Administrator to effectively coordinate the
Funds' disclosure relating to such policies and procedures.

                             EATON VANCE MANAGEMENT
                         BOSTON MANAGEMENT AND RESEARCH
                      PROXY VOTING POLICIES AND PROCEDURES

I.  INTRODUCTION

    Eaton Vance Management, Boston Management and Research and Eaton Vance
Investment Counsel (each an "Adviser" and collectively the "Advisers") have each
adopted and implemented policies and procedures that each Adviser believes are
reasonably designed to ensure that proxies are voted in the best interest of
clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the
Investment Advisers Act of 1940, as amended. The Advisers' authority to vote the
proxies of their clients is established by their advisory contracts or similar
documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures.
These proxy policies and procedures reflect the U.S. Securities and Exchange
Commission ("SEC") requirements governing advisers and the long-standing
fiduciary standards and responsibilities for ERISA accounts set out in the
Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).

II.  OVERVIEW

    Each Adviser manages its clients' assets with the overriding goal of seeking
to provide the greatest possible return to such clients consistent with
governing laws and the investment policies of each client. In pursuing that
goal, each Adviser seeks to exercise its clients' rights as shareholders of
voting securities to


                                       A-2

<PAGE>

support sound corporate governance of the companies issuing those securities
with the principle aim of maintaining or enhancing the companies' economic
value.

    The exercise of shareholder rights is generally done by casting votes by
proxy at shareholder meetings on matters submitted to shareholders for approval
(for example, the election of directors or the approval of a company's stock
option plans for directors, officers or employees). Each Adviser is adopting the
formal written Guidelines described in detail below and will utilize such
Guidelines in voting proxies on behalf of its clients. These Guidelines are
designed to promote accountability of a company's management and board of
directors to its shareholders and to align the interests of management with
those of shareholders.

    Each Adviser will vote any proxies received by a client for which it has
sole investment discretion through a third-party proxy voting service ("Agent")
in accordance with customized policies, as approved by the Boards of Trustees of
the Eaton Vance Funds and, with respect to proxies referred back to the Adviser
by the Agent pursuant to the Guidelines, in a manner that is reasonably designed
to eliminate any potential conflicts of interest, as described more fully below.
The Agent is currently Institutional Shareholder Services Inc. Proxies will be
voted in accordance with client-specific guidelines and an Eaton Vance Fund's
sub-adviser's proxy voting policies and procedures, if applicable.

    No set of Guidelines can anticipate all situations that may arise. In
special cases, the Proxy Administrator (the person specifically charged with the
responsibility to oversee the Agent and coordinate the voting of proxies
referred back to the Adviser by the Agent) may seek insight from the Proxy Group
established by the Advisers. The Proxy Group will assist in the review of the
Agent's recommendation when a proxy voting issue is referred to the Proxy Group
through the Proxy Administrator. The members of the Proxy Group, which may
include employees of the Advisers' affiliates, may change at the Advisers'
discretion.

III.  ROLES AND RESPONSIBILITIES

A.  PROXY ADMINISTRATOR

    The Proxy Administrator will assist in the coordination of the voting of
each client's proxy in accordance with the Guidelines below and the Funds' Proxy
Voting Policy and Procedures. The Proxy Administrator is authorized to direct
the Agent to vote a proxy in accordance with the Guidelines. Responsibilities
assigned herein to the Proxy Administrator, or activities in support thereof,
may be performed by such members of the Proxy Group or employees of the
Advisers' affiliates as are deemed appropriate by the Proxy Group.

B.  AGENT

    An independent proxy voting service (the "Agent"), as approved by the Board
of each Fund, shall be engaged to assist in the voting of proxies. The Agent is
currently Institutional Shareholder Services Inc. The Agent is responsible for
coordinating with the clients' custodians and the Advisers to ensure that all
proxy materials received by the custodians relating to the portfolio securities
are processed in a timely fashion. The Agent is required to vote and/or refer
all proxies in accordance with the Guidelines below. The Agent shall retain a
record of all proxy votes handled by the Agent. Such record must reflect all of
the information required to be disclosed in a Fund's Form N-PX pursuant to Rule
30b1-4 under the Investment Company Act of 1940, as amended. In addition, the
Agent is responsible for maintaining copies of all proxy statements received by
issuers and to promptly provide such materials to an Adviser upon request.

    Subject to the oversight of the Advisers, the Agent shall establish and
maintain adequate internal controls and policies in connection with the
provision of proxy voting services to the Advisers, including methods to
reasonably ensure that its analysis and recommendations are not influenced by a
conflict of interest, and shall disclose such controls and policies to the
Advisers when and as provided for herein. Unless otherwise specified, references
herein to recommendations of the Agent shall refer to those in which no conflict
of interest has been identified.



                                       A-3

<PAGE>

C.  PROXY GROUP

    The Adviser shall establish a Proxy Group which shall assist in the review
of the Agent's recommendations when a proxy voting issue has been referred to
the Proxy Administrator by the Agent. The members of the Proxy Group, which may
include employees of the Advisers' affiliates, may be amended from time to time
at the Advisers' discretion.

    For each proposal referred to the Proxy Group, the Proxy Group will review
the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other
resources that any member of the Proxy Group deems appropriate to aid in a
determination of the recommendation.

    If the Proxy Group recommends a vote in accordance with the Guidelines, or
the recommendation of the Agent, where applicable, it shall instruct the Proxy
Administrator to so advise the Agent.

    If the Proxy Group recommends a vote contrary to the Guidelines, or the
recommendation of the Agent, where applicable, or if the proxy statement relates
to a conflicted company of the Agent, as determined by the Advisers, it shall
follow the procedures for such voting outlined below.

    The Proxy Administrator shall use best efforts to convene the Proxy Group
with respect to all matters requiring its consideration. In the event the Proxy
Group cannot meet in a timely manner in connection with a voting deadline, the
Proxy Administrator shall follow the procedures for such voting outlined below.

IV.  PROXY VOTING GUIDELINES ("GUIDELINES")

A.  GENERAL POLICIES

    It shall generally be the policy of the Advisers to take no action on a
proxy for which no client holds a position or otherwise maintains an economic
interest in the relevant security at the time the vote is to be cast.

    In all cases except those highlighted below, it shall generally be the
policy of the Advisers to vote in accordance with the recommendation by the
Agent, Institutional Shareholder Services Inc.

    When a fund client participates in the lending of its securities and the
securities are on loan at the record date, proxies related to such securities
generally will not be forwarded to the relevant Adviser by the fund's custodian
and therefore will not be voted. In the event that the Adviser determines that
the matters involved would have a material effect on the applicable fund's
investment in the loaned securities, the fund will exercise its best efforts to
terminate the loan in time to be able to cast such vote or exercise such
consent.

    Interpretation and application of these Guidelines is not intended to
supersede any law, regulation, binding agreement or other legal requirement to
which an issuer may be or become subject. The Guidelines relate to the types of
proposals that are most frequently presented in proxy statements to
shareholders. Absent unusual circumstances, each Adviser will utilize these
Guidelines when voting proxies on behalf of its clients. The Guidelines may be
revised at any time, provided such revisions are reported to the Boards of
Trustees of the Eaton Vance Funds.

B.  PROPOSALS REGARDING MERGERS AND CORPORATE RESTRUCTURINGS

    The Agent shall be directed to refer proxy proposals accompanied by its
written analysis and voting recommendation to the Proxy Administrator for all
proposals relating to Mergers and Corporate Restructurings.

C.  PROPOSALS REGARDING MUTUAL FUND PROXIES -- DISPOSITION OF
    ASSETS/TERMINATION/LIQUIDATION AND MERGERS

    The Agent shall be directed to refer proxy proposals accompanied by its
written analysis and voting recommendation to the Proxy Administrator for all
proposals relating to the Disposition of Assets/ Termination/Liquidation and
Mergers contained in mutual fund proxies.



                                       A-4

<PAGE>

D.  CORPORATE STRUCTURE MATTERS/ANTI-TAKEOVER DEFENSES

    As a general matter, the Advisers will normally vote against anti-takeover
measures and other proposals designed to limit the ability of shareholders to
act on possible transactions (except in the case of closed-end management
investment companies).

E.  SOCIAL AND ENVIRONMENTAL ISSUES

    The Advisers generally support management on social and environmental
proposals.

F.  VOTING PROCEDURES

    Upon receipt of a referral from the Agent or upon advice from an Eaton Vance
investment professional, the Proxy Administrator may solicit additional research
from the Agent, as well as from any other source or service.

    1.  WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or,
where applicable, Agent Recommendation

    In the event the Proxy Administrator recommends a vote within the Guidelines
and/or, where applicable, in accordance with the Agent's recommendation, the
Proxy Administrator will instruct the Agent to vote in this manner.

    2.  NON-VOTES: Votes in Which No Action is Taken

    The Proxy Administrator may recommend that a client refrain from voting
under the following circumstances: (i) if the economic effect on shareholders'
interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with securities no longer held in the
portfolio of a client or proxies being considered on behalf of a client that is
no longer in existence; or (ii) if the cost of voting a proxy outweighs the
benefits, e.g., certain international proxies, particularly in cases in which
share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Administrator may instruct the
Agent not to vote such proxy.

    Reasonable efforts shall be made to secure and vote all other proxies for
the clients, but, particularly in markets in which shareholders' rights are
limited, Non-Votes may also occur in connection with a client's related
inability to timely access ballots or other proxy information in connection with
its portfolio securities.

    Non-Votes may also result in certain cases in which the Agent's
recommendation has been deemed to be conflicted, as provided for herein.

    3.  OUT-OF-GUIDELINES VOTES: Votes Contrary to the Guidelines, or Agent
Recommendation, where applicable, Where No Recommendation is Provided by Agent,
or Where Agent's Recommendation is Conflicted

    If the Proxy Administrator recommends that a client vote contrary to the
Guidelines, or the recommendation of the Agent, where applicable, if the Agent
has made no recommendation on a matter requiring case-by-case consideration and
the Guidelines are silent, or the Agent's recommendation on a matter requiring
case-by-case consideration is deemed to be conflicted, the Proxy Administrator
will forward the Agent's analysis and recommendation and any research obtained
from the Agent or any other source to the Proxy Group. The Proxy Group may
consult with the Agent as it deems necessary. The Proxy Administrator will
instruct the Agent to vote the proxy as recommended by the Proxy Group. The
Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds
reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as
applicable, and shall do so no less than annually.

    The Proxy Administrator will maintain a record of all proxy questions that
have been referred by the Agent, all applicable recommendations, analysis and
research received and any resolution of the matter.



                                       A-5

<PAGE>

V.  RECORDKEEPING

    The Advisers will maintain records relating to the proxies they vote on
behalf of their clients in accordance with Section 204-2 of the Investment
Advisers Act of 1940, as amended. Those records will include:

    - A copy of the Advisers' proxy voting policies and procedures;

    - Proxy statements received regarding client securities. Such proxy
      statements received from issuers are either in the SEC's EDGAR database or
      are kept by the Agent and are available upon request;

    - A record of each vote cast;

    - A copy of any document created by the Advisers that was material to making
      a decision on how to vote a proxy for a client or that memorializes the
      basis for such a decision; and

    - Each written client request for proxy voting records and the Advisers'
      written response to any client request (whether written or oral) for such
      records.

    All records described above will be maintained in an easily accessible place
for five years and will be maintained in the offices of the Advisers or their
Agent for two years after they are created.

VI.  ASSESSMENT OF AGENT AND IDENTIFICATION AND RESOLUTION OF CONFLICTS WITH
     CLIENTS

A.  ASSESSMENT OF AGENT

    The Advisers shall establish that the Agent (i) is independent from the
Advisers, (ii) has resources that indicate it can competently provide analysis
of proxy issues, and (iii) can make recommendations in an impartial manner and
in the best interests of the clients and, where applicable, their beneficial
owners. The Advisers shall utilize, and the Agent shall comply with, such
methods for establishing the foregoing as the Advisers may deem reasonably
appropriate and shall do so not less than annually as well as prior to engaging
the services of any new proxy voting service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to
information previously provided to an Adviser in connection with establishing
the Agent's independence, competence or impartiality.

B.  CONFLICTS OF INTEREST

    As fiduciaries to their clients, each Adviser puts the interests of its
clients ahead of its own. In order to ensure that relevant personnel of the
Advisers are able to identify potential material conflicts of interest, each
Adviser will take the following steps:

    - Quarterly, the Eaton Vance Legal and Compliance Department will seek
      information from the department heads of each department of the Advisers
      and of Eaton Vance Distributors, Inc. ("EVD") (an affiliate of the
      Advisers and principal underwriter of certain Eaton Vance Funds). Each
      department head will be asked to provide a list of significant clients or
      prospective clients of the Advisers or EVD.

    - A representative of the Legal and Compliance Department will compile a
      list of the companies identified (the "Conflicted Companies") and provide
      that list to the Proxy Administrator.

    - The Proxy Administrator will compare the list of Conflicted Companies with
      the names of companies for which he or she has been referred a proxy
      statement (the "Proxy Companies"). If a Conflicted Company is also a Proxy
      Company, the Proxy Administrator will report that fact to the Proxy Group.

    - If the Proxy Administrator expects to instruct the Agent to vote the proxy
      of the Conflicted Company strictly according to the Guidelines contained
      in these Proxy Voting Policies and Procedures (the "Policies") or the
      recommendation of the Agent, as applicable, he or she will


                                       A-6

<PAGE>

      (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote
      the proxies and (iii) record the existence of the material conflict and
      the resolution of the matter.

    - If the Proxy Administrator intends to instruct the Agent to vote in a
      manner inconsistent with the Guidelines contained herein or, the
      recommendation of the Agent, as applicable, the Proxy Group, in
      consultation with Eaton Vance senior management, will then determine if a
      material conflict of interest exists between the relevant Adviser and its
      clients. If the Proxy Group, in consultation with Eaton Vance senior
      management, determines that a material conflict exists, prior to
      instructing the Agent to vote any proxies relating to these Conflicted
      Companies the Adviser will seek instruction on how the proxy should be
      voted from:

     - The client, in the case of an individual or corporate client;

     - In the case of a Fund its board of directors, or any committee or sub-
       committee identified by the board; or

     - The adviser, in situations where the Adviser acts as a sub-adviser to
       such adviser.

    The Adviser will provide all reasonable assistance to each party to enable
such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct
the Adviser on how to vote the proxy, the Adviser will generally instruct the
Agent, through the Proxy Administrator, to abstain from voting in order to avoid
the appearance of impropriety. If however, the failure of the Adviser to vote
its clients' proxies would have a material adverse economic impact on the
Advisers' clients' securities holdings in the Conflicted Company, the Adviser
may instruct the Agent, through the Proxy Administrator, to vote such proxies in
order to protect its clients' interests. In either case, the Proxy Administrator
will record the existence of the material conflict and the resolution of the
matter.

    The Advisers shall also identify and address conflicts that may arise from
time to time concerning the Agent. Upon the Advisers' request, which shall be
not less than annually, and within fifteen (15) calendar days of any material
change to such information previously provided to an Adviser, the Agent shall
provide the Advisers with such information as the Advisers deem reasonable and
appropriate for use in determining material relationships of the Agent that may
pose a conflict of interest with respect to the Agent's proxy analysis or
recommendations. Such information shall include, but is not limited to, a
monthly report from the Agent detailing the Agent's Corporate Securities
Division clients and related revenue data. The Advisers shall review such
information on a monthly basis. The Proxy Administrator shall instruct the Agent
to refer any proxies for which a material conflict of the Agent is deemed to be
present to the Proxy Administrator. Any such proxy referred by the Agent shall
be referred to the Proxy Group for consideration accompanied by the Agent's
written analysis and voting recommendation. The Proxy Administrator will
instruct the Agent to vote the proxy as recommended by the Proxy Group.



                                       A-7

<PAGE>

             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

                       STATEMENT OF ADDITIONAL INFORMATION
                                NOVEMBER   , 2006


                                  -------------


                      INVESTMENT ADVISER AND ADMINISTRATOR
                             Eaton Vance Management
                                255 State Street
                                Boston, MA 02109

                                   SUB-ADVISER
                   Rampart Investment Management Company, Inc.
                             One International Place
                                Boston, MA 02110

                                    CUSTODIAN
                         Investors Bank & Trust Company
                              200 Clarendon Street
                                Boston, MA 02116

                                 TRANSFER AGENT
                                    PFPC Inc.
                                 P.O. Box 43027
                            Providence, RI 02940-3027

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                              Deloitte & Touche LLP
                               200 Berkeley Street
                                Boston, MA 02116

<PAGE>


                                     PART C

                                OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1)      FINANCIAL STATEMENTS:

         Included in Part A:
         Not applicable.

         Included in Part B:
         Report of Independent Registered Public Accounting Firm
         Statement of Assets and Liabilities
         Notes to Financial Statement

----------------------------

(2)      EXHIBITS:

         (a)      (1)      Agreement and Declaration of Trust dated October 5,
                           2005 is incorporated herein by reference to the
                           Registrant's initial Registration Statement on Form
                           N-2 (File Nos. 333-129692 and 811-21832) as to the
                           Registrant's common shares of beneficial interest
                           ("Common Shares") filed with the Securities and
                           Exchange Commission on November 15, 2005 (Accession
                           No. 0000898432-05-000931) ("Initial Common Shares
                           Registration Statement").

                  (2)      Amendment to Agreement and Declaration of Trust dated
                           November 9, 2005 incorporated herein by reference to
                           the Registrant's Initial Common Shares Registration
                           Statement.

                  (3)      Amendment to Agreement and Declaration of Trust dated
                           October 16, 2006 incorporated herein by reference to
                           the Pre-Effective Amendment No. 1 to the Registrant's
                           Initial Common Shares Registration Statement as filed
                           with the Commission on October 24, 2006 (Accession
                           No. 0000950135-06-006428) ("Pre-Effective Amendment
                           No. 1").

         (b)      (1)      By-Laws dated October 5, 2005 are incorporated herein
                           by reference to the Registrant's Initial Common
                           Shares Registration Statement.

                  (2)      Amendment to By-Laws dated November 9, 2005
                           incorporated herein by reference to the Registrant's
                           Initial Common Shares Registration Statement.

                  (3)      Amendment to By-Laws dated October 16, 2006
                           incorporated herein by reference to the Registrant's
                           Pre-Effective Amendment No. 1.

         (c)      Not applicable.


<PAGE>


         (d)      Form of Specimen Certificate for Common Shares of Beneficial
                  Interest incorporated herein by reference to the Registrant's
                  Pre-Effective Amendment No. 1.

         (e)      Dividend Reinvestment Plan incorporated herein by reference to
                  the Registrant's Pre-Effective Amendment No. 1.

         (f)      Not applicable.

         (g)      (1)      Investment Advisory Agreement dated November 14, 2005
                           incorporated herein by reference to the Registrant's
                           Pre-Effective Amendment No. 1.

                  (2)      Amended and Restated Investment Sub-Advisory
                           Agreement with Rampart Investment Management Company,
                           Inc. dated November 13, 2006 filed herewith.

         (h)      (1)      Form of Underwriting Agreement incorporated herein by
                           reference to the Registrant's Pre-Effective Amendment
                           No. 1.

                  (2)      Form of Master Agreement Among Underwriters
                           incorporated herein by reference to the Registrant's
                           Pre-Effective Amendment No. 1.

         (i)      The Securities and Exchange Commission has granted the
                  Registrant an exemptive order that permits the Registrant to
                  enter into deferred compensation arrangements with its
                  independent Trustees. See in the matter of Capital Exchange
                  Fund, Inc., Release No. IC- 20671 (November 1, 1994).

         (j)      (1)      Master Custodian Agreement with Investors Bank &
                           Trust Company dated November 14, 2005 incorporated
                           herein by reference to the Registrant's Pre-Effective
                           Amendment No. 1.

                  (2)      Extension Agreement dated August 31, 2005 to Master
                           Custodian Agreement with Investors Bank & Trust
                           Company filed as Exhibit (j)(2) to the Pre-Effective
                           Amendment No. 2 of Eaton Vance Tax-Managed Global
                           Buy-Write Opportunities Fund (File Nos. 333-123961,
                           811-21745) filed with the Commission on September 26,
                           2005 (Accession No. 0000950135-05-005528) and
                           incorporated herein by reference.

                  (3)      Delegation Agreement dated December 11, 2000, with
                           Investors Bank & Trust Company filed as Exhibit
                           (j)(e) to the Eaton Vance Prime Rate Reserves N-2,
                           Amendment No. 5 (File Nos. 333-32267, 811-05808)
                           filed April 3, 2001 (Accession No.
                           0000940394-01-500126) and incorporated herein by
                           reference.

         (k)      (1)      Transfer Agency and Services Agreement as amended and
                           restated on June 16, 2005 filed as Exhibit (k)(2) to
                           the Pre-Effective Amendment No. 1 of Eaton Vance
                           Tax-Managed Global Buy-Write Opportunities Fund (File
                           Nos. 333-123961 and 811-21745) filed August 24, 2005
                           (Accession No. 0000950135-05-004937) and incorporated
                           herein by reference.


<PAGE>


                  (2)      Supplement to the Transfer Agency and Services
                           Agreement dated November 14, 2005 incorporated herein
                           by reference to the Registrant's Pre-Effective
                           Amendment No. 1.

                  (3)      Administration Agreement dated November 14, 2005
                           incorporated herein by reference to the Registrant's
                           Pre-Effective Amendment No. 1.

                  (4)      Organizational and Expense Reimbursement Agreement
                           filed herewith.

                  (5)      Form of Structuring Fee Agreement with Wachovia
                           Capital Markets, LLC filed herewith.

                  (6)      Form of Structuring Fee Agreement with UBS Securities
                           LLC filed herewith.

                  (7)      Form of Structuring Fee Agreement with Citigroup
                           Global Markets Inc. filed herewith.

                  (8)      Form of Additional Compensation Agreement with
                           qualifying underwriters filed herewith.

         (l)      Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham
                  LLP as to Registrant's Common Shares filed herewith.

         (m)      Not applicable.

         (n)      Consent of Independent Registered Public Accounting Firm filed
                  herewith.

         (o)      Not applicable.

         (p)      Letter Agreement with Eaton Vance Management filed herewith.

         (q)      Not applicable.

         (r)      (1)      Code of Ethics adopted by Eaton Vance Corp., Eaton
                           Vance Management Boston Management and Research,
                           Eaton Vance Distributors, Inc. and the Eaton Vance
                           Funds effective September 1, 2000, as revised
                           February 1, 2006 filed as Exhibit (p)(1) to Post
                           Effective Amendment No. 94 of Eaton Vance Growth
                           Trust (File Nos. 2-22019, 811-1241) filed January
                           27, 2006 (Accession No. 0000940394-06-000125) and
                           incorporated herein by reference.

                  (2)      Code of Ethics for Rampart Investment Management
                           Company, Inc. effective September 1, 2004, as
                           modified February 1, 2005, filed as Exhibit (r)(2) to
                           Pre-Effective Amendment No. 2 of Eaton Vance Tax-
                           Managed Global Buy-Write Opportunities Fund (File
                           Nos. 333-123961, 811-21745) filed September 26, 2005
                           (Accession No. 0000950135-05-005528) and
                           incorporated herein by reference.

         (s)      Power of Attorney dated November 14, 2005 incorporated herein
                  by reference to the Registrant's Pre-Effective Amendment
                  No. 1.


<PAGE>


ITEM 26. MARKETING ARRANGEMENTS

         See Form of Underwriting Agreement incorporated herein by reference to
the Registrant's Pre-Effective Amendment No. 1.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


         The approximate expenses in connection with the offering are as
follows:

<TABLE>
<S>                                                                     <C>
Registration and Filing Fees                                            $321,000
                                                                        --------
National Association of Securities Dealers, Inc. Fees                     30,500
New York Stock Exchange Fees                                              40,000
Costs of Printing and Engraving                                          275,000
Accounting Fees and Expenses                                              15,000
Legal Fees and Expenses                                                  250,000
                                                                        ========
Total                                                                   $931,500
                                                                        --------
</TABLE>

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

         None.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

         Set forth below is the number of record holders as of November 21,
2006, of each class of securities of the Registrant:


<TABLE>
<CAPTION>
Title of Class                                          Number of Record Holders
--------------                                          ------------------------
<S>                                                     <C>
Common Shares of Beneficial interest, par value
$0.01 per share                                                   1
</Table>


ITEM 30. INDEMNIFICATION

         The Registrant's By-Laws filed in the Registrant's Initial Common
Shares Registration Statement contain, and the Form of Underwriting Agreement in
Pre-Effective Amendment No. 1 contains, provisions limiting the liability, and
providing for indemnification, of the Trustees and officers under certain
circumstances.

         Registrant's Trustees and officers are insured under a standard
investment company errors and omissions insurance policy covering loss incurred
by reason of negligent errors and omissions committed in their official
capacities as such. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
provisions described in this Item 30, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification


<PAGE>


against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

         Reference is made to: (i) the information set forth under the caption
"Investment advisory and other services" in the Statement of Additional
Information; (ii) the Eaton Vance Corp. 10-K filed under the Securities Exchange
Act of 1934 (File No. 001-8100); and (iii) the Form ADV of Eaton Vance
Management (File No. 801-15930) filed with the Commission, all of which are
incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

         All applicable accounts, books and documents required to be maintained
by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Boston, MA 02116, and its transfer agent, PFPC Inc., 4400 Computer
Drive, Westborough, MA 01581-5120, with the exception of certain corporate
documents and portfolio trading documents which are in the possession and
custody of Eaton Vance Management, The Eaton Vance Building, 255 State Street,
Boston, MA 02109. Registrant is informed that all applicable accounts, books and
documents required to be maintained by registered investment advisers are in the
custody and possession of Eaton Vance Management.

ITEM 33. MANAGEMENT SERVICES

         Not applicable.

ITEM 34. UNDERTAKINGS

         1. The Registrant undertakes to suspend offering of Common Shares until
the prospectus is amended if (1) subsequent to the effective date of this
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of this Registration Statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

         2. Not applicable.

         3. Not applicable.

         4. Not applicable.

         5. The Registrant undertakes that:

                  a. for the purpose of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in


<PAGE>


reliance upon Rule 430A and contained in the form of prospectus filed by the
Registrant pursuant to 497(h) under the Securities Act shall be deemed to be
part of the Registration Statement as of the time it was declared effective; and

                  b. for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of an oral or written request, its Statement of Additional Information.


<PAGE>


                                     NOTICE

         A copy of the Agreement and Declaration of Trust of Eaton Vance
Tax-Managed Diversified Equity Income Fund, as amended, is on file with the
Secretary of State of the Commonwealth of Massachusetts and notice is hereby
given that this instrument is executed on behalf of the Registrant by an officer
of the Registrant as an officer and not individually and that the obligations of
or arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually, but are binding only upon the assets and
property of the Registrant.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended the Registrant has duly
caused this Pre-Effective Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Boston and the Commonwealth of Massachusetts, on the 21st day of November
2006.



                                     EATON VANCE TAX-MANAGED DIVERSIFIED
                                         EQUITY INCOME FUND


                                     By:   /s/ Duncan W. Richardson
                                           -------------------------------------
                                           Duncan W. Richardson
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended
this Pre-Effective Amendment No. 2 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.


<Table>
<Caption>
Signature                    Title                                  Date
------------------------     ----------------------------------     -----------------
<S>                          <C>                                    <C>
/s/ Duncan W. Richardson     President and Chief Executive          November 21, 2006
------------------------     Officer
Duncan W. Richardson

/s/ Barbara E. Campbell      Treasurer (and Principal Financial     November 21, 2006
------------------------     and Accounting Officer)
Barbara E. Campbell

/s/ James B. Hawkes
------------------------
James B. Hawkes              Trustee                                November 21, 2006

Benjamin C. Esty*
------------------------
Benjamin C. Esty             Trustee                                November 21, 2006

Samuel L. Hayes, III*
------------------------
Samuel L. Hayes, III         Trustee                                November 21, 2006

William H. Park*
------------------------
William H. Park              Trustee                                November 21, 2006

Ronald A. Pearlman*
------------------------
Ronald A. Pearlman           Trustee                                November 21, 2006

Norton H. Reamer*
------------------------
Norton H. Reamer             Trustee                                November 21, 2006

Lynn A. Stout*
------------------------
Lynn A. Stout                Trustee                                November 21, 2006

Ralph F. Verni*
------------------------
Ralph F. Verni               Trustee                                November 21, 2006


*By: /s/ Alan R. Dynner
     -------------------
Alan R. Dynner
(As Attorney-in-Fact)
</Table>


<PAGE>


                                INDEX TO EXHIBITS

(g)(2)   Amended and Restated Investment Sub-Advisory Agreement with Rampart
         Investment Management Company, Inc.

(k)(4)   Organizational and Expense Reimbursement Agreement

(k)(5)   Form of Structuring Fee Agreement with Wachovia Capital Markets, LLC

(k)(6)   Form of Structuring Fee Agreement with UBS Securities LLC

(k)(7)   Form of Structuring Fee Agreement with Citigroup Global Markets Inc.

(k)(8)   Form of Additional Compensation Agreement with qualifying underwriters

(l)      Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP

(n)      Consent of Independent Registered Public Accounting Firm

(p)      Letter Agreement with Eaton Vance Management


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>2
<FILENAME>b62570a2exv99wxgyx2y.txt
<DESCRIPTION>AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
<TEXT>
<PAGE>

                                                                  Exhibit (g)(2)



              EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
             AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT



AGREEMENT effective the 14th day of November, 2005 as amended and restated the
13th day of November, 2006 between Eaton Vance Management, a Massachusetts
business trust (the "Adviser"), and Rampart Investment Management Company, Inc.,
a Massachusetts corporation (the "Sub-Adviser").

WHEREAS, Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Trust") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end, management investment company; and

WHEREAS, pursuant to an Investment Advisory Agreement, dated November 14, 2005
(the "Advisory Agreement"), a copy of which has been provided to the
Sub-Adviser, the Trust has retained the Adviser to render advisory and
management services with regard to the Trust's options strategy; and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser wishes to retain the Sub-Adviser to furnish investment advisory
services to the Trust related to the Trust's options strategy, and the
Sub-Adviser is willing to furnish such services to the Trust and the Adviser.

NOW, THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Sub-Adviser
as follows:

         1.       Appointment. The Adviser hereby appoints the Sub-Adviser to
act as the investment adviser for and to manage the investment and reinvestment
of the assets of the Trust related to the Trust's option strategy on the terms
set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to furnish the services herein set forth herein for the compensation herein
provided. The Sub-Adviser shall not be responsible for aspects of the Trust's
investment program other than its option strategy, including without limitation
purchases and sales of securities other than options, selection of brokers to
conduct such purchases and sales of securities other than options, compliance
with investment policies and restrictions other than those concerning options,
or proxy voting.

         2.       Sub-Adviser Duties. Subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Adviser, the Sub-Adviser will provide a
continuous investment program relating to the Trust's purchase or sale of
options for the Trust's portfolio. Subject to approval of the Trust's Board and
notice to the Sub-Adviser, the Adviser retains complete authority immediately to
assume direct responsibility for any function delegated to the Sub-Adviser under
this Agreement. Subject to the foregoing, the Sub-Adviser will provide options
investment research and conduct a continuous program of options evaluation,
investment, sales, and reinvestment of the Trust's assets by determining the
options strategy that the Trust shall pursue, including which options shall be
purchased, entered into, sold, closed, or exchanged for the Trust, when these
transactions should be executed, and what portion of the assets of the Trust
shall have options written against. The Sub-Adviser will provide the services
under this Agreement in accordance with the Trust's investment objective or
objectives, policies, and restrictions as stated in the Trust's Registration
Statement filed with the Securities and Exchange Commission ("SEC"), as amended
(the "Registration Statement"), copies of which shall be sent to the Sub-Adviser
by the Adviser prior to the commencement of this Agreement and promptly
following any such amendment.

The Adviser and the Sub-Adviser further agree as follows:

                  a.       Each of the Adviser and the Sub-Adviser will conform

<PAGE>
materially with the 1940 Act and all rules and regulations thereunder, all other
applicable federal and state laws and regulations, with materially any
applicable procedures adopted by the Trust's Board of which the Sub-Adviser has
been sent a copy, and the provisions of the Registration Statement, of which the
Sub-Adviser has received a copy and with the Sub-Adviser's portfolio manager
operating policies and procedures as are approved by the Adviser. Each of the
Adviser and the Sub-Adviser shall exercise reasonable care in the performance of
its duties under the Agreement.

                  b.       In connection with any purchase and sale of
securities for the Trust related to the implementation of the options strategy
developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission
to the custodian for the Trust (the "Custodian") on a daily basis such
confirmation, trade tickets, and other documents and information, including, but
not limited to, Cusip, Cedel, or other numbers that identify options to be
purchased or sold on behalf of the Trust, as may be reasonably necessary to
enable the Custodian to perform its administrative and recordkeeping
responsibilities with respect to the Trust. With respect to options to be
settled through the Trust's Custodian, the Sub-Adviser will arrange for the
prompt transmission of the confirmation of such options trades to the Trust's
Custodian.

                  c.       The Sub-Adviser will assist the Custodian in
determining or confirming, consistent with the procedures and policies stated in
the Registration Statement or adopted by the Board, the value of any options or
other assets of the Trust for which the Sub-Adviser is responsible and for which
the Custodian seeks assistance from or identifies for review by the Sub-Adviser;
provided that the Sub-Adviser shall be responsible for determining in good
faith, consistent with the procedures and policies stated in the Registration
Statement or adopted by the Board, the fair value of the Trust's portfolio of
options for which the Sub-Adviser is responsible and shall obtain at its own
expense pricing services for the Trust's portfolio of options from Interactive
Data ("IDS"), Bloomberg, or another pricing service to be mutually agreed. The
parties acknowledge that the Sub-Adviser is not a custodian of the Trust's
assets and will not take possession or custody of such assets.

                  d.       Following the end of the Trust's semi-annual period
and fiscal year, the Sub-Adviser will assist the Adviser in preparing a letter
to shareholders containing a discussion of relevant investment factors in
respect of both the prior quarter and the fiscal year to date.


                  e.       The Sub-Adviser will complete and deliver to the
Adviser for each quarter by the 5th business day of the following quarter a
written compliance checklist in a form provided by the Adviser relating to the
performances of the Sub-Adviser under this Agreement.


                  f.       The Sub-Adviser will make available to the Trust and
the Adviser, promptly upon request, any of the Trust's investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the Custodian or portfolio accounting agent for the Trust)
as are necessary to assist the Trust and the Adviser to comply with requirements
of the 1940 Act and the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and the rules under each, as well as other applicable laws. The
Sub-Adviser will furnish to regulatory authorities having the requisite
authority any information or reports in connection with such services in respect
to the Trust which may be requested by such authorities in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.


                  g.       The Sub-Adviser will provide reports to the Board for
consideration at meetings of the Board on the options portion of the investment
program for the Trust and the options purchased and sold for the Trust's
portfolio, and will furnish the Board with such periodic and special reports as
the Board and the Adviser may reasonably request.


                                        2
<PAGE>

                  h.       The Adviser shall assure that the Trust complies with
its investment policies and restrictions as set forth in the Registration
Statement, except for policies and restrictions concerning implementation of the
Trust's options strategy, and the Adviser acknowledges that the Sub-Adviser
shall not be responsible for the Trust's compliance with its investment policies
and restrictions other than those concerning implementation of the Trust's
option strategy.



                  i.       The Adviser acknowledges that the Sub-Adviser shall
not be responsible for meeting or monitoring compliance with the income and
asset diversification requirements of Section 851 of the Internal Revenue Code,
and the Adviser acknowledges that the Adviser is responsible for the same.

         3.       Broker-Dealer Selection. The Sub-Adviser is authorized to make
decisions to buy and sell options for the Trust's portfolio, and to select
broker-dealers and to negotiate brokerage commission rates in effecting an
option transaction. The Sub-Adviser's primary consideration in effecting an
option transaction will be to obtain the best execution for the Trust, taking
into account the factors specified in the prospectus and/or statement of
additional information for the Trust, and determined in consultation with the
Adviser, which include price (including the applicable brokerage commission or
dollar spread), the size of the order, the nature of the market for the option,
the timing of the transaction, the reputation, experience and financial
stability of the broker-dealer involved, the quality of the service, the
difficulty of execution, and the execution capabilities and operational
facilities of the firm involved, and the firm's risk in positioning a block of
options. Accordingly, the price to the Trust in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified, in the judgment of the Sub-Adviser in the exercise of its
fiduciary obligations to the Trust, by other aspects of the portfolio execution
services offered. The Sub-Adviser shall not receive any research service from
any broker-dealer or from any third party that is paid by such broker-dealer in
return for placing trades through such broker-dealer on behalf of the Trust. The
Sub-Adviser will consult with the Adviser to ensure that portfolio transactions
on behalf of the Trust are directed to broker-dealers on the basis of criteria
reasonably considered appropriate by the Adviser. To the extent consistent with
these standards, the Sub-Adviser is further authorized to allocate the orders
placed by it on behalf of the Trust to an affiliated broker-dealer. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine consistent with the above standards, and the Sub-Adviser will report
on said allocation regularly to the Trust's Board indicating the broker-dealers
to which such allocations have been made and the basis therefore.

         4.       Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the
most recent Amendment to the Registration Statement that contains disclosure
about the Sub-Adviser, and represents and warrants that, with respect only to
the disclosure expressly concerning the Sub-Adviser, its business, operations,
or employees, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and do not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. The Sub-Adviser further represents and warrants that
it is a duly registered investment adviser under the Advisers Act and will
maintain such registration so long as this Agreement remains in effect. The
Adviser hereby acknowledges that it has received a copy of the Sub-Adviser's
Form ADV, Part II at least 48 hours prior to entering into this Agreement.

         5.       Expenses. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it and its staff and for their activities in
connection with its duties under this Agreement including, but not limited to,
rental and overhead expenses, expenses of the Sub-Adviser's personnel, pricing
services in accordance with Section 2, insurance of the Sub-Adviser and its
personnel, research services, and taxes of the Sub-Adviser. The Adviser or the
Trust shall be responsible for all other expenses of the Trust's or the
Adviser's operations, including without limitation costs of marketing or
distributing shares of the Trust, brokerage expenses and commissions, custody
and banking expenses, administration expenses, legal,


                                        3



<PAGE>
audit and other professional expenses, governmental filing fees, and costs of
communications with shareholders.

         6.       Compensation. For the services provided to the Trust, the
Adviser will pay the Sub-Adviser an annual fee equal to the amount specified in
Schedule A hereto, payable monthly in arrears on the last business day of each
month. The fee will be appropriately prorated to reflect any portion of a
calendar month that this Agreement is not in effect among the parties. The
Adviser is solely responsible for the payment of fees to the Sub-Adviser, and
the Sub-Adviser agrees to seek payment of its fees solely from the Adviser. The
Trust shall have no liability for Sub-Adviser's fee hereunder.

         7.       Materials. During the term of this Agreement, the Adviser
agrees to furnish the Sub-Adviser at its principal office all prospectuses,
proxy statements, and reports to shareholders prepared for distribution to
shareholders of the Trust, all sales literature or advertisements for the Trust,
and all other communications with the public of the Trust, or the Adviser that
refer to the Sub-Adviser in any way, prior to the use thereof, and the Adviser
shall not use any such materials if the Sub-Adviser reasonably objects in
writing within 2 business days (or such other period as may be mutually agreed)
after receipt thereof. The Sub-Adviser's right to object to such materials is
limited to reasonable objections related to the portions of such materials that
expressly relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared by
its employees or agents or its affiliates that refer to the Sub-Adviser or its
clients in any way are consistent with those materials previously approved by
the Sub-Adviser as referenced in the first sentence of this paragraph.

         8.       Compliance.

                  a.       As required by Rule 206(4)-7 under the Advisers Act,
the Sub-Adviser has adopted written policies and procedures reasonably designed
to prevent violation by it, or any of its supervised persons, of the Advisers
Act and the rules under the Advisers Act and all other laws and regulations
relevant to the performance of its duties under this Agreement. The Sub-Adviser
has designated a chief compliance officer responsible for administering these
compliance policies and procedures. The chief compliance officer at the
Sub-Adviser's expense shall provide such written compliance reports relating to
the operations and compliance procedures of the Sub-Adviser to the Adviser
and/or the Trust and their respective chief compliance officers as may be
required by law or regulation or as are otherwise reasonably requested.
Moreover, the Sub-Adviser agrees to use such other or additional compliance
techniques as the Adviser or the Board may reasonably adopt or approve,
including written compliance procedures.

                    b. The Sub-Adviser agrees that it shall promptly notify,  if
legally permitted, the Adviser and the Trust (1) in the event that the  SEC
has censured the Sub-Adviser; placed limitations upon its activities,  functions
or operations; suspended or revoked its  registration  as  an  investment
adviser; commenced proceedings or an investigation  (formally  or  informally)
that  may result in any of these actions;  or  corresponded  with  the
Sub-Adviser  on  a non-routine basis concerning either the Sub-Adviser's
performances  under  this Agreement or any other matter that might materially
affect the  ability  of  the Sub Adviser to perform its duties under  this
Agreement,  including  sending  a deficiency  letter  or  raising  issues  about
the  business,  operations,   or practices of the Sub-Adviser, (2) in the event
of any notice  of  investigation, examination, inquiry, audit or  subpoena  of
the  Sub-Adviser  or  any  of  its officers or employees by any federal, state,
municipal  or  other  governmental department, commission, bureau, board, agency
or  instrumentality.  If  legally permitted, the Sub-Adviser will furnish the
Adviser,  upon  request,  copies  of any and all documents relating to the
foregoing. The Sub-Adviser further  agrees to notify the Adviser and the Trust
promptly of any material fact known  to  the Sub-Adviser respecting or relating
to the Sub-Adviser that is not  contained  in the Registration Statement or
prospectus for the Trust, or any


                                        4



<PAGE>
amendment or supplement thereto that is required to be so contained, or  if
any statement contained therein concerning the Sub-Adviser that  becomes  untrue
in any material respect.

                  c.       The Adviser agrees that it shall promptly notify, if
legally permitted, the Sub-Adviser (1) in the event that the SEC has censured
the Adviser or the Trust; placed limitations upon either of their activities,
functions, or operations; suspended or revoked the Adviser's registration as an
investment adviser; suspended or revoked the Trust's registration under the 1940
Act, issued any stop order concerning any offering of the Trust's securities, or
has commenced proceedings or an investigation that may result in any of these
actions, or corresponded with the Adviser or the Trust on a non-routine basis
concerning the management or operations of the Trust or the advisory services
provided by the Adviser to the Trust that would have a material adverse impact
on the Sub-Adviser or (2) upon having a reasonable basis for believing that the
Trust has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. If legally permitted,
the Adviser will furnish the Sub-Adviser, upon request, copies of any and all
documents relating to the foregoing.

                  d.       The Sub-Adviser will provide the Adviser with such
reports, presentations, certifications and other information as the Adviser may
reasonably request from time to time concerning the business and operations of
the Sub-Adviser in performing services hereunder or generally concerning the
Sub-Adviser's investment advisory services, the Sub-Adviser's compliance with
applicable federal, state and local law and regulations, and changes in the
Sub-Adviser's key personnel, investment strategies, policies and procedures, and
other matters that are likely to have a material impact on the Sub-Advisers
duties hereunder. The Adviser and the Trust shall provide the Sub-Adviser with
such reports as the Sub-Adviser may from time to time reasonably request
concerning their compliance with applicable federal, state and local law and
regulations.

         9.       Books and Records. The Sub-Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's or the Adviser's request in compliance with the requirements of Rule
31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make
and retain a copy of such records. The Sub-Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-l under the 1940 Act.

         10.      Cooperation; Confidentiality; Proprietary Rights. Each party
to this Agreement agrees to cooperate with the other party and with all
appropriate governmental authorities having the requisite jurisdiction
(including, but not limited to, the SEC) in connection with any investigation or
inquiry relating to this Agreement or the Trust. Subject to the foregoing, the
Sub-Adviser shall treat as confidential and use only in connection with the
Trust in accordance with this Agreement all information pertaining to the Trust,
actions of the Trust or the Adviser, and the Adviser shall treat as confidential
and use only in connection with the Trust in accordance with this Agreement all
information furnished to the Trust or the Adviser by the Sub-Adviser (and all
derivative works produced therefrom), in connection with its duties under this
Agreement except that the aforesaid information need not be treated as
confidential if required to be disclosed under applicable law, if generally
available to the public through means that do not involve a breach of this
section by the Sub-Adviser or the Adviser, or if available from a source other
than the Adviser, Sub-Adviser or the Trust. The parties acknowledge that any
breach of the undertaking in the immediately preceding sentence might result in
immediate, irreparable injury to another party and that, accordingly, equitable
remedies, including ex parte remedies, are appropriate in the event of any
actual, apparent, or threatened breach of such undertaking.

                  The Adviser acknowledges that the Sub-Adviser is the sole
owner of the names "Rampart Investment Management" and "ROMS", and all related
names, marks, and trade dress (the "Rampart Marks") and all associated goodwill.
The Adviser shall not take any action inconsistent with such


                                        5


<PAGE>

ownership, including, without limitation, contesting the Sub-Adviser's ownership
of or validity of the Rampart Marks. The Adviser agrees that all use of the
Rampart Marks under this Agreement inures to the benefit of the Sub-Adviser.
Apart from the license granted in the next paragraph, the Adviser shall acquire
no right, title or interest of any kind or nature whatsoever in the Rampart
Marks and the goodwill associated therewith by virtue of this Agreement. The
Adviser shall upon request execute and deliver such documents as the Sub-Adviser
may reasonably require to further evidence, assure, and confirm the rights of
the Sub-Adviser in the Rampart Marks.

                  The Sub-Adviser hereby grants to the Adviser and the Trust a
non-exclusive worldwide license to use, publish, reproduce, modify, and
distribute the Rampart Marks solely in connection with the conduct of the
business of the Trust and in accordance with this Agreement (the "License"). The
Adviser and the Trust shall not use, publish, reproduce, modify or distribute
any Rampart Marks for any other purpose. The Adviser and the Trust shall comply
with the reasonable written instructions of the Sub-Adviser concerning the use
of the Rampart Marks under the License, including instructions concerning
trademark notices and updates of the Rampart Marks. The Sub-Adviser shall have
the right to monitor and observe the Adviser's and the Trust's use of the
Rampart Marks pursuant to the License for the purpose of protecting and
maintaining its control over the nature and quality of the Rampart Marks, and
the Adviser shall upon request supply Rampart with a written accounting of such
use.

                  The Adviser acknowledges that the Sub-Adviser is the sole
owner of the Rampart Options Management System ("ROMS"). The Adviser shall not
take any action inconsistent with such ownership, including, without limitation,
contesting the Sub-Adviser's ownership of ROMS. The Adviser shall acquire no
right, title or interest of any kind or nature whatsoever in ROMS under this
Agreement. This section does not prohibit the Advisor, for the Trust or other
clients, or the Trust from either (1) contesting what constitutes part of ROMS;
(2) from using any systems, methods or processes for selecting or trading
options that are not proprietary to the Sub-Adviser; or (3)without the use of
any proprietary processes, methods, or systems of the Sub-Adviser, managing the
options strategy of the Trust where a portion of the stocks in the portfolio
have options written on them with the intention of generating income.

         11.      Control. Notwithstanding any other provision of the Agreement,
it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to
this Agreement and has reserved the right to reasonably direct any action
hereunder taken on its behalf by the Sub-Adviser.

         12.      Liability.

                  a.       Except as may otherwise be required by the 1940 Act
or the rules thereunder or other applicable law, the Adviser agrees that the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the Securities Act of 1933, as amended
(the "1933 Act"), controls the Sub-Adviser shall not be liable for, or subject
to, any damages, expenses, or losses in connection with, any act or omission
connected with or arising out of any services rendered under this Agreement,
except by reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Sub-Adviser's duties, or any breach by the Sub-Adviser of its
obligations or duties under this Agreement.

                  b.       Except as may otherwise be required by the 1940 Act
or the rules thereunder or other applicable law, the Sub-Adviser agrees that the
Adviser, any affiliated person of the Adviser, and each person, if any, who,
within the meaning of Section 15 of the 1933 Act, controls the Adviser shall not
be liable for, or subject to, any damages, expenses, or losses in connection
with, any act or omission connected with or arising out of any services rendered
under this Agreement, except by reason of willful


                                        6



<PAGE>
misfeasance, bad faith, or gross negligence in the performance of the Adviser's
duties, or any breach by the Adviser of its obligations or duties under this
Agreement.

         13.      Indemnification.

                  a.       The Adviser agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Adviser's responsibilities to the Sub-Adviser which (1) may be based upon
the Adviser's gross negligence, willful misfeasance, or bad faith in the
performance of its duties, or by reason of the Adviser's disregard of its
obligations and duties under this Agreement and to the Trust, or (2) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or prospectus covering shares of the
Trust, or any amendment thereof or any supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon and conformity with information
furnished by the Sub-Adviser to the Adviser or the Trust expressly for inclusion
in such Registration Statements, prospectuses, amendments, or supplements either
in writing or orally with a subsequent confirmation by the Sub-Adviser of the
information as it appears in the Registration Statement or prospectus; provided
however, that in no case shall the indemnity in favor of the Sub-Adviser
Indemnified Person be deemed to protect such person against any liability to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of
its breach or reckless disregard of its obligations or duties under this
Agreement.

                  b.       Notwithstanding Section 12 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Adviser, any affiliated
person of the Adviser, and any controlling person of the Adviser (all of such
persons being referred to as "Adviser Indemnified Persons") against any and all
losses, claims, damages, liabilities, or litigation (including legal and other
expenses) to which an Adviser Indemnified Person may become subject under the
1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser of
the Trust which (1) may be based upon the Sub-Adviser's gross negligence,
willful misfeasance, or bad faith in the performance of its duties, or by reason
of the Sub-Adviser's disregard of its obligations or duties under this
Agreement, or (2) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
prospectus covering the shares of the Trust, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
known or which should have been known to the Sub-Adviser and was required to be
stated therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon and conformity with
information furnished by the Sub-Adviser to the Adviser or the Trust expressly
for inclusion in such Registration Statements, prospectuses, amendments, or
supplements either in writing or orally with a subsequent confirmation by the
Sub-Adviser of the information as it appears in the Registration Statement or
prospectus; provided, however, that in no case shall the indemnity in favor of
an Adviser Indemnified Person be deemed to protect such person against any
liability to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or by
reason of its breach or reckless disregard of its obligations and duties under
this Agreement.


                                        7

<PAGE>

                  c.       The Adviser shall not be liable under Paragraph (a)
of this Section 13 with respect to any claim made against a Sub-Adviser
Indemnified Person unless such Sub-Adviser Indemnified Person shall have
notified the Adviser in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon such Sub-Adviser Indemnified Person (or after such
Sub-Adviser Indemnified Person shall have received notice of such service on any
designated agent), but failure to notify the Adviser of any such claim shall not
relieve the Adviser from any liability which it may have to the Sub-Adviser
Indemnified Person against whom such action is brought except to the extent the
Adviser is prejudiced by the failure or delay in giving such notice. In case any
such action is brought against the Sub-Adviser Indemnified Person, the Adviser
will be entitled to participate, at its own expense, in the defense thereof or,
after notice to the Sub-Adviser Indemnified Person, to assume the defense
thereof, with counsel satisfactory to the Sub-Adviser Indemnified Person. If the
Adviser assumes the defense of any such action and the selection of counsel by
the Adviser to represent the Adviser and the Sub-Adviser Indemnified Person
would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent
the interests of the Sub-Adviser Indemnified Person, the Adviser will, at its
own expense, assume the defense with counsel to the Adviser and, also at its own
expense, with separate counsel to the Sub-Adviser Indemnified Person, which
counsel shall be satisfactory to the Adviser and to the Sub-Adviser Indemnified
Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Adviser shall not be liable to
the Sub-Adviser Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Sub-Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation; provided however, the Adviser shall be responsible for the
additional counsel of Sub-Adviser in the event the Adviser is determined to have
made the fraudulent representations, by the final decision of a court of
competent jurisdiction (that is not subject to appeal or as to which the time
for appeal has elapsed), and such epresentations are the basis for which
Sub-Adviser's liability is based. The Adviser shall not have the right to
compromise on or settle the litigation without the prior written consent of the
Sub-Adviser Indemnified Person if the compromise or settlement results, or may
result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified
Person.

                  d.       The Sub-Adviser shall not be liable under Paragraph
(b) of this Section 13 with respect to any claim made against an Adviser
Indemnified Person unless such Adviser Indemnified Person shall have notified
the Sub-Adviser in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon such Adviser Indemnified Person (or after such Adviser
Indemnified Person shall have received notice of such service on any designated
agent), but failure to notify the Sub-Adviser of any such claim shall not
relieve the Sub-Adviser from any liability which it may have to the Adviser
Indemnified Person against whom such action is brought except to the extent the
Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case
any such action is brought against the Adviser Indemnified Person, the
Sub-Adviser will be entitled to participate, at its own expense, in the defense
thereof or, after notice to the Adviser Indemnified Person, to assume the
defense thereof, with counsel satisfactory to the Adviser Indemnified Person. If
the Sub-Adviser assumes the defense of any such action and the selection of
counsel by the Sub-Adviser to represent both the Sub-Adviser and the Adviser
Indemnified Person would result in a conflict of interests and therefore, would
not, in the reasonable judgment of the Adviser Indemnified Person, adequately
represent the interests of the Adviser Indemnified Person, the Sub-Adviser will,
at its own expense, assume the defense with counsel to the Sub-Adviser and, also
at its own expense, with separate counsel to the Adviser Indemnified Person,
which counsel shall be satisfactory to the Sub-Adviser and to the Adviser
Indemnified Person. The Adviser Indemnified Person shall bear the fees and
expenses of any additional counsel retained by it, and the Sub-Adviser shall not
be liable to the Adviser Indemnified Person under this Agreement for any legal
or other expenses subsequently incurred by the Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation


                                        8
<PAGE>

without the prior written consent of the Adviser Indemnified Person if the
compromise or settlement results, or may result in a finding of wrongdoing on
the part of the Adviser Indemnified Person.

         14.      Duration and Termination.

                  a.       This Agreement shall become effective on the date
first indicated above, subject to the condition that the Trust's Board,
including a majority of those Trustees who are not interested persons (as such
term is defined in the 1940 Act) of the Adviser or the Sub-Adviser, and the
Holders of Interests in the Trust, shall have approved this Agreement in the
manner required by the 1940 Act. Unless terminated as provided herein, this
Agreement shall remain in full force and effect through and including November
14, 2007 and shall continue in full force and affect indefinitely thereafter,
but only so long as such continuance is specifically approved at least annually
by (a) the Board, or by the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Trust, and (b) the vote of a
majority of those Trustees who are not interested persons (as such term is
defined in the 1940 Act) of any such party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval.

                  b.       Notwithstanding the foregoing, this Agreement may be
terminated: (a) by the Adviser at any time without payment of any penalty, upon
60 days' prior written notice to the Sub-Adviser and the Trust; (b) at any time
without payment of any penalty by the Trust, by the Trust's Board or a majority
of the outstanding voting securities of the Trust, upon 60 days' prior written
notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser upon 3
months' prior written notice unless the Trust or the Adviser requests additional
time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser
shall allow the additional time requested by the Trust or Adviser not to exceed
3 additional months beyond the initial three-month notice period; provided,
however, that the Sub-Adviser may terminate this Agreement at any time without
penalty, effective upon written notice to the Adviser and the Trust, in the
event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be
registered as an investment adviser under the Advisers Act or otherwise becomes
legally incapable of providing investment management services pursuant to its
respective contract with the Trust.

                  c.       In the event of termination for any reason, all
records of the Trust shall promptly be returned to the Adviser or the Trust,
free from any claim or retention of rights in such record by the Sub-Adviser,
although the Sub-Adviser may, at its own expense, make and retain a copy of such
records. This Agreement shall automatically terminate in the event of its
assignment (as such term is described in the 1940 Act). In the event this
Agreement is terminated or is not approved in the manner described above, the
Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall
remain in effect, as well as any applicable provision of this Section 14 and, to
the extent that only amounts are owed to the Sub-Adviser as compensation for
services rendered while the agreement was in effect, Section 6.

         15.      Notices. Any notice must be in writing and shall be
sufficiently given (1) when delivered in person, (2) when dispatched by
electronic mail or electronic facsimile transfer (confirmed in writing by
postage prepaid first class air mail simultaneously dispatched), (3) when sent
by internationally recognized overnight courier service (with receipt confirmed
by such overnight courier service), or (4) when sent by registered or certified
mail, to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.


                                        9



<PAGE>

If to the Trust:

Eaton Vance Tax-Managed Diversified Equity Income Fund The Eaton Vance  Building
255 State Street Boston, Massachusetts 02109 Attn: Chief Legal Officer

     If to the Adviser:

     Eaton Vance Management
     The Eaton Vance Building
     255 State Street
     Boston, Massachusetts 02109
     Attn: Chief Legal Officer


     If to the Sub-Adviser:

     Rampart Investment Management Company, Inc.
     One International Place, 14th Floor
     Boston, Massachusetts 02110
     Attn: Ronald M. Egalka

         16.      Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.

         17.      Miscellaneous.

                  a.       This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders
of the SEC thereunder, and without regard for the conflicts of laws principles
thereof. The term "affiliate" or "affiliated person" as used in this Agreement
shall mean "affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

                  b.       The Adviser and the Sub-Adviser acknowledge that the
Trust enjoys the rights of a third-party beneficiary under this Agreement, and
the Adviser acknowledges that the Sub-Adviser enjoys the rights of a third party
beneficiary under the Advisory Agreement.

                  c.       The Sub-Adviser expressly acknowledges the provision
in the Declaration of Trust of the Adviser limiting the personal liability of
the Trustee and officers of the Adviser, and the Sub-Adviser hereby agrees that
it shall have recourse to the Adviser for payment of claims or obligations as
between the Adviser and the Sub-Adviser arising out of this Agreement and shall
not seek satisfaction from the Trustee or any officer of the Adviser.

                  d.       The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.


                                       10



<PAGE>

                  e.       To the extent permitted under Section 14 of this
Agreement, this Agreement may only be assigned by any party with the prior
written consent of the other party. This Agreement shall terminate upon its
assignment, and for purposes of this section the term "assignment" shall have
the meaning assigned to it in the 1940 Act.

                  f.       If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby, and to this extent, the provisions
of this Agreement shall be deemed to be severable.

                  g.       Nothing herein shall be construed as constituting the
Sub-Adviser as an agent or copartner of the Adviser, or constituting the Adviser
as an agent or co-partner of the Sub-Adviser.


                  h.       This Agreement may be executed in counterparts.

                  i.       The Sub-Adviser shall not be responsible for any
failure to perform its duties under this Agreement as a result of war, acts of
terrorism, natural disasters, failures of electricity, telephone lines, and
other utility services, closures of securities and options markets, and other
events beyond the reasonable control of the Sub-Adviser provided the Sub-Adviser
has maintained contingency procedures reasonably designed, where possible, to
prevent and mitigate the effect of such events.



                            [Signature page follows.]


                                       11



<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.



                                 EATON VANCE MANAGEMENT



                                 By:   /s/ Frederick S. Marius
                                       --------------------------------
                                 Name: Frederick S. Marius
                                       Vice President, and not individually



                                 RAMPART INVESTMENT MANAGEMENT COMPANY, INC.


                                 By:    /s/ Ronald M. Egalka
                                        --------------------------------
                                 Name:  Ronald M. Egalka
                                        President


                                       12



<PAGE>

                                   SCHEDULE A



                       Annual Investment Sub-Advisory Fee



     0.05%  annually  of the Trust's net assets that the Adviser, from time to
time, directs  the  Sub-Adviser  to make subject to the written call option
strategy. The fee will be based upon the average of amounts during the annual
period  that the  Adviser directs the Sub-Adviser to make subject to the written
call  option strategy.


                                       13



</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.(K)(5)
<SEQUENCE>4
<FILENAME>b62570a2exv99wxkyx5y.txt
<DESCRIPTION>FORM OF STRUCTURING FEE AGREEMENT WITH WACHOVIA CAPITAL MARKETS, LLC
<TEXT>
<PAGE>
                                                                  Exhibit (K)(5)

                        FORM OF STRUCTURING FEE AGREEMENT



                                                                  [      ], 2006

Wachovia Capital Markets, LLC
375 Park Avenue
New York, NY 10152

Ladies and Gentlemen:

         Reference is made to the Underwriting Agreement dated the date hereof
(the "Underwriting Agreement"), by and among Eaton Vance Tax-Managed Diversified
Equity Income Fund (the "Fund"), Eaton Vance Management (the "Adviser"), Rampart
Investment Management Company, Inc. (the Sub-Adviser) and each of the
Underwriters named therein, with respect to the issue and sale of the Fund's
Common Shares, as described therein. Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Underwriting
Agreement.

         1. Fee. In consideration of your services in offering advice to the
Advisor relating to the structure and design of the Fund and the organization of
the Fund as well as services related to the sale and distribution of the Fund's
Common Shares, the Adviser shall pay a fee to you in the aggregate amount of
$____________ (the "Fee"). The Fee shall be paid by wire transfer to the order
of Wachovia Capital Markets, LLC.

         2. Term. This Agreement shall terminate upon the payment of the entire
amount of the Fee, as specified in Section 1 hereof.

         3. Indemnification. The Adviser agrees to the indemnification and other
agreements set forth in the Indemnification Agreement attached hereto, the
provisions of which are incorporated herein by reference and shall survive the
termination, expiration or supersession of this Agreement.

         4. Not an Investment Adviser; No Fiduciary Duty. The Adviser
acknowledges that you are not providing any advice hereunder as to the value of
securities or regarding the advisability of purchasing or selling any securities
for the Fund's portfolio. No provision of this Agreement shall be considered as
creating, nor shall any provision create, any obligation on the part of you, and
you are not agreeing hereby, to: (i) furnish any advice or make any
recommendations regarding the purchase or sale of portfolio securities; or (ii)
render any opinions, valuations or recommendations of any kind or to perform any
such similar services. The Adviser hereby acknowledges that your engagement
under this Agreement is as an independent contractor and not in any other
capacity, including as a fiduciary. Furthermore, the Adviser agrees that it is
solely responsible for making its own judgments in connection with the


<PAGE>

matters covered by this Agreement (irrespective of whether you have advised or
are currently advising the Adviser on related or other matters).

         5. Not Exclusive. Nothing herein shall be construed as prohibiting you
or your affiliates from acting as an underwriter or financial adviser or in any
other capacity for any other persons (including other registered investment
companies or other investment managers).

         6. Assignment. This Agreement may not be assigned by any party without
prior written consent of the other party.

         7. Amendment; Waiver. No provision of this Agreement may be amended or
waived except by an instrument in writing signed by the parties hereto.

         8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

         10. Disclaimer of Liability of Trustees and Beneficiaries. A copy of
the Agreement and Declaration of Trust of each of the Fund and the Adviser is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice hereby is given that this Structuring Fee Agreement is executed on behalf
of the Fund and the Adviser, respectively, by an officer or Trustee of the Fund
or the Adviser, as the case may be, in his or her capacity as an officer or
Trustee of the Fund or the Adviser, as the case may be, and not individually and
that the obligations under or arising out of this Structuring Fee Agreement are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and properties of the Fund or the Adviser, as
the case may be.

                                  [END OF TEXT]



                                       2
<PAGE>


         This Agreement shall be effective as of the date first written above.


                                                     EATON VANCE MANAGEMENT


                                                     By:
                                                        ------------------------
                                                          Name:
                                                          Title:

Agreed and Accepted:

WACHOVIA CAPITAL MARKETS, LLC


By:
    -------------------------
     Name:
     Title:


                           [Structuring Fee Agreement]




<PAGE>


                            INDEMNIFICATION AGREEMENT

                                                                       [ ], 2006

Wachovia Capital Markets, LLC
375 Park Avenue
New York, NY 10152

Ladies and Gentlemen:

In connection with the engagement of Wachovia Capital Markets, LLC (the "Bank")
to advise and assist the undersigned (together with its affiliates and
subsidiaries, referred to as the "Company") with the matters set forth in the
Structuring Fee Agreement dated [ ], 2006 between the Company and the Bank (the
"Agreement"), in the event that the Bank becomes involved in any capacity in any
claim, suit, action, proceeding, investigation or inquiry (including, without
limitation, any shareholder or derivative action or arbitration proceeding)
(collectively, a "Proceeding") with respect to the services performed pursuant
to and in accordance with the Agreement, the Company agrees to indemnify, defend
and hold the Bank harmless to the fullest extent permitted by law, from and
against any losses, claims, damages, liabilities and expenses with respect to
the services performed pursuant to and in accordance with the Agreement, except
to the extent that it shall be determined by a court of competent jurisdiction
in a judgment that has become final in that it is no longer subject to appeal or
other review, that such losses, claims, damages, liabilities and expenses
resulted primarily from the gross negligence or willful misconduct of the Bank.
In addition, in the event that the Bank becomes involved in any capacity in any
Proceeding with respect to the services performed pursuant to and in accordance
with the Agreement, the Company will reimburse the Bank for its legal and other
expenses (including the cost of any investigation and preparation) as such
expenses are incurred by the Bank in connection therewith. Promptly as
reasonably practicable after receipt by the Bank of notice of the commencement
of any Proceeding, the Bank will, if a claim in respect thereof is to be made
against the Bank under this paragraph, notify the Company in writing of the
commencement thereof; but the failure so to notify the Company (i) will not
relieve the Company from liability under this paragraph to the extent it is not
materially prejudiced as a result thereof and (ii) in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. Counsel to the indemnified parties shall be selected
as follows: counsel to the Underwriters and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall be selected by Wachovia; counsel to the Adviser, its
directors, trustees, members and each of its officers who signed the
Registration Statement and each person, if any, who controls the Adviser within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be
selected by the Adviser. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
the

                                       4
<PAGE>


Underwriters and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for the Adviser, and each of its directors,
trustees, members and each of its officers who signed the Registration Statement
and each person, if any, who controls the Adviser within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         If such indemnification were not to be available for any reason, the
Company agrees to contribute to the losses, claims, damages, liabilities and
expenses involved (i) in the proportion appropriate to reflect the relative
benefits received or sought to be received by the Company and its stockholders
and affiliates, on the one hand, and the Bank, on the other hand, in the matters
contemplated by the Agreement or (ii) if (but only if and to the extent) the
allocation provided for in clause (i) is for any reason held unenforceable, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this paragraph the
relative benefits received, or sought to be received, by the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, of a transaction as contemplated shall be
deemed to be in the same proportion that the total value received or paid or
contemplated to be received or paid by the Company or its stockholders or
affiliates, as the case may be, as a result of or in connection with the
transaction (whether or not consummated) for which the Bank has been retained to
perform services bears to the fees paid to the Bank under the Agreement;
provided, that in no event shall the Company contribute less than the amount
necessary to assure that the Bank is not liable for losses, claims, damages,
liabilities and expenses in excess of the amount of fees actually received by
the Bank pursuant to the Agreement. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission or any other alleged conduct relates to information provided by the
Company or other conduct by the Company (or its employees or other agents), on
the one hand, or by the Bank, on the other hand. Notwithstanding the provisions
of this paragraph, the Bank shall not be entitled to contribution from the
Company if it is determined that the Bank was guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) and the
Company was not guilty of such fraudulent misrepresentation. The Company will
not settle any Proceeding in respect of which indemnity may be sought hereunder,
whether or not the Bank is an actual or potential party to such Proceeding,
without the Bank's prior written consent (which consent shall not be


                                       5
<PAGE>

unreasonably withheld). For purposes of this Indemnification Agreement, the Bank
shall include the Bank, any of its affiliates, each other person, if any,
controlling the Bank or any of its affiliates, their respective officers,
current and former directors, employees and agents, and the successors and
assigns of all of the foregoing persons. The foregoing indemnity and
contribution agreement shall be in addition to any rights that any indemnified
party may have at common law or otherwise.

         The Company will not be liable to the Bank for any such losses, claims,
damages, liabilities or expenses arising from the sale of securities by Eaton
Vance Tax-Managed Premium and Dividend Income Fund to any person if a copy of a
prospectus required to be delivered in connection with such sale which has been
furnished to the underwriters of the offering of the securities (within a
reasonable amount of time prior to such sale) shall not have been sent, mailed
or given to such person, at or prior to the written confirmation of the sale of
such securities to such person, but only if and to the extent that such
prospectus, if so sent or delivered, would have cured the defect giving rise to,
and been a complete defense against the person asserting, such loss, claim,
damage or liability.

         The Company agrees that neither the Bank nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company with respect to the services performed pursuant to and in accordance
with the Agreement, except to the extent that it shall be determined by a court
of competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review that any losses, claims, damages,
liabilities or expenses incurred by the Company resulted primarily from the
gross negligence or willful misconduct of the Bank in performing the services
that are the subject of the Agreement.

         THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE
OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT
TO AND IN ACCORDANCE WITH THE AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR
CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION
OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE BANK CONSENT TO
THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE
COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT
IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS
BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH OF
THE BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR

                                       6
<PAGE>

CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY
WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.


                                       7
<PAGE>


         The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of the Bank's engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                               Very truly yours,
                                               EATON VANCE MANAGEMENT


                                               By:
                                                  -------------------
                                               Name:
                                               Title:


Accepted and agreed to as of
the date first above written:

WACHOVIA CAPITAL MARKETS, LLC


By:
         --------------------
         Name:
         Title:



                           [Structuring Fee Agreement]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(6)
<SEQUENCE>5
<FILENAME>b62570a2exv99wxkyx6y.txt
<DESCRIPTION>FORM OF STRUCTURING FEE AGREEMENT WITH UBS SECURITIES LLC
<TEXT>
<PAGE>


                                                                  Exhibit (K)(6)

                        FORM OF STRUCTURING FEE AGREEMENT

                                                    [ ], 2006

UBS Securities LLC
299 Park Avenue
New York, New York 10171


Ladies and Gentlemen:

         This agreement is between Eaton Vance Management (the "Company") and
UBS Securities LLC ("UBS") with respect to the Eaton Vance Tax-Managed
Diversified Equity Income Fund (the "Fund").

         1. Fee. In consideration of certain financial advisory services that
UBS has provided to the Company in assisting the Company in structuring and
organizing the Fund, the Company shall pay a fee to UBS of $[ ](the "Fee"). The
Fee shall be paid promptly upon the closing of the initial public offering of
the Fund.

         2. Term. This Agreement shall terminate upon the payment of the entire
amount of the Fee, as specified in Section 1 hereof.

         3. Indemnification. The Company agrees to the indemnification and other
agreements set forth in the Indemnification Agreement attached hereto, the
provisions of which are incorporated herein by reference and shall survive the
termination, expiration or supersession of this Agreement.

         4. Confidential Advice. Except to the extent legally required (after
consultation with, and, in the case of UBS' advice, approval (not to be
unreasonably withheld) as to form and substance by, UBS and its counsel), none
of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii)
the terms of this Agreement or any communication from UBS in connection with the
services performed by UBS pursuant to this Agreement will be quoted or referred
to orally or in writing, or in the case of (ii) and (iii), reproduced or
disseminated, by the Company or any of its affiliates or any of their agents,
without UBS' prior written consent which consent will not be unreasonably
withheld in the case of clause (i) and (iii) (but not (ii)).

         5. Information. The Company recognizes and confirms that UBS (a) has
used and relied primarily on the information provided by the Company and on
information available from generally recognized public sources in performing the
services contemplated by this Agreement without having assumed responsibility
for independently verifying the same, (b) has not assumed responsibility for the
accuracy, completeness or reasonableness of the Information and such other
information and (c) has not made an appraisal of any assets or liabilities
(contingent or otherwise) of the Fund.

         6. Not an Investment Advisor. The Company acknowledges that you have
not provided any advice hereunder as to the value of securities or regarding the
advisability of purchasing or selling any securities for the Fund's portfolio.
The Company acknowledges and agrees that UBS has been retained to act solely as
an advisor to the Company, and the Company's engagement of UBS is not intended
to confer rights upon any person (including the



<PAGE>


Fund or any shareholders, employees or creditors of the Company or the Fund) not
a party hereto as against UBS or its affiliates, or their respective directors,
officers, employees or agents, successors, or assigns. UBS has acted as an
independent contractor under this Agreement, and not in any other capacity
including as a fiduciary, and any duties arising out of its engagement shall be
owed solely to the Company.

         7. Not Exclusive. Nothing herein shall be construed as prohibiting you
or your affiliates from acting as an underwriter or financial advisor or in any
other capacity for any other persons (including other registered investment
companies or other investment managers).

         8. Amendment; Waiver. No provision of this Agreement may be amended or
waived except by an instrument in writing signed by the parties hereto.

         9. Governing Law. This Agreement and any claim, counterclaim or dispute
of any kind or nature whatsoever arising out of or in any way relating to this
Agreement ("Claim"), directly or indirectly, shall be governed by and construed
in accordance with the laws of the State of New York. No Claim may be commenced,
prosecuted or continued in any court other than the courts of the State of New
York located in the City and County of New York or in the United States District
Court for the Southern District of New York, which courts shall have exclusive
jurisdiction over the adjudication of such matters, and the Company and UBS
consent to the jurisdiction of such courts and personal service with respect
thereto. EACH OF UBS AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

         10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

         This Agreement shall be effective as of the date first written above.

                                  [END OF TEXT]



                                       2
<PAGE>



                                            EATON VANCE MANAGEMENT


                                            By:
                                                ---------------------------
                                                Name:
                                                Title:





Agreed and Accepted:


UBS SECURITIES LLC



By:
   -------------------------
   Name:
   Title:


By:
   -------------------------
   Name:
   Title:


                                       3
<PAGE>


                            INDEMNIFICATION AGREEMENT

                                                        [ ], 2006

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

         In connection with the engagement of UBS Securities LLC ("UBS") to
advise and assist the undersigned (the "Company") with the matters set forth in
the Structuring Fee Agreement dated [ ], 2006 between the Company and UBS (the
"Agreement"), in the event that the UBS becomes involved in any capacity in any
claim, suit, action, proceeding, investigation or inquiry (including, without
limitation, any shareholder or derivative action or arbitration proceeding)
(collectively, a "Proceeding") in connection with any matter in relating to or
arising out of the Agreement, including, without limitation, related services
and activities prior to the date of the Agreement, the Company agrees to
indemnify, defend and hold the UBS harmless to the fullest extent permitted by
law, from and against any losses, claims, damages, liabilities and expenses in
connection with any such Proceeding, except to the extent that it shall be
determined by a court of competent jurisdiction in a judgment that has become
final in that it is no longer subject to appeal or other review, that such
losses, claims, damages, liabilities and expenses resulted primarily from the
gross negligence or willful misconduct (including bad faith) of the UBS. In
addition, in the event that the UBS becomes involved in any capacity in any such
Proceeding, the Company will reimburse the UBS for its legal and other expenses
(including the cost of any investigation and preparation) as such expenses are
incurred by the UBS in connection therewith. If such indemnification were not to
be available for any reason, the Company agrees to contribute to the losses,
claims, damages, liabilities and expenses involved (i) in the proportion
appropriate to reflect the relative benefits received or sought to be received
by the Company and its stockholders and affiliates and other constituencies, on
the one hand, and the UBS, on the other hand, in the matters contemplated by the
Agreement or (ii) if (but only if and to the extent) the allocation provided for
in clause (i) is for any reason held unenforceable, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company and its stockholders and affiliates
and other constituencies, on the one hand, and the party entitled to
contribution, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this paragraph the
relative benefits received, or sought to be received, by the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, of a transaction as contemplated shall be
deemed to be in the same proportion that the total value received or paid or
contemplated to be received or paid by the Company or its stockholders or
affiliates and other constituencies, as the case may be, as a result of or in
connection with the transaction (whether or not consummated) for which the UBS
has been retained to perform services bears to the fees paid to the UBS under
the Agreement; provided, that in no event shall the Company contribute less than
the amount necessary to assure that the UBS is not liable for losses, claims,
damages, liabilities and expenses in excess of the amount of fees actually
received by the UBS pursuant to the Agreement. Relative fault shall be
determined by reference to,



                                       4
<PAGE>


among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by the Company or other
conduct by the Company (or its employees or other agents), on the one hand, or
by the UBS, on the other hand. The Company will not settle any Proceeding in
respect of which indemnity may be sought hereunder, whether or not the UBS is an
actual or potential party to such Proceeding, without the UBS' prior written
consent. For purposes of this Indemnification Agreement, the UBS shall include
the UBS Securities LLC, any of its affiliates, each other person, if any,
controlling the UBS Securities LLC or any of its affiliates, their respective
officers, current and former directors, employees and agents, and the successors
and assigns of all of the foregoing persons. The foregoing indemnity and
contribution agreement shall be in addition to any rights that any indemnified
party may have at common law or otherwise.

         The Company agrees that neither the UBS nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of either UBS' engagement under the
Agreement or any matter referred to in the Agreement, including, without
limitation, related services and activities prior to the date of the Agreement,
except to the extent that it shall be determined by a court of competent
jurisdiction in a judgment that has become final in that it is no longer subject
to appeal or other review that any losses, claims, damages, liabilities or
expenses incurred by the Company resulted primarily from the gross negligence or
willful misconduct of the UBS in performing the services that are the subject of
the Agreement.

         THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE
OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT
TO AND IN ACCORDANCE WITH THE AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR
CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION
OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE UBS CONSENT TO
THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE
COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT
IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS
BROUGHT BY ANY THIRD PARTY AGAINST THE UBS OR ANY INDEMNIFIED PARTY. EACH OF THE
UBS AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY
RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.



                                       5
<PAGE>


         The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of the UBS' engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                            Very truly yours,


                                            EATON VANCE MANAGEMENT


                                            By:
                                               -------------------------
                                               Name:
                                               Title:


Accepted and agreed to as of
the date first above written:

UBS SECURITIES LLC


By:
   -------------------------
   Name:
   Title:



By:
   -------------------------
   Name:
   Title:



                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(7)
<SEQUENCE>6
<FILENAME>b62570a2exv99wxkyx7y.txt
<DESCRIPTION>FORM OF STRUCTURING FEE AGREEMENT WITH CITIGROUP GLOBAL MARKETS INC.
<TEXT>
<PAGE>
                                                                  Exhibit (K)(7)

                        FORM OF STRUCTURING FEE AGREEMENT



                                                  [      ], 2006

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         Reference is made to the Underwriting Agreement dated the date hereof
(the "Underwriting Agreement"), by and among Eaton Vance Tax-Managed Diversified
Equity Income Fund (the "Fund"), Eaton Vance Management (the "Adviser"), Rampart
Investment Management Company, Inc. (the Sub-Adviser) and each of the
Underwriters named therein, with respect to the issue and sale of the Fund's
Common Shares, as described therein. Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Underwriting
Agreement.

         1. Fee. In consideration of your services in offering advice relating
to the structure and design of the Fund and the organization of the Fund as well
as services related to the sale and distribution of the Fund's Common Shares,
which services may be completed by your affiliate in your sole discretion, the
Adviser shall pay a fee to you in the aggregate amount of $[ ] (the "Fee"). The
Fee shall be paid on or before [ ], 2006. The payment shall be made by wire
transfer to the order of Citigroup Global Markets Inc.

         2. Term. This Agreement shall terminate upon the payment of the entire
amount of the Fee, as specified in Section 1 hereof.

         3. Indemnification. The Adviser agrees to the indemnification and other
agreements set forth in the Indemnification Agreement attached hereto, the
provisions of which are incorporated herein by reference and shall survive the
termination, expiration or supersession of this Agreement.

         4. Not an Investment Adviser; No Fiduciary Duty. The Adviser
acknowledges that you are not providing any advice hereunder as to the value of
securities or regarding the advisability of purchasing or selling any securities
for the Fund's portfolio. No provision of this Agreement shall be considered as
creating, nor shall any provision create, any obligation on the part of you, and
you are not agreeing hereby, to: (i) furnish any advice or make any
recommendations regarding the purchase or sale of portfolio securities; or (ii)
render any opinions, valuations or recommendations of any kind or to perform any
such similar services. The Adviser hereby acknowledges that your engagement
under this Agreement is as an independent contractor and not in any other
capacity, including as a fiduciary. Furthermore, the

<PAGE>

Adviser agrees that it is solely responsible for making its own judgments in
connection with the matters covered by this Agreement (irrespective of whether
you have advised or are currently advising the Adviser on related or other
matters).

         5. Not Exclusive. Nothing herein shall be construed as prohibiting you
or your affiliates from acting as an underwriter or financial adviser or in any
other capacity for any other persons (including other registered investment
companies or other investment managers).

         6. Assignment. This Agreement may not be assigned by any party without
prior written consent of the other party.

         7. Amendment; Waiver. No provision of this Agreement may be amended or
waived except by an instrument in writing signed by the parties hereto.

         8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.



                                  [END OF TEXT]




                                       2
<PAGE>

         This Agreement shall be effective as of the date first written above.




                                             EATON VANCE MANAGEMENT


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


Agreed and Accepted:


CITIGROUP GLOBAL MARKETS INC.



By:
   --------------------------------
   Name:
   Title:


                           [Structuring Fee Agreement]

<PAGE>

                            INDEMNIFICATION AGREEMENT

                                                      [    ], 2006

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

In connection with the engagement of Citigroup Global Markets Inc. (the "Bank")
to advise and assist the undersigned (together with its affiliates and
subsidiaries, referred to as the "Company") with the matters set forth in the
Structuring Fee Agreement dated [ ], 2006 between the Company and the Bank (the
"Agreement"), in the event that the Bank becomes involved in any capacity in any
claim, suit, action, proceeding, investigation or inquiry (including, without
limitation, any shareholder or derivative action or arbitration proceeding)
(collectively, a "Proceeding") with respect to the services performed pursuant
to and in accordance with the Agreement, the Company agrees to indemnify, defend
and hold the Bank harmless to the fullest extent permitted by law, from and
against any losses, claims, damages, liabilities and expenses with respect to
the services performed pursuant to and in accordance with the Agreement, except
to the extent that it shall be determined by a court of competent jurisdiction
in a judgment that has become final in that it is no longer subject to appeal or
other review, that such losses, claims, damages, liabilities and expenses
resulted primarily from the gross negligence or willful misconduct of the Bank.
In addition, in the event that the Bank becomes involved in any capacity in any
Proceeding with respect to the services performed pursuant to and in accordance
with the Agreement, the Company will reimburse the Bank for its legal and other
expenses (including the cost of any investigation and preparation) as such
expenses are incurred by the Bank in connection therewith. Promptly after
receipt by the Bank of notice of the commencement of any Proceeding, the Bank
will, if a claim in respect thereof is to be made against the Bank under this
paragraph, notify the Company in writing of the commencement thereof; but the
failure so to notify the Company (i) will not relieve it from liability under
this paragraph unless and to the extent it did not otherwise learn of such
Proceeding and such failure results in the forfeiture by the Company of
substantial rights and defenses and (ii) will not, in any event, relieve the
Company from any obligations to the Bank other than the indemnification
obligation provided above. The Company shall be entitled to appoint counsel of
the Company's choice at the Company's expense to represent the Bank in any
Proceeding for which indemnification is sought (in which case the Company shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Bank or parties except as set forth below); provided, however,
that such counsel shall be reasonably satisfactory to the Bank. Notwithstanding
the Company's election to appoint counsel to represent the Bank in a Proceeding,
the Bank shall have the right to employ one separate counsel (including local
counsel), and the Company shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the Company to
represent the Bank would present



                                       4
<PAGE>

such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such Proceeding include both the Bank and the
Company and the Bank shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the Company, (iii) the Company shall
not have employed counsel satisfactory to the Bank to represent the Bank within
a reasonable time after notice of the institution of such Proceeding or (iv) the
Company shall authorize the Bank to employ separate counsel at the expense of
the Company. In no event shall the Company be liable for the fees and expenses
of more than one counsel (in addition to any local counsel) separate from their
own counsel for the Bank and/or the other Underwriters (as defined in the
Underwriting Agreement) (taken as a group) that have entered into a structuring
fee agreement, an additional compensation agreement or similar agreement
pursuant to which the Company pays additional compensation to the respective
Underwriter in connection with the offering contemplated in the Underwriting
Agreement, in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.

         If such indemnification were not to be available for any reason, the
Company agrees to contribute to the losses, claims, damages, liabilities and
expenses involved (i) in the proportion appropriate to reflect the relative
benefits received or sought to be received by the Company and its stockholders
and affiliates, on the one hand, and the Bank, on the other hand, in the matters
contemplated by the Agreement or (ii) if (but only if and to the extent) the
allocation provided for in clause (i) is for any reason held unenforceable, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this paragraph the
relative benefits received, or sought to be received, by the Company and its
stockholders and affiliates, on the one hand, and the party entitled to
contribution, on the other hand, of a transaction as contemplated shall be
deemed to be in the same proportion that the total value received or paid or
contemplated to be received or paid by the Company or its stockholders or
affiliates, as the case may be, as a result of or in connection with the
transaction (whether or not consummated) for which the Bank has been retained to
perform services bears to the fees paid to the Bank under the Agreement;
provided, that in no event shall the Company contribute less than the amount
necessary to assure that the Bank is not liable for losses, claims, damages,
liabilities and expenses in excess of the amount of fees actually received by
the Bank pursuant to the Agreement. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission or any other alleged conduct relates to information provided by the
Company or other conduct by the Company (or its employees or other agents), on
the one hand, or by the Bank, on the other hand. Notwithstanding the provisions
of this paragraph, the Bank shall not be entitled to contribution from the
Company if it is determined that the Bank was guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) and the
Company was not guilty of such fraudulent misrepresentation. The Company will
not settle any Proceeding in respect of which indemnity may be sought hereunder,
whether or not the Bank is an actual or potential party to such Proceeding,
without the Bank's prior written consent (which consent shall not be
unreasonably withheld). For purposes of this Indemnification Agreement, the Bank
shall include the Bank, any of its affiliates, each other person, if any,
controlling the Bank or any of its



                                       5
<PAGE>

affiliates, their respective officers, current and former directors, employees
and agents, and the successors and assigns of all of the foregoing persons. The
foregoing indemnity and contribution agreement shall be in addition to any
rights that any indemnified party may have at common law or otherwise.

         The Company agrees that neither the Bank nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company with respect to the services performed pursuant to and in accordance
with the Agreement, except to the extent that it shall be determined by a court
of competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review that any losses, claims, damages,
liabilities or expenses incurred by the Company resulted primarily from the
gross negligence or willful misconduct of the Bank in performing the services
that are the subject of the Agreement.

         THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE
OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT
TO AND IN ACCORDANCE WITH THE AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR
CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN
THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION
OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE BANK CONSENT TO
THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE
COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT
IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS
BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH OF
THE BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR
CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY
WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.



                                       6
<PAGE>


         The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of the Bank's engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                             Very truly yours,
                                             EATON VANCE MANAGEMENT.


                                             By:
                                                -------------------------------
                                             Name:
                                             Title:


Accepted and agreed to as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.


By:
    ---------------------------
    Name:
    Title:



                           [Indemnification Agreement]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(8)
<SEQUENCE>7
<FILENAME>b62570a2exv99wxkyx8y.txt
<DESCRIPTION>FORM OF ADDITIONAL COMPENSATION AGREEMENT WITH QUALIFYING UNDERWRITERS
<TEXT>
<PAGE>
                                                                  Exhibit (K)(8)

                                                                       [ ], 2006
Eaton Vance Management
255 State Street
Boston, MA  02109


                    FORM OF ADDITIONAL COMPENSATION AGREEMENT


Ladies and Gentlemen:

Reference is made to the Underwriting Agreement dated [ ], 2006 (the
"Underwriting Agreement"), by and among Eaton Vance Tax-Managed Diversified
Equity Income Fund, a closed-end management investment company (the "Fund"),
Eaton Vance Management ("Eaton Vance" or the "Adviser"), Rampart Investment
Management Company, Inc., and each of the respective Underwriters named therein,
with respect to the issue and sale of the Fund's common shares of beneficial
interest, par value $0.01 per share (the "Common Shares"), as described therein.
Reference is also made to (i) the Investment Advisory Agreement, dated [ ], 2005
(the "Investment Advisory Agreement") between Eaton Vance and the Fund and (ii)
the registration statement on Form N-2 regarding the Common Shares of the Fund
(the "Registration Statement"). Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Underwriting Agreement.

The Adviser hereby confirms its agreement with each Qualifying Underwriter (as
defined in Section 1 hereof) with respect to the additional compensation
referred to in the "Underwriting" section of the Registration Statement, payable
by Eaton Vance to each of the Qualifying Underwriters. Eaton Vance agrees to pay
to each Qualifying Underwriter additional compensation (collectively, the
"Additional Compensation") as provided for in Section 3 hereof; provided,
however, that such Additional Compensation shall not exceed an amount equal to
0.15% per annum of the aggregate average daily gross assets of the Fund
(including assets attributable to any preferred shares of the Fund that may be
outstanding); and provided, further, that such payments shall not exceed the
"Maximum Additional Compensation Amount" (as defined in Section 4 hereof). The
Additional Compensation shall be payable as set forth in Section 3 hereof.

SECTION 1. Qualifying Underwriters. For the purposes of this Additional
Compensation Agreement, each Underwriter (other than Wachovia Capital Markets,
LLC, Citigroup Global Markets Inc. and UBS Securities LLC), which sells Common
Shares of the Fund with an aggregate purchase price to the public of at least
$50,000,000 shall be a "Class I Qualifying Underwriter" and each Underwriter
(other than Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and
UBS Securities LLC) which sells Common Shares of the Fund with an aggregate
purchase price to the public of at least $100,000,000, shall be a "Class II
Qualifying Underwriter"; provided, however, that the amounts required to qualify
as a Class I Qualifying Underwriter or a Class II Qualifying Underwriter may be
reduced with respect to any Underwriter in the sole discretion of Eaton Vance.
Class I Qualifying Underwriters and Class II Qualifying Underwriters are
referred to collectively herein as "Qualifying Underwriters." A Qualifying
Underwriter which qualifies as a Class II Qualifying Underwriter shall not also
be a Class I Qualifying Underwriter. Within 60 days following the Closing Date,
the Qualifying Underwriters shall prepare or cause to be prepared and provide to
the Adviser a chart listing each of the Qualifying Underwriters, which chart
shall indicate the aggregate purchase price to the public of the Common Shares
sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in
Section 2 hereof) of each Qualifying Underwriter and shall be appended as
Schedule A to this Additional Compensation Agreement. Such Schedule A shall be
prepared in good faith by the Qualifying Underwriters and subject to
verification by the Adviser.


<PAGE>


SECTION 2. Pro Rata Percentage. Each Qualifying Underwriter shall be assigned a
"Pro Rata Percentage," the numerator of which shall equal the aggregate purchase
price to the public of the Common Shares sold by such Underwriter as set forth
on Schedule A hereto and the denominator of which shall equal the aggregate
purchase price to the public of all of the Common Shares purchased by the
Underwriters pursuant to the Underwriting Agreement.

SECTION 3. Payment of Additional Compensation.

         (a) The Adviser shall pay the Additional Compensation, quarterly in
arrears, to each Class I Qualifying Underwriter in an amount equal to the
product of such Qualifying Underwriter's Pro Rata Percentage multiplied by
0.025% of the aggregate average daily gross assets of the Fund for such quarter.

         (b) The Adviser shall pay the Additional Compensation, quarterly in
arrears, to each Class II Qualifying Underwriter in an amount equal to the
product of such Qualifying Underwriter's Pro Rata Percentage multiplied by
0.0375% of the aggregate average daily gross assets of the Fund for such
quarter.

         (c) All fees payable hereunder shall be paid to each Qualifying
Underwriter by wire transfer of immediately available funds within 15 days
following the end of each calendar quarter to the bank account designated by
such Qualifying Underwriter. At the time of each payment of Additional
Compensation hereunder, the Adviser shall deliver to each Qualifying Underwriter
receiving an installment of Additional Compensation a statement indicating the
amount of the of the aggregate average daily gross asset value of the Fund for
such quarter (including assets attributable to any preferred shares of the Fund
that may be outstanding) on which such payment was based.

         (d) The initial payments of Additional Compensation hereunder shall be
paid with respect to the calendar quarter ending [ ], 2006. In the event that
this Additional Compensation Agreement terminates prior to the end of a calendar
quarter, the Additional Compensation required to be paid hereunder shall be due
and payable within 15 days following the termination hereof and shall be
pro-rated in respect of the period prior to such termination. Notwithstanding
the foregoing, if any payment hereunder would otherwise fall on a day which is
not a business day, it shall be due on the next day which is a business day. All
fees payable hereunder shall be in addition to any fees paid by the Investment
Adviser pursuant to the Underwriting Agreement.

SECTION 4. Maximum Additional Compensation Amount. The "Maximum Additional
Compensation Amount" payable by the Investment Adviser hereunder shall be [ ]%
of the aggregate offering price of the Common Shares. A.G. Edwards & Sons, Inc.
will receive additional compensation which will not exceed [ ]% of the aggregate
initial offering price of the Common Shares [and __________________ will receive
additional compensation which will not exceed [ ]% of the aggregate initial
offering price of the Common Shares].

SECTION 5. Term. This Additional Compensation Agreement shall continue
coterminously with and so long as the Investment Advisory Agreement, dated [ ]
2005, remains in effect between the Fund and the Adviser, or any similar
investment advisory agreement with a successor in interest or affiliate of the
Adviser remains in effect, as, and to the extent, that such investment advisory
agreement is renewed periodically in accordance with the Investment Company Act
of 1940, as amended. This Additional Compensation Agreement shall terminate on
the earliest to occur of (a) with respect to any Qualifying Underwriter, the
payment by Eaton Vance to such Qualifying Underwriter of the Maximum Additional
Compensation Amount, (b) with respect to the Fund, the dissolution and winding
up of the Fund and (c) with respect to the Fund, the date on which the
Investment Advisory Agreement or other investment advisory agreement between the
Fund and the Adviser or any successor in interest to the Adviser, including but
not limited to an affiliate of the Adviser, shall terminate.


                                      -2-
<PAGE>


SECTION 6. Not an Investment Adviser. The Adviser acknowledges that the
Underwriters are not providing any advice hereunder as to the value of
securities or regarding the advisability of purchasing or selling any securities
for the Fund. No provision of this Additional Compensation Agreement shall be
considered as creating, nor shall any provision create, any obligation on the
part of any Underwriter, and the Underwriters are not hereby agreeing, to: (i)
furnish any advice or make any recommendations regarding the purchase or sale of
portfolio securities or (ii) render any opinions, valuations or recommendations
of any kind or to perform any such similar services.

SECTION 7. Not Exclusive. Nothing herein shall be construed as prohibiting any
Underwriter or its respective affiliates from acting as such for any other
clients (including other registered investment companies or other investment
advisers).

SECTION 8. No Liability. Eaton Vance agrees that no Underwriter shall have
liability to Eaton Vance or the Fund for any act or omission to act by such
Underwriter in the course of its performance under this Additional Compensation
Agreement, in the absence of gross negligence or willful misconduct on the part
of such Underwriter. Eaton Vance agrees to indemnify and hold harmless each
Underwriter and its respective officers, directors, agents and employees against
any loss or expense arising out of or in connection with such Underwriter's
performance under this Additional Compensation Agreement. This provision shall
survive the termination, expiration or supersession of this Additional
Compensation Agreement.

SECTION 9. Assignment. This Additional Compensation Agreement may not be
assigned by any party without the prior written consent of each other party.

SECTION 10. Amendment; Waiver. No provision of this Additional Compensation
Agreement may be amended or waived except by an instrument in writing signed by
the parties hereto.

SECTION 11. Governing Law. This Additional Compensation Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

SECTION 12. Counterparts. This Additional Compensation Agreement may be executed
in any number of counterparts, each of which shall be an original, and all of
which, when taken together, shall constitute one agreement. Delivery of an
executed signature page of this Additional Compensation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.


                                      -3-
<PAGE>


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Adviser and the Qualifying Underwriters in accordance with its terms.

                                           Very truly yours,

                                           A.G. EDWARDS & SONS, INC.

                                           By:
                                                --------------------------------
                                                Name:
                                                Title:


                                          [                                    ]

                                          [By:
                                                --------------------------------
                                                Name:
                                                Title:]

                                          [                                    ]
                                           [By:
                                                --------------------------------
                                                Name:
                                                Title:]

                                           [                                   ]

                                           [By:
                                                --------------------------------
                                                Name:
                                                Title:]


CONFIRMED AND ACCEPTED,
as of the date first above written:


EATON VANCE MANAGEMENT
By:
     ------------------------------
     Name:
     Title:


<PAGE>


                                   SCHEDULE A


<Table>
<Caption>
                                                     AGGREGATE
                                               PURCHASE PRICE TO PUBLIC      PRO RATA
NAME OF QUALIFYING UNDERWRITER      CLASS       OF COMMON SHARES SOLD       PERCENTAGE
------------------------------     -------     ------------------------     ----------
<S>                                <C>         <C>                          <C>
A.G. Edwards & Sons, Inc.
</TABLE>


                                      -5-
<PAGE>


                            Indemnification Agreement

                                                                       [ ], 2006


Wachovia Capital Markets, LLC
375 Park Avenue
New York, NY 10152

A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, MO 63103

In connection with the additional compensation payments made to A.G. Edwards &
Sons, Inc [and ______________] (each a "Bank" and together the "Banks") by the
undersigned (the "Company") as set forth in the Additional Compensation
Agreement dated [ ], 2006, between the Company and the Banks (the "Agreement"),
in the event that a Bank becomes involved in any capacity in any claim, suit,
action, proceeding, investigation or inquiry (including, without limitation, any
shareholder or derivative action or arbitration proceeding) (collectively, a
"Proceeding") in connection with or arising out of the Agreement, the Company
agrees to indemnify, defend and hold each Bank harmless to the fullest extent
permitted by law, from and against any losses, claims, damages, liabilities and
expenses in connection with or arising out of the Agreement (a "Covered Claim"),
except to the extent that it shall be determined by a court of competent
jurisdiction in a judgment that has become final in that it is no longer subject
to appeal or other review, that such losses, claims, damages, liabilities and
expenses resulted solely from the gross negligence, bad faith or willful
misconduct of a Bank. In addition, in the event that a Bank becomes involved in
any capacity in any Proceeding which relates to a Covered Claim, the Company
will reimburse the Bank for its legal and other expenses (including the
reasonable cost of any investigation and preparation) as such expenses are
incurred by the Bank in connection therewith. If such indemnification were not
to be available for any reason, the Company agrees to contribute to the losses,
claims, damages, liabilities and expenses involved (i) in the proportion
appropriate to reflect the relative benefits received or sought to be received
by the Company and its stockholders, on the one hand, and a Bank, on the other
hand, in the matters contemplated by the Agreement or (ii) if (but only if and
to the extent) the allocation provided for is for any reason held unenforceable,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in the Agreement but also the relative fault of the Company and its
stockholders, on the one hand, and the party entitled to contribution, on the
other hand, as well as any other relevant equitable considerations; provided,
that in no event shall the Company contribute less than the amount necessary to
assure that the Banks are not liable for losses, claims, damages, liabilities
and expenses in excess of the amount of fees actually received by a Bank
pursuant to the Agreement. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by the Company or other
conduct by the Company (or its employees or other agents), on the one hand, or
by each Bank, on the other hand. The Company will not settle any Proceeding in
respect of which indemnity may be sought hereunder, whether or not a Bank is an
actual or potential party to such Proceeding, without that Bank's prior written
consent. For purposes of this Indemnification Agreement, a Bank shall include
each Bank, any of its affiliates, each other person, if any, controlling the
Bank or any of its affiliates, their respective officers, current and former
directors, employees and agents, and the successors and assigns of all of the
foregoing persons. The foregoing indemnity and contribution agreement shall be
in addition to any rights that any indemnified party may have at common law or
otherwise.

If any Proceeding is brought against a Bank in respect of which indemnity may be
sought against the Company pursuant to the foregoing paragraph, the Bank shall
promptly notify the Company in writing of the institution of such Proceeding and
the Company shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to the Bank and payment of all
fees and


                                      -6-
<PAGE>


expenses; provided, however, that the omission to so notify the Company shall
not relieve the Company from any liability which the Company may have to a Bank
or otherwise, unless and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the Company. Each Bank shall
have the right to employ its own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the Bank unless the
employment of such counsel shall have been authorized in writing by the Company
in connection with the defense of such Proceeding or the Company shall not have,
within a reasonable period of time in light of the circumstances, employed
counsel to have charge of the defense of such Proceeding or the Bank shall have
reasonably concluded that there may be defenses available to it which are
different from, additional to or in conflict with those available to the Company
(in which case the Company shall not have the right to direct the defense of
such Proceeding on behalf of a Bank), in any of which events such fees and
expenses shall be borne by the Company and paid as incurred (it being
understood, however, that the Company shall not be liable for the expenses of
more than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction). The
Company shall not be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the
Company, the Company agrees to indemnify and hold harmless a Bank from and
against any loss or liability by reason of such settlement. Notwithstanding the
foregoing sentence, if at any time a Bank shall have requested the Company to
reimburse the Bank for fees and expenses of counsel as contemplated by the
second sentence of this paragraph, then the Company agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 business days after receipt
by the Company of the aforesaid request, (ii) the Company shall not have
reimbursed a Bank in accordance with such request prior to the date of such
settlement and (iii) the Bank shall have given the Company at least 30 days'
prior notice of its intention to settle.

The Company agrees that neither the Banks nor any of their affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of a Covered Claim, except to the
extent that it shall be determined by a court of competent jurisdiction in a
judgment that has become final in that it is no longer subject to appeal or
other review that any losses, claims, damages, liabilities or expenses incurred
by the Company resulted solely from the gross negligence, bad faith or willful
misconduct of a Bank in performing the Services.

THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY
KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND A BANK'S CONSENT TO THE JURISDICTION OF SUCH COURTS AND
PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL
JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF
OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY AND THIRD PARTY AGAINST
UBS SECURITIES OR ANY INDEMNIFIED PARTY. EACH OF THE BANKS AND THE COMPANY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH
COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN
ANY OTHER COURTS TO THE


                                      -7-
<PAGE>


JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH
JUDGMENT.


                                      -8-
<PAGE>


         The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of the Bank's engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                           Very truly yours,

                                           EATON VANCE MANAGEMENT

                                           By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


Accepted and agreed to as of the date first above written:

A.G. EDWARDS & SONS, INC.

By:
     -------------------------------
Name:
Title:

[                                   ]

[By:
     -------------------------------
Name:
Title:]

[                                   ]
[By:
     -------------------------------
Name:
Title:]

[                                   ]
[By:
     -------------------------------
Name:
Title:]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>8
<FILENAME>b62570a2exv99wxly.txt
<DESCRIPTION>OPINION AND CONSENT OF KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
<TEXT>
<PAGE>
                                                                     Exhibit (1)

              [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LETTERHEAD]



November 24, 2006

Eaton Vance Tax-Managed Diversified Equity Income Fund
255 State Street
Boston, MA 02109

Dear Sirs:

This opinion is furnished in connection with the registration by Eaton Vance
Tax-Managed Diversified Equity Income Fund, a business trust organized under the
laws of the Commonwealth of Massachusetts ("Fund"), of 150,000,000 shares of
beneficial interest, par value of $.01 per share ("Shares"), under the
Securities Act of 1933, as amended, pursuant to a registration statement on Form
N-2 (File No. 333-129692), as amended ("Registration Statement"), in the amounts
set forth under "Amount Being Registered" on the facing page of the Registration
Statement.

As counsel for the Fund, we are familiar with the proceedings taken by it in
connection with the authorization, issuance and sale of the Shares. In addition,
we have examined and are familiar with the Agreement and Declaration of Trust of
the Fund, the By-Laws of the Fund, and such other documents as we have deemed
relevant to the matters referred to in this opinion.

Based upon the foregoing, we are of the opinion that the Shares, upon issuance
and sale in the manner referred to in the Registration Statement, will be
legally issued, fully paid and non-assessable (except as described in the
Registration Statement) shares of beneficial interest of the Fund.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.



                                 Very truly yours,

                                 /s/ Kirkpatrick & Lockhart Nicholson Graham LLP
                                 -----------------------------------------------
                                 Kirkpatrick & Lockhart Nicholson Graham LLP





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>9
<FILENAME>b62570a2exv99wxny.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>

                                                                     Exhibit (N)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Pre-Effective Amendment No. 2 to the Registration
Statement No. 333-129692, as amended, on Form N-2 of our report dated November
10, 2006 relating to the financial statements of Eaton Vance Tax-Managed
Diversified Equity Income Fund appearing in the Statement of Additional
Information, which is part of such Registration Statement and to references to
us under the heading "Independent Registered Public Accounting Firm" in the
Prospectus and Statement of Additional Information which are part of such
Registration Statement.


/s/ Deloitte & Touche L.L.P.
----------------------------
DELOITTE & TOUCHE L.L.P.
Boston, Massachusetts
November 22, 2006

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(P)
<SEQUENCE>10
<FILENAME>b62570a2exv99wxpy.txt
<DESCRIPTION>LETTER AGREEMENT WITH EATON VANCE MANAGEMENT
<TEXT>
<PAGE>
                                                                     Exhibit (p)



                             EATON VANCE MANAGEMENT
                            The Eaton Vance Building
                                255 State Street
                           Boston, Massachusetts 02109
                            Telephone: (617) 482-8260
                            Telecopy: (617) 338-8054



                                                                November 9, 2006



Eaton Vance Tax-Managed Diversified Equity Income Fund
The Eaton Vance Building 255 State Street
Boston, Massachusetts 02109



Ladies and Gentlemen:



With respect to our purchase from you, at the purchase price of $100,000 of
5,000 shares of beneficial interest, net asset value of $20.00 per share
("Initial Shares") in Eaton Vance Tax-Managed Diversified Equity Income Fund, we
hereby advise you that we are purchasing such Initial Shares for investment
purposes without any present intention of redeeming or reselling.



                                       Very truly yours,



                                       EATON VANCE MANAGEMENT


                                       By:  /s/ William M. Steul
                                            --------------------------------
                                            William M. Steul
                                            Treasurer and Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>11
<FILENAME>filename11.txt
<TEXT>
<PAGE>

             EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND
                            The Eaton Vance Building
                                255 State Street
                                Boston, MA 02109
                            Telephone: (617) 482-8260
                            Telecopy: (617) 338-8054

                                                               November 24, 2006
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Vincent DiStefano
            Division of Investment Management

       Re:  Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund")
            1933 Act Registration Statement (File No. 333-129692)
            1940 Act Registration Statement (File No. 811-21832)


Gentlemen:

         Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"1933 Act"), the Fund hereby requests that the staff of the Division of
Investment Management accelerate the effective date of the Fund's 1933 Act
Registration Statement on Form N-2, as amended, to 10 a.m., Eastern Standard
Time, on Monday, November 27, 2006, or as soon thereafter as possible.

         In connection with such request the Fund acknowledges that:

                  1. Should the Commission or the staff acting pursuant to
                  delegated authority declare the registration statement
                  effective, such action does not foreclose any action by the
                  Commission with respect to the filing;

                  2. The action of the Commission or the staff acting pursuant
                  to delegated authority in declaring the filing effective does
                  not relieve the Fund of responsibility for the adequacy and
                  accuracy of the filing; and

                  3. The Fund will not assert the staff's acceleration of
                  effectiveness of the filing as a defense in any proceeding
                  initiated by the Commission or any other person under the
                  federal securities laws.

         Furthermore, the Fund is aware that the Division of Enforcement has
access to all information provided to the staff of the Division of Investment
Management in connection with its review of and the Fund's comments on this and
other filings made with respect to the Registration Statement.

                                        Very truly yours,

                                        Eaton Vance Tax-Managed Diversified
                                         Equity Income Fund



                                        By: /s/ Duncan W. Richardson
                                            ------------------------------------
                                        Duncan W. Richardson
                                        President and Chief Executive Officer

cc: Mr. Richard Pfordte, Branch Chief
    Division of Investment Management




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>12
<FILENAME>filename12.txt
<TEXT>
<PAGE>


[WACHOVIA LOGO]



November 24, 2006


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4720

Attention: Vincent J. Di Stefano, Esq.

      Re:   Eaton Vance Tax-Managed Diversified Equity Income Fund
            Common Shares of Beneficial Interest
            Registration Nos. 333-129692
                              811-21832

Ladies and Gentlemen:

         Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned, as the representative of the prospective Underwriters of the above
captioned securities, hereby joins in the request of the Eaton Vance Tax-Managed
Diversified Equity Income Fund that the effectiveness of the Registration
Statement relating to such securities be accelerated so that the Registration
Statement will become effective by 10:00 a.m., Eastern Time, on November 27th,
2006, or as soon thereafter as practicable.



                                                 Very truly yours,

                                                 WACHOVIA CAPITAL MARKETS, LLC



                                                 By: /s/ LEAR BEYER
                                                     ---------------------------
                                                     Lear Beyer
                                                     Managing Director




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>13
<FILENAME>filename13.txt
<TEXT>
<PAGE>


            [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP LETTERHEAD]


November 24, 2006

VIA EDGAR AND FEDERAL EXPRESS

Vincent J. Di Stefano, Esq.
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC  20949

Re:      Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund")
         (f.k.a. Eaton Vance Tax-Managed Premium and Dividend Income Fund)
         File Nos. 333-129692 and 811-21832

Dear Mr. Di Stefano:

         Transmitted electronically with this letter for filing pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on behalf of Eaton Vance Tax-Managed Diversified Equity Income Fund
(f.k.a. Eaton Vance Tax-Managed Premium and Dividend Income Fund) is
Pre-Effective Amendment No. 2 to the Fund's initial registration statement on
Form N-2 relating to the Registrant's initial issuance of common shares of
beneficial interest filed with the Securities and Exchange Commission
("Commission") on November 15, 2005 (the "Registration Statement"). As
referenced in Pre-Effective Amendment No. 1 to the Fund's Registration Statement
filed on October 24, 2006, the Fund has changed its name to Eaton Vance
Tax-Managed Diversified Equity Income Fund.

         A total registration fee of $321,000 is being filed with Pre-Effective
Amendment No. 2 to the Fund's Registration Statement. The registration fee has
been wired through the FEDWIRE system to the Commission's account at Mellon
Bank. Pre-Effective Amendment No. 2 transmitted with this letter contains
conformed signature pages, the manually executed originals of which are
maintained at the offices of the Fund.

         Thank you for your letter transmitting your comments concerning the
Registration Statement on Form N-2 for the Fund. As we discussed, and as
indicated below, a number of these comments have been addressed in Pre-Effective
Amendment No. 1. The remaining responses are addressed in Pre-Effective
Amendment No. 2. We are aware that the Commission staff (the "Staff") prefers to
establish a formal record of correspondence with registrants. Accordingly,
please find the Fund's formal responses to your comments below.

         Included with Pre-Effective Amendment No. 2, both the underwriters and
the Fund formally request acceleration of effectiveness of the Registration
Statement to 10:00 a.m. on Monday November 27, 2006.


<PAGE>


PROSPECTUS

COVER

COMMENT 1: Please confirm that Eaton Vance will not recoup from the Fund any
offering or organization cost reimbursements it makes to the Fund. Please
include the reimbursement agreement as an exhibit to the registration statement.

RESPONSE 1: Eaton Vance confirms that it will not recoup offering and
organization cost reimbursements from the Fund. The organizational and expense
reimbursement agreement will be filed as Exhibit (k)(6) to Pre-Effective
Amendment No. 2.

COMMENT 2: Please confirm that the disclosure of the Fund's lack of trading
history and attendant risks, and all remaining disclosure required by Item 1.1.i
of Form N-2 will appear on the outside front cover page and will be prominent.
Please be sure to disclose that closed-end funds have a tendency to trade
frequently at a discount from net asset value and the risk of loss this creates
for investors purchasing shares in the initial public offering. See Item 1.1.i.
of Form N-2.

RESPONSE 2: The Fund confirms that the subject disclosure appears in a prominent
place on the outside cover page in Pre-Effective Amendment No. 1 and will remain
in such place for Pre-Effective Amendment No. 2.

COMMENT 3: Please make more prominent the disclosure that the Fund will seek to
generate current earnings from option premiums and, to a lesser extent, from
dividends on stocks held.

RESPONSE 3: The Fund notes this comment and the following response is
substantially identical to a comment and response made in connection with recent
offerings of Eaton Vance Tax-Managed Buy-Write Opportunities Fund and Eaton
Vance Tax-Managed Global Buy-Write Opportunities Fund. In response to the
Staff's comment, a revised version of this sentence as follows appears in bold
face and has been moved to appear as the first sentence of the third paragraph
under the heading "Portfolio contents".

                "THE FUND SEEKS TO GENERATE CURRENT EARNINGS FROM
               DIVIDENDS AND FROM OPTION PREMIUMS ON STOCKS HELD."

COMMENT 4: Since the name of the Fund suggests investment in dividend producing
income securities and writing options, please disclose that the Fund has a
policy to invest at least 80% of the value of its assets in dividend producing
income securities and written call options.

RESPONSE 4: As noted above, and as reflected in Pre-Effective Amendment No. 1,
the Fund has changed its name to Eaton Vance Diversified Equity Income Fund.
This name change was discussed in telephone conference between Frederick Marius
of Eaton Vance and Vincent Di Stefano of the Staff. In connection with the name
change, the Fund has adopted the following 80% investment policy. Mr. Di Stefano
agreed that this policy is responsive to the Staff's comment as applied to the
new name. This policy replaces the Fund's prior policy of investing at least 80%
of its assets in common stocks and in Pre-Effective Amendment No. 1 appears in
all of the same places on the cover, in the summary and in the body of the
prospectus as the prior policy. Pre-Effective Amendment No. 1 also contains a
statement that this policy may only be changed following 60 days prior written
notice to shareholders.


                                       2
<PAGE>


              "UNDER NORMAL MARKET CONDITIONS, THE FUND WILL
              INVEST AT LEAST 80% OF ITS TOTAL ASSETS IN A
              COMBINATION OF 1) DIVIDEND- PAYING COMMON STOCKS
              AND 2) COMMON STOCKS THE VALUE OF WHICH IS SUBJECT
              TO COVERED WRITTEN INDEX CALL OPTIONS."

COMMENT 5: In light of the constraints of the straddle rule, please explain in
plain English how the indices on which the Fund will write call options will
"collectively approximate the characteristics of its common portfolio." Please
also render in plain English the statement that the Fund "intends to limit the
overlap between its stock holdings (and any subset thereof) and each index on
which it has outstanding options positions to less than 70% on an ongoing
basis."

RESPONSE 5: To avoid being subject to the "straddle rules" under federal income
tax law, the Fund intends to limit the overlap between its stock holdings (and
any subset thereof) and each Index to less than 70% on an ongoing basis.
Statements to this effect are included in the following sections of the
prospectus: Summary, fifth and ninth paragraphs under "Investment Objectives and
Strategies;" fifth and eighth paragraphs under "Investment Selection
Strategies;" in sub-sections "Risk of selling index call options" and "Tax Risk"
of "Special Tax Considerations;" Body, under the heading "Primary Investment
Policies," third paragraph of sub-section "General Composition of the Fund,"
fifth paragraph under sub-section "Investment Strategy," second paragraph under
sub-section "Tax-managed investing;" and Body, under the heading "Risk
Considerations," sub-section "Tax risk." The Fund notes that identical comments
were made by the Staff with respect to the offerings of Eaton Vance Tax-Managed
Buy-Write Opportunities Fund and Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund and disclosure was revised in response to such comments and
the Fund's response is substantially identical to the responses made in those
instances.

              "TO AVOID BEING SUBJECT TO THE "STRADDLE RULES"
              UNDER FEDERAL INCOME TAX LAW, THE FUND INTENDS TO
              LIMIT THE OVERLAP BETWEEN ITS STOCK HOLDINGS (AND
              ANY SUBSET THEREOF) AND EACH INDEX ON WHICH IT HAS
              OUTSTANDING OPTIONS POSITIONS TO LESS THAN 70% ON
              AN ONGOING BASIS. UNDER THE "STRADDLE RULES,"
              "OFFSETTING POSITIONS WITH RESPECT TO PERSONAL
              PROPERTY" GENERALLY ARE CONSIDERED TO BE STRADDLES.
              IN GENERAL, INVESTMENT POSITIONS WILL BE OFFSETTING
              IF THERE IS A SUBSTANTIAL DIMINUTION IN THE RISK OF
              LOSS FROM HOLDING ONE POSITION BY REASON OF HOLDING
              ONE OR MORE OTHER POSITIONS. THE FUND EXPECTS THAT
              THE INDEX CALL OPTIONS IT WRITES WILL NOT BE
              CONSIDERED STRADDLES BECAUSE ITS STOCK HOLDINGS
              WILL BE SUFFICIENTLY DISSIMILAR FROM THE COMPONENTS
              OF THE INDICES ON WHICH IT HAS OPEN CALL OPTIONS
              POSITIONS UNDER APPLICABLE GUIDANCE ESTABLISHED BY
              THE INTERNAL REVENUE SERVICE (THE "IRS"). UNDER
              CERTAIN CIRCUMSTANCES, HOWEVER, THE FUND MAY ENTER
              INTO OPTIONS TRANSACTIONS OR CERTAIN OTHER
              INVESTMENTS THAT MAY CONSTITUTE POSITIONS IN A
              STRADDLE."

SUMMARY

The Fund

COMMENT 6: Is the Fund's policy of selling on a continuous basis call options on
broad-based stock indices a fundamental policy? If not, will the Fund provide
shareholders at


                                       3
<PAGE>


least 60 days notice of any change in this policy? Please disclose the extent to
which the Fund will write call options, either in dollar amount, or as a
percentage of assets.

RESPONSE 6: The Fund's policy of selling on a continuous basis call options on
broad-based stock indices is not a fundamental policy. As noted in response to
Comment 4 above, the Fund may only change its 80% policy with respect to
investing in dividend paying stocks and writing options following 60 days prior
written notice to shareholders. In response to the last portion of this comment,
the following statement in Pre-Effective Amendment No. 1 has been added in both
the body and the summary of the prospectus concerning the extent to which the
Fund may write covered call options:

              "ALTHOUGH THE FUND GENERALLY AND INITIALLY EXPECTS
              TO WRITE STOCK INDEX CALL OPTIONS WITH RESPECT TO
              ONLY A PORTION OF ITS COMMON STOCK PORTFOLIO VALUE,
              THE FUND MAY IN MARKET CIRCUMSTANCES DEEMED
              APPROPRIATE BY THE ADVISER WRITE COVERED INDEX CALL
              OPTIONS ON UP TO 100% OF ITS ASSETS."

COMMENT 7: Does the Fund have an opinion of tax counsel? If so, please file as
an exhibit to the registration statement.

RESPONSE 7: The Fund notes that an identical comment was made by the Staff with
respect to recent offerings of the Eaton Vance Tax-Managed Buy-Write
Opportunities Fund and the Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund and the Fund's response is identical to the response provided
by the Eaton Vance Tax-Managed Buy-Write Opportunities Fund and the Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund in those offerings. In
connection with the offering of the Eaton Vance Tax-Managed Buy-Write Income
Fund, Eaton Vance received an opinion of special tax counsel with respect to
substantially identical issues presented by the Fund relating to the
characterization of index call options as Section 1256 contracts under the
Internal Revenue Code. Such counsel has subsequently advised Eaton Vance that it
is not aware of any intervening changes in the laws or regulations relating to
these issues. The Fund notes that the tax counsel who prepared such opinion has
not authorized the dissemination to other parties or the public filing of such
opinion. In view of the absence of changes in applicable laws and regulations
and in order to avoid unnecessary expense, the Fund does not intend to obtain an
additional tax opinion with respect to the offering of the Fund.

Investment Objectives and Policies

COMMENT 8: Please summarize the criteria the Adviser and Sub-Adviser will use to
select stocks for the Fund's portfolio.

RESPONSE 8: In response to the Staff's comment, the Fund notes that the
following statement was included in the initial Registration Statement at the
end of the second paragraph under the heading "Investment Selection Strategies"
in the summary and in the body of the prospectus under "Investment Objectives,
Policies and Risks--Primary Investment Policies--Investment Strategy". The Fund
believes that the existing disclosure responds to the Staff's comment:

              "INVESTMENT DECISIONS ARE MADE PRIMARILY ON THE
              BASIS OF FUNDAMENTAL RESEARCH, WHICH INVOLVES
              CONSIDERATION OF THE VARIOUS COMPANY-SPECIFIC AND
              GENERAL BUSINESS, ECONOMIC AND MARKET FACTORS THAT
              MAY INFLUENCE THE FUTURE PERFORMANCE OF INDIVIDUAL
              COMPANIES


                             4
<PAGE>


              AND EQUITY INVESTMENTS THEREIN. THE
              ADVISER WILL ALSO CONSIDER A VARIETY OF OTHER
              FACTORS IN CONSTRUCTING AND MAINTAINING THE FUND'S
              STOCK PORTFOLIO, INCLUDING, BUT NOT LIMITED TO,
              STOCK DIVIDEND YIELDS AND PAYMENT SCHEDULES,
              OVERLAP BETWEEN THE FUND'S STOCK HOLDINGS AND THE
              INDICES ON WHICH IT HAS OUTSTANDING OPTIONS
              POSITIONS, REALIZATION OF TAX LOSS HARVESTING
              OPPORTUNITIES AND OTHER TAX MANAGEMENT
              CONSIDERATIONS."

COMMENT 9: Please state the market capitalization range for the S&P MidCap 400
as of November 30, 2005.

RESPONSE 9: The Fund has revised the date as of which the market capitalization
is disclosed to reflect the Fund's requested effectiveness in November 2006 and
points the Staff's attention to the last sentence in the fourth paragraph under
the heading "Investment Objectives and Strategies" in the summary and in the
second paragraph under "Investment Objectives, Policies and Risks--Primary
Investment Policies" which reads as follows: "AS OF SEPTEMBER 30, 2006, THE
MEDIAN MARKET CAPITALIZATION OF COMPANIES IN THE S&P MIDCAP 400 WAS
APPROXIMATELY $ 2.55 BILLION."

Distributions

COMMENT 10: The disclosure indicates the Fund will make regular quarterly
distributions which may include return of capital. Will the Fund be reporting
its distribution yield? If so, please confirm that the Fund will not include
return of capital in its reported distribution yield. If the Fund cannot state
definitively the portion of the distribution that will be characterized as a
return of capital, it must have a process whereby it can reasonably estimate the
characteristics of the distribution. The Fund should add disclosure to explain
that the yield reported excludes the portion of return of capital distributions,
the calculation is an estimate and the return of capital portion of the
distribution yield will be finalized at the end of the tax year.

RESPONSE 10: The Fund does not currently intend to report a distribution yield.
To the extent that the Fund in the future determines to report distribution
yield, the Fund will not include return of capital in such reported yield. If
the Fund at some future time determines to report distribution yield and cannot
state definitively the portion of the distribution that will be characterized as
a return of capital, it will establish a process whereby it seeks to reasonably
estimate the characteristics of the distribution. In such case, the Fund also
will provide disclosure explaining that the yield reported excludes the portion
of return of capital distributions, the calculation is an estimate and the
return of capital portion of the distribution yield will be finalized at the end
of the tax year.

Investment Strategy

COMMENT 11: Please disclose the "long-term historical average of stock market
returns" referenced in the definition of "moderately rising equity market
conditions."

RESPONSE 11: The Fund notes that substantially identical disclosure was added in
response to similar Staff comments made in connection with past offerings of
Eaton Vance closed-end funds. As in those cases, the Fund believes that this
disclosure effectively captures the general sense of the different types of
market circumstances intended to be conveyed and does not believe that is
necessary or helpful to attempt to precisely define this concept.


                                       5
<PAGE>


SUMMARY OF FUND EXPENSES

COMMENT 12: Please move the footnotes to the fee table from their present
location and insert them after the Example.

RESPONSE 12: In response to this comment, all footnotes have been moved to
appear after the Example in Pre-Effective Amendment No. 1.

COMMENT 13: The fee table discloses management fees as a percentage of net
assets, yet the disclosure pertaining to the Fund's adviser discloses management
fees as a percentage of gross assets. Please correct or explain this
inconsistency.

RESPONSE 13: The presentation of this information is identical to the
presentation used in the prior Eaton Vance closed-end fund deals. Net assets as
used in the Fee Table do not reflect the use of leverage, as the Fund has no
present intention to use leverage. Gross assets as used under the section
"Management of the Fund" contemplates that should leverage be used (either in
the form of preferred shares or borrowings) the management fee would include the
use of such leverage. In the event leverage is not used gross assets and net
assets are identical.

COMMENT 14: Please revise the explanatory paragraph following the footnotes to
the fee table to clarify that the other expenses shown in the fee table are
based on estimated amounts.

RESPONSE 14: In response to the Staff's comment, the Fund has revised the first
sentence in the subject paragraph to read: "THE OTHER EXPENSES, AND
CORRESPONDINGLY THE TOTAL ANNUAL EXPENSES, SHOWN IN THE TABLE ARE BASED ON
ESTIMATED AMOUNTS..."

COMMENT 15: Is 12,500,000 the maximum number of common shares in the Fund's
offering?

RESPONSE 15: The 12,500,00 shares (or $250,000,000) is an estimate of the
anticipated offering size for purposes of calculating the estimated expenses in
connection with the offering as set forth in the fee table. The offering may be
greater or less than the 12,500,000 shares. Such estimates have been similarly
used in all past Eaton Vance and most closed-end fund initial public offerings.

INVESTMENT OBJECTIVES, POLICIES AND RISKS

COMMENT 16: The disclosure indicates the Fund will use a variety of investment
techniques. Please include disclosure of the tax effects of using each
technique.

RESPONSE 16: The Fund notes that the Staff made substantially identical comments
in connection with the recent offerings of Eaton Vance Tax-Managed Buy-Write
Opportunities Fund and Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund. The below disclosure was developed and refined in response to these
comments and the Fund believes is fully responsive to the current comment as
well. The disclosure was set forth in the initial registration statement under
the heading "Investment Objectives, Policies and Risks--Primary Investment
Policies--Tax-Managed Investing" sections of the body of the prospectus.

              "TAX-MANAGED INVESTING. TAXES ARE A MAJOR INFLUENCE
              ON THE NET AFTER-TAX RETURNS THAT INVESTORS RECEIVE
              ON THEIR TAXABLE INVESTMENTS. THERE ARE FIVE
              POTENTIAL SOURCES OF RETURNS FOR A


                                6
<PAGE>


              COMMON SHAREHOLDER: (1) APPRECIATION OR DEPRECIATION
              IN THE VALUE OF THE COMMON SHARES; (2) DISTRIBUTIONS
              OF QUALIFIED DIVIDEND INCOME; (3) DISTRIBUTIONS OF
              OTHER INVESTMENT INCOME AND NET SHORT-TERM CAPITAL
              GAINS; (4) DISTRIBUTIONS OF LONG-TERM CAPITAL GAINS
              (AND LONG-TERM CAPITAL GAINS RETAINED BY THE FUND);
              AND (5) DISTRIBUTIONS OF RETURN OF CAPITAL. THESE
              DIFFERENT SOURCES OF INVESTMENT RETURNS ARE SUBJECT
              TO WIDELY VARYING FEDERAL INCOME TAX TREATMENT.
              DISTRIBUTIONS OF OTHER INVESTMENT INCOME (I.E.,
              NON-QUALIFIED DIVIDEND INCOME) AND NET REALIZED
              SHORT-TERM GAINS ARE TAXED CURRENTLY AS ORDINARY
              INCOME, AT RATES AS HIGH AS 35%. DISTRIBUTIONS OF
              QUALIFIED DIVIDEND INCOME AND NET REALIZED LONG-TERM
              GAINS (WHETHER DISTRIBUTED OR RETAINED BY THE FUND)
              ARE TAXED CURRENTLY AT RATES UP TO 15% FOR
              INDIVIDUALS AND OTHER NONCORPORATE TAXPAYERS
              (PROVIDED IN THE CASE OF QUALIFIED DIVIDEND INCOME
              THAT CERTAIN HOLDING PERIOD AND OTHER REQUIREMENTS
              ARE MET). GENERALLY, RETURN FROM UNREALIZED
              APPRECIATION AND DEPRECIATION IN THE VALUE OF COMMON
              SHARES AND DISTRIBUTIONS CHARACTERIZED AS RETURN OF
              CAPITAL ARE NOT TAXABLE UNTIL THE COMMON SHAREHOLDER
              SELLS HIS OR HER COMMON SHARES. UPON SALE, A CAPITAL
              GAIN OR LOSS EQUAL TO THE DIFFERENCE BETWEEN THE
              AMOUNT REALIZED ON THE SALE AND THE COMMON
              SHAREHOLDER'S ADJUSTED TAX BASIS IS REALIZED.
              CAPITAL GAIN IS CONSIDERED LONG-TERM AND IS TAXED AT
              RATES UP TO 15% FOR INDIVIDUALS AND OTHER
              NONCORPORATE TAXPAYERS IF THE COMMON SHAREHOLDER HAS
              HELD HIS OR HER SHARES MORE THAN ONE YEAR.
              OTHERWISE, CAPITAL GAIN IS CONSIDERED SHORT-TERM AND
              IS TAXED AT RATES UP TO 35%. THE AFTER-TAX RETURNS
              ACHIEVED BY A COMMON SHAREHOLDER WILL BE
              SUBSTANTIALLY INFLUENCED BY THE MIX OF DIFFERENT
              TYPES OF RETURNS SUBJECT TO VARYING FEDERAL INCOME
              TAX TREATMENT.

              IN IMPLEMENTING THE FUND'S INVESTMENT STRATEGY, THE
              ADVISER INTENDS TO EMPLOY A VARIETY OF TECHNIQUES
              AND STRATEGIES DESIGNED TO MINIMIZE AND DEFER THE
              FEDERAL INCOME TAXES INCURRED BY COMMON SHAREHOLDERS
              IN CONNECTION WITH THEIR INVESTMENT IN THE FUND.
              THESE INCLUDE: (1) INVESTING IN STOCKS THAT PAY
              DIVIDENDS THAT QUALIFY FOR FEDERAL INCOME TAXATION
              AT RATES APPLICABLE TO LONG-TERM CAPITAL GAINS AND
              COMPLYING WITH THE HOLDING PERIOD AND OTHER
              REQUIREMENTS FOR FAVORABLE TAX TREATMENT; (2)
              SELLING INDEX CALL OPTIONS THAT QUALIFY FOR
              TREATMENT AS "SECTION 1256 CONTRACTS" AS DEFINED IN
              THE CODE, ON WHICH CAPITAL GAINS AND LOSSES ARE
              GENERALLY TREATED AS 60% LONG-TERM AND 40%
              SHORT-TERM, REGARDLESS OF HOLDING PERIOD; (3)
              LIMITING THE OVERLAP BETWEEN THE FUND'S STOCK
              HOLDINGS (AND ANY SUBSET THEREOF) AND EACH INDEX ON
              WHICH IT HAS OUTSTANDING OPTIONS POSITIONS TO LESS
              THAN 70% ON AN ONGOING BASIS SO THAT THE FUND'S
              STOCK HOLDINGS AND INDEX CALL OPTIONS ARE NOT
              SUBJECT TO THE "STRADDLE RULES;" (4) ENGAGING IN A
              SYSTEMATIC PROGRAM OF TAX-LOSS HARVESTING IN THE
              FUND'S STOCK PORTFOLIO, PERIODICALLY SELLING STOCK
              POSITIONS


                                7
<PAGE>


              THAT HAVE DEPRECIATED IN VALUE TO REALIZE
              CAPITAL LOSSES THAT CAN BE USED TO OFFSET CAPITAL
              GAINS REALIZED BY THE FUND; AND (5) MANAGING THE
              SALE OF APPRECIATED STOCK POSITIONS SO AS TO
              MINIMIZE THE FUND'S NET REALIZED SHORT-TERM CAPITAL
              GAINS IN EXCESS OF NET REALIZED LONG-TERM CAPITAL
              LOSSES. WHEN AN APPRECIATED SECURITY IS SOLD, THE
              FUND INTENDS TO SELECT FOR SALE THE SHARE LOTS
              RESULTING IN THE MOST FAVORABLE TAX TREATMENT,
              GENERALLY THOSE WITH HOLDING PERIODS SUFFICIENT TO
              QUALIFY FOR LONG-TERM CAPITAL GAINS TREATMENT THAT
              HAVE THE HIGHEST COST BASIS.

              THE FUND INTENDS TO EMPHASIZE INVESTMENTS IN STOCKS
              THAT PAY DIVIDENDS THAT QUALIFY FOR FEDERAL INCOME
              TAXATION AT RATES APPLICABLE TO LONG-TERM CAPITAL
              GAINS. UNDER FEDERAL INCOME TAX LAW ENACTED IN 2003,
              THE QUALIFIED DIVIDEND INCOME OF INDIVIDUALS AND
              OTHER NONCORPORATE TAXPAYERS IS TAXED AT LONG-TERM
              CAPITAL GAIN TAX RATES IF CERTAIN HOLDING PERIOD AND
              OTHER REQUIREMENTS ARE MET. QUALIFIED DIVIDENDS ARE
              DIVIDENDS FROM DOMESTIC CORPORATIONS AND DIVIDENDS
              FROM FOREIGN CORPORATIONS THAT MEET CERTAIN
              SPECIFIED CRITERIA. THE FUND GENERALLY CAN PASS THE
              TAX TREATMENT OF QUALIFIED DIVIDEND INCOME IT
              RECEIVES THROUGH TO COMMON SHAREHOLDERS. FOR
              DIVIDENDS THE FUND RECEIVES TO QUALIFY FOR
              TAX-ADVANTAGED TREATMENT, THE FUND MUST HOLD STOCK
              PAYING QUALIFIED DIVIDENDS FOR MORE THAN 60 DAYS
              DURING THE 121-DAY PERIOD BEGINNING 60 DAYS BEFORE
              THE EX-DIVIDEND DATE (OR MORE THAN 90 DAYS DURING
              THE ASSOCIATED 181-DAY PERIOD, IN THE CASE OF
              CERTAIN PREFERRED STOCKS). IN ADDITION, THE FUND
              CANNOT BE OBLIGATED TO MAKE RELATED PAYMENTS
              (PURSUANT TO A SHORT SALE OR OTHERWISE) WITH RESPECT
              TO POSITIONS IN ANY SECURITY THAT IS SUBSTANTIALLY
              SIMILAR OR RELATED PROPERTY WITH RESPECT TO SUCH
              STOCK. SIMILAR PROVISIONS APPLY TO EACH COMMON
              SHAREHOLDER'S INVESTMENT IN THE FUND. IN ORDER FOR
              QUALIFIED DIVIDEND INCOME PAID BY THE FUND TO A
              COMMON SHAREHOLDER TO BE TAXABLE AT LONG-TERM
              CAPITAL GAINS RATES, THE COMMON SHAREHOLDER MUST
              HOLD HIS OR HER FUND SHARES FOR MORE THAN 60 DAYS
              DURING THE 121-DAY PERIOD SURROUNDING THE
              EX-DIVIDEND DATE. THE PROVISIONS OF THE CODE
              APPLICABLE TO QUALIFIED DIVIDEND INCOME ARE
              EFFECTIVE THROUGH 2010. THEREAFTER, QUALIFIED
              DIVIDEND INCOME WILL BE SUBJECT TO TAX AT ORDINARY
              INCOME RATES UNLESS FURTHER LEGISLATIVE ACTION IS
              TAKEN. THE FUND'S INVESTMENT PROGRAM AND THE TAX
              TREATMENT OF FUND DISTRIBUTIONS MAY BE AFFECTED BY
              IRS INTERPRETATIONS OF THE CODE AND FUTURE CHANGES
              IN TAX LAWS AND REGULATIONS, INCLUDING CHANGES
              RESULTING FROM THE "SUNSET" PROVISIONS DESCRIBED
              ABOVE THAT WOULD HAVE THE EFFECT OF REPEALING THE
              FAVORABLE TREATMENT OF QUALIFIED DIVIDEND INCOME AND
              REIMPOSING THE HIGHER TAX RATES APPLICABLE TO
              ORDINARY INCOME IN 2011 UNLESS FURTHER LEGISLATIVE
              ACTION IS TAKEN.


                                8
<PAGE>


              THE FUND WILL SEEK TO ENHANCE THE LEVEL OF
              TAX-ADVANTAGED DIVIDEND INCOME IT RECEIVES BY
              ENGAGING IN DIVIDEND CAPTURE TRADING. IN A DIVIDEND
              CAPTURE TRADE, THE FUND SELLS A STOCK ON OR SHORTLY
              AFTER THE STOCK'S EX-DIVIDEND DATE AND USES THE SALE
              PROCEEDS TO PURCHASE ONE OR MORE OTHER STOCKS THAT
              ARE EXPECTED TO PAY DIVIDENDS BEFORE THE NEXT
              DIVIDEND PAYMENT ON THE STOCK BEING SOLD. THROUGH
              THIS PRACTICE, THE FUND MAY RECEIVE MORE DIVIDEND
              PAYMENTS OVER A GIVEN TIME PERIOD THAN IF IT HELD A
              SINGLE STOCK. IN ORDER FOR DIVIDENDS RECEIVED BY THE
              FUND TO QUALIFY FOR FAVORABLE TAX TREATMENT, THE
              FUND MUST COMPLY WITH THE HOLDING PERIOD AND OTHER
              REQUIREMENTS SET FORTH IN THE PRECEDING PARAGRAPH.
              BY COMPLYING WITH APPLICABLE HOLDING PERIOD AND
              OTHER REQUIREMENTS WHILE ENGAGING IN DIVIDEND
              CAPTURE TRADING, THE FUND MAY BE ABLE TO ENHANCE THE
              LEVEL OF TAX-ADVANTAGED DIVIDEND INCOME IT RECEIVES
              BECAUSE IT WILL RECEIVE MORE DIVIDEND PAYMENTS
              QUALIFYING FOR FAVORABLE TREATMENT DURING THE SAME
              TIME PERIOD THAN IF IT SIMPLY HELD ITS PORTFOLIO
              STOCKS. THE USE OF DIVIDEND CAPTURE TRADING
              STRATEGIES WILL EXPOSE THE FUND TO INCREASED TRADING
              COSTS AND POTENTIALLY HIGHER SHORT-TERM GAIN OR
              LOSS.

              OPTIONS ON BROAD-BASED EQUITY INDICES THAT TRADE ON
              A NATIONAL SECURITIES EXCHANGE REGISTERED WITH THE
              SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR A
              DOMESTIC BOARD OF TRADE DESIGNATED AS A CONTRACT
              MARKET BY THE COMMODITY FUTURES TRADING COMMISSION
              GENERALLY WILL QUALIFY FOR TREATMENT AS "SECTION
              1256 CONTRACTS." OPTIONS ON BROAD-BASED EQUITY
              INDICES THAT TRADE ON OTHER EXCHANGES, BOARDS OF
              TRADE OR MARKETS DESIGNATED BY THE UNITED STATES
              SECRETARY OF TREASURY ALSO QUALIFY FOR TREATMENT AS
              "SECTION 1256 CONTRACTS." BECAUSE ONLY A SMALL
              NUMBER OF EXCHANGES, BOARDS AND MARKETS OUTSIDE THE
              UNITED STATES HAVE TO DATE RECEIVED THE NECESSARY
              DESIGNATION, MOST FOREIGN-TRADED STOCK INDEX OPTIONS
              DO NOT CURRENTLY QUALIFY FOR TREATMENT AS "SECTION
              1256 CONTRACTS." TO THE EXTENT THAT THE FUND WRITES
              OPTIONS ON INDICES BASED UPON FOREIGN STOCKS, THE
              FUND GENERALLY INTENDS TO SELL OPTIONS ON
              BROAD-BASED FOREIGN COUNTRY AND/OR REGIONAL STOCK
              INDICES THAT ARE LISTED FOR TRADING IN THE UNITED
              STATES OR WHICH OTHERWISE QUALIFY AS "SECTION 1256
              CONTRACTS." OPTIONS ON FOREIGN INDICES THAT ARE
              LISTED FOR TRADING IN THE UNITED STATES OR WHICH
              OTHERWISE QUALIFY AS "SECTION 1256 CONTRACTS" MAY
              TRADE IN SUBSTANTIALLY LOWER VOLUMES AND WITH
              SUBSTANTIALLY WIDER BID-ASK SPREADS THAN OTHER
              OPTIONS CONTRACTS ON THE SAME OR SIMILAR INDICES
              THAT TRADE ON OTHER MARKETS OUTSIDE THE UNITED
              STATES. TO IMPLEMENT ITS OPTIONS PROGRAM MOST
              EFFECTIVELY, THE FUND MAY SELL INDEX OPTIONS THAT DO
              NOT QUALIFY AS "SECTION 1256 CONTRACTS." GAIN OR
              LOSS ON INDEX OPTIONS NOT QUALIFYING AS "SECTION
              1256 CONTRACTS" WOULD BE REALIZED UPON DISPOSITION,


                                9
<PAGE>


              LAPSE OR SETTLEMENT OF THE POSITIONS, AND WOULD BE
              TREATED AS SHORT-TERM GAIN OR LOSS.

              TO SEEK TO PROTECT AGAINST PRICE DECLINES IN
              SECURITIES HOLDINGS WITH LARGE ACCUMULATED GAINS,
              THE FUND MAY USE VARIOUS HEDGING TECHNIQUES (SUCH AS
              THE SALE OF FUTURES CONTRACTS ON STOCKS AND STOCK
              INDICES AND OPTIONS THEREON, EQUITY SWAPS, COVERED
              SHORT SALES, AND FORWARD SALES OF STOCKS). BY USING
              THESE TECHNIQUES RATHER THAN SELLING APPRECIATED
              SECURITIES, THE FUND CAN, WITHIN CERTAIN
              LIMITATIONS, REDUCE ITS EXPOSURE TO PRICE DECLINES
              IN THE SECURITIES WITHOUT CURRENTLY REALIZING
              SUBSTANTIAL CAPITAL GAINS UNDER CURRENT FEDERAL TAX
              LAW. DERIVATIVE INSTRUMENTS MAY ALSO BE USED BY THE
              FUND TO ENHANCE RETURNS OR AS A SUBSTITUTE FOR THE
              PURCHASE OR SALE OF SECURITIES. AS A GENERAL MATTER,
              DIVIDENDS RECEIVED ON HEDGED STOCK POSITIONS ARE
              CHARACTERIZED AS ORDINARY INCOME AND ARE NOT
              ELIGIBLE FOR FAVORABLE TAX TREATMENT. DIVIDENDS
              RECEIVED ON SECURITIES WITH RESPECT TO WHICH THE
              FUND IS OBLIGATED TO MAKE RELATED PAYMENTS (PURSUANT
              TO SHORT SALES OR OTHERWISE) WILL BE TREATED AS
              FULLY TAXABLE ORDINARY INCOME (I.E., INCOME OTHER
              THAN TAX-ADVANTAGED QUALIFIED DIVIDEND INCOME). IN
              ADDITION, USE OF DERIVATIVES MAY GIVE RISE TO
              SHORT-TERM CAPITAL GAINS AND OTHER INCOME THAT WOULD
              NOT QUALIFY FOR FAVORABLE TAX TREATMENT. AS
              INDICATED ABOVE, IN ADDITION TO WRITING INDEX CALL
              OPTIONS, THE FUND MAY INVEST UP TO 20% OF ITS TOTAL
              ASSETS IN DERIVATIVE INSTRUMENTS ACQUIRED FOR
              HEDGING, RISK MANAGEMENT AND INVESTMENT PURPOSES (TO
              GAIN EXPOSURE TO SECURITIES, SECURITIES MARKETS,
              MARKETS INDICES AND/OR CURRENCIES CONSISTENT WITH
              ITS INVESTMENT OBJECTIVES AND POLICIES), PROVIDED
              THAT NO MORE THAN 10% OF THE FUND'S TOTAL ASSETS MAY
              BE INVESTED IN SUCH DERIVATIVE INSTRUMENTS ACQUIRED
              FOR NON-HEDGING PURPOSES. THE LOSS ON DERIVATIVE
              INSTRUMENTS (OTHER THAN PURCHASED OPTIONS) MAY
              SUBSTANTIALLY EXCEED AN INVESTMENT IN THESE
              INSTRUMENTS."

COMMENT 17: Please confirm that the Fund has no intention to use leverage within
the first 12 months after this registration statement becomes effective.

RESPONSE 17: Supplementally, the Fund confirms that it has no intention to use
leverage during the 12 month period after its registration statement becomes
effective. The Fund notes in this regard that the prospectus states in several
places that the Fund has no current intention of using leverage.

COMMENT 18: The disclosure indicates the Fund's annual turnover rate may exceed
100%. If the Fund believes the turnover rate will likely exceed 100%, please
disclose this.

RESPONSE 18: In response to the Staff's comment this sentence has been revised
as follows in Pre-Effective Amendment No. 1. Conforming changes have been made
in each place in which this sentence appears.


                                       10
<PAGE>


              "ON AN OVERALL BASIS, THE FUND EXPECTS THAT ITS
              ANNUAL TURNOVER RATE WILL EXCEED 100%."

ILLIQUID SECURITIES

COMMENT 19: Please disclose the likely percentage range of the Fund's
investments in illiquid securities.

RESPONSE 19: The Fund notes that the Staff made a substantially identical
comment in connection with the recent offerings of the Eaton Vance Tax-Managed
Buy-Write Income Fund and Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund. Similar to those cases, the Fund directs the Staff's attention to the
first sentence under the heading "Special Risk Considerations--Liquidity Risk"
in the summary and in the body of the prospectus under the headings "Investment
Objectives, Policies and Risks--Additional Investment Practices--Illiquid
Securities" and "Investment Objectives, Policies and Risks--Additional
Investment Practices--Risk Considerations--Liquidity Risk" which reads: "THE
FUND MAY INVEST UP TO 15% OF ITS TOTAL ASSETS IN SECURITIES FOR WHICH THERE IS
NO READILY AVAILABLE TRADING MARKET OR THAT ARE OTHERWISE ILLIQUID." As in the
case of Eaton Vance Tax-Managed Buy-Write Income Fund and Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund, the Fund believes that this
statement adequately addresses the Staff's comment. The Fund does not believe it
is in a position to accurately predict what more precise amount may be invested
in illiquid securities at any particular point in time and is not aware of any
requirement under Form N-2 or applicable Staff guidance to provide such a
precise estimate in addition to a maximum limit on such investments.

THE ADVISER

COMMENT 20: Please provide the necessary disclosure for the other Eaton Vance
investment professionals who comprise the team responsible for managing the
Fund's investment program. If the team is greater than five in number, you may
limit the disclosure to the five team members most involved in managing the
Fund's investment program.

RESPONSE 20: As disclosed in the initial registration statement filing, the two
portfolio managers from Eaton Vance are Walter A. Row and Michael A. Allison.
Any other supporting Staff members are not considered portfolio managers. In
response to the Staff's comments the Fund has amended the disclosure as follows:

              "WALTER A. ROW AND MICHAEL A. ALLISON ARE THE FUND'S
              PORTFOLIO MANAGERS AND TOGETHER ARE RESPONSIBLE FOR
              MANAGING THE FUND'S OVERALL INVESTMENT PROGRAM,
              STRUCTURING AND MANAGING THE FUND'S COMMON STOCK
              PORTFOLIO, PROVIDING CONSULTATION TO THE SUB-ADVISER
              AND SUPERVISING THE PERFORMANCE OF THE SUB-ADVISER."

UNDERWRITING

COMMENT 21: The disclosure indicates the Fund has agreed not to offer, sell or
register any additional equity securities, other than common shares, for 180
days after the date of the underwriting agreement without the prior written
consent of the Representatives. Please advise us in your response letter whether
the Fund's Board considered this to be in shareholders' best interest and, if
so, why.


                                       11
<PAGE>


RESPONSE 21: The Fund notes that the Staff has made substantially identical
comments in connection with other recent offerings of Eaton Vance closed-end
funds. As in those cases, the Fund's Board considered this term of the
underwriting arrangements in the context of its approval of the entire
underwriting agreement. It determined that the overall arrangement was
acceptable and in the best interest of the Fund. Although the Board did not make
a specific finding that the particular term noted was in shareholder's best
interest, we note, however, that such provisions are present in nearly all
underwriting agreements for closed-end funds. The purpose of such a provision is
to protect the interests of shareholders purchasing shares in the initial
offering and during the early period of the development of the secondary market
for such shares. In particular, the provision provides some assurance to
shareholders purchasing in the initial offering based upon the prospectus that a
sufficient period of time will be permitted for a market to develop and mature
before the Fund takes an action that potentially could dilute the value of
outstanding shares and/or potentially otherwise disrupt the optimal development
and functioning of the market for such shares.

COMMENT 22: Did the Fund's Board consider the fee arrangement between the
Adviser and qualifying underwriters when approving the Advisory Agreement?
Please indicate what services are provided pursuant to a fee agreement. Clarify
whether the services are for distribution and therefore subject to the NASD
sales load cap. Please file the agreement as an exhibit to the registration
statement.

RESPONSE 22:The Fund notes that this comment is substantially identical to that
made in connection with the recent offerings of Eaton Vance Tax-Managed
Buy-Write Opportunities Fund, Eaton Vance Tax-Managed Buy-Write Income Fund,
Eaton Vance Enhanced Equity Income Fund, and Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund. As in those cases, the Fund confirms that its
Board did consider all fee arrangements between Eaton Vance Management, as the
adviser, and any eligible underwriters in approving the Advisory Agreement.

         The lead underwriter for the offering, Wachovia Securities, will be
paid additional compensation in the form of a one time structuring fee payment
from Eaton Vance Management and not from the Fund. Other qualifying underwriters
may receive from Eaton Vance Management (and not from the Fund) structuring or
additional compensation fees. Any such underwriter compensation from Eaton Vance
Management is distribution related and underwriters receiving such compensation
do not provide non-distribution related services. This disclosure when finalized
will contain statements of the total percentages and limits on such
compensation. It is not possible to fully calculate and include this information
in advance of pricing since the number and names of qualifying underwriters will
not be known until that time. The Fund confirms, consistent with the above cited
disclosures, that the compensation provided to Wachovia Securities pursuant to
the Structuring Fee Agreement and to any qualifying underwriters pursuant to
structuring fee or additional compensation agreements are subject to the NASD's
sales load cap and in that respect will not exceed such cap imposed.

         The Structuring Fee Agreement with Wachovia Securities and any other
structuring fee and/or additional compensation agreements will be filed as
Exhibits in Pre-Effective Amendment.

COMMENT 23: Please advise whether the NASD has reviewed and approved the terms
of the underwriting agreement.


                                       12
<PAGE>


RESPONSE 23: The Fund confirms that the NASD is reviewing the terms of the
underwriting agreement and the Fund expects the NASD to provide final approval
of such agreement prior to effectiveness of the Registration Statement.

COMMENT 24: Please include the additional compensation paid to the underwriters
by Eaton Vance in the table on the front cover of the prospectus.

RESPONSE 24: In response to the Staff's comment, the Fund notes that such
compensation is not payable by the Fund or its common shareholders. Rather it is
paid entirely by Eaton Vance. Accordingly, the Fund does not believe that
compensation figures should or can properly be reflected in a table designed to
show offering expenses borne by common shareholders and the net proceeds to the
Fund. However, in response to the Staff's comment information concerning
additional underwriter compensation set forth has been added as a new footnote 3
to the table on the front cover of the prospectus:

              "EATON VANCE (NOT THE FUND) HAS AGREED TO PAY FROM
              ITS OWN ASSETS A STRUCTURING FEE TO EACH OF WACHOVIA
              CAPITAL MARKETS, LLC, [ ] AND [ ]. [EATON VANCE (NOT
              THE FUND) MAY PAY CERTAIN QUALIFYING UNDERWRITERS A
              MARKETING AND STRUCTURING FEE, ADDITIONAL
              COMPENSATION, OR A SALES INCENTIVE FEE IN CONNECTION
              WITH THE OFFERING. SEE "UNDERWRITING." EATON VANCE
              (NOT THE FUND) WILL PAY FOR SERVICES PROVIDED
              PURSUANT TO AN AGREEMENT BETWEEN AND EATON VANCE AND
              ANY QUALIFYING UNDERWRITER.] SEE "UNDERWRITING." THE
              TOTAL COMPENSATION RECEIVED BY THE UNDERWRITERS WILL
              NOT EXCEED 9.0% OF THE TOTAL PUBLIC OFFERING PRICE
              OF THE COMMON SHARES OFFERED."

CLOSING

COMMENT 25: We note that portions of the filing are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any pre-effective amendments.
Please note that comments we give in one section apply to other sections in the
filing that contain the same or similar disclosure.

RESPONSE 25: The Fund understands this comment. All responses to your comments
are provided herein and detailed in the enclosed marked portions of the
Registration Statement.

COMMENT 26: Please advise us if you have submitted or expect to submit an
exemptive application (in addition to the Section 19 application the Fund has
already filed) or no-action request in connection with your registration
statement.

RESPONSE 26: As noted in the Staff's comment, in September of 2003, Eaton Vance
Qualified Dividend Income Fund filed an application for an exemptive order that
would permit it and other thereinafter created Eaton Vance closed-end funds to
include long-term capital gains in distributions to shareholders more frequently
than otherwise permitted by Section 19(b) of the Investment Company Act of 1940
and the rules thereunder. The Fund may rely on such exemptive relief if granted
and it is expected that if action is taken on the exemptive application it will
be amended to add the Fund and other subsequently created Eaton Vance closed-end
funds as parties. The Fund will not engage in such a distribution policy prior
to obtaining the requisite


                                       13
<PAGE>


exemptive relief and such relief is not necessary for the Fund to conduct its
operations as contemplated by the Registration Statement.

At this time, the Fund does not expect to submit any exemptive application in
addition to the Section 19 application filed by Eaton Vance Qualified Dividend
Income Fund nor does the Fund intend to file a No-Action Letter request in
connection with this offering.

COMMENT 27: Please inform the Staff of the information the Fund proposes to omit
from the final pre-effective amendment pursuant to Rule 430A under the
Securities Act.

RESPONSE 27: The Fund has only omitted certain pricing information from
Pre-Effective Amendment No. 2. This includes the total number of shares sold,
the total proceeds of the offering, the total sales loads paid and the
allocation of shares sold among the several underwriters. This information has
been omitted, as it was not known at the time of filing. Per standard
underwriting procedures, definitive "sizing" of the offering will take place
within a day or two of the date the Registration Statement is declared
effective. The Fund intends to file pursuant to Rule 497(h) a definitive
prospectus and SAI containing any omitted information in compliance with the
requirements of Rule 430A.

COMMENT 28: Response to this letter should be in the form of a pre-effective
amendment filed pursuant to Rule 472 under the Securities Act. Where no change
will be made in the filing in response to a comment, please indicate this fact
in a supplemental letter and briefly state the basis for your position.

RESPONSE 28: The Fund understands this comment and transmits electronically with
this letter the Pre-Effective Amendment No. 2 to the Fund's Registration
Statement. Where no change was made in response to a comment, the Fund indicated
this fact and stated the basis for its position in this letter.

COMMENT 29: We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the Staff to be certain
that they have provided all information investors require for an informed
decision. Since the Fund and its management are in possession of all facts to
the Fund's disclosure, they are responsible for the accuracy and adequacy of
disclosures they have made.

RESPONSE 29: The Fund understands this comment. The Fund is making every effort
to provide the information investors require for an informed decision.
Furthermore, the Fund understands that it is responsible for the accuracy and
adequacy of such disclosures.

DECLARATION OF EFFECTIVENESS

         In connection with the Fund's and the underwriter's request for
acceleration of effectiveness of the Registration Statement included in
Pre-Effective Amendment No. 2, the Fund will acknowledge in such request that:

1. Should the Commission or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;


                                       14
<PAGE>


2. The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Fund from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

3. The Fund may not assert the Staff's acceleration of effectiveness as defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

         Furthermore, the Fund is aware that the Division of Enforcement has
access to all information provided to the Staff of the Division of Investment
Management in connection with its review of and the Fund's comments on this and
other filings made with respect to the Registration Statement.


ADDITIONAL ORAL COMMENTS RECEIVED ON 11/03/06 FROM MR. DI STEFANO

ORAL COMMENT 1A: With respect to the response to Comment 5 above, please clarify
what other investments may constitute positions in a straddle.

RESPONSE 1A: The Fund notes that there is extensive discussion of straddles (as
set forth in response 2A below) and how the Fund intends to invest with respect
to the straddle rules set forth under the heading "Federal Income Tax Matters."
The Fund will add a cross-reference to the tax section in each place this
disclosure appears. Supplementally, the Fund notes that the subject disclosure
alerts shareholders that while the adviser will attempt to avoid triggering the
straddle rules with respect to its index call option transactions as set forth
in the response to Comment 5 above there may be instances in which the straddle
rules are triggered incidentally by certain other investment techniques used by
the Adviser such as swaps and futures transactions among others. We do not
believe additional disclosure is necessary in this section given the extensive
coverage it receives in the section "Federal Income Tax Matters."

ORAL COMMENT 2A: With respect to the response to Comment 5 above,
supplementally, is there a discussion of what the straddle rules are including a
citation to such rules in the registration statement?

RESPONSE 2A: Supplementally, we note that there is extensive disclosure in the
prospectus under the heading "Federal Income Tax Matters" which discusses in
detail straddles. This disclosure is set forth below. We have added in response
to your comment a specific reference to the tax code section that governs
straddles (see underlined text).

              THE CODE SECTION 1092 CONTAINS SPECIAL RULES THAT
              APPLY TO "STRADDLES," DEFINED GENERALLY AS THE
              HOLDING OF "OFFSETTING POSITIONS WITH RESPECT TO
              PERSONAL PROPERTY." FOR EXAMPLE, THE STRADDLE RULES
              NORMALLY APPLY WHEN A TAXPAYER HOLDS STOCK AND AN
              OFFSETTING OPTION WITH RESPECT TO SUCH STOCK OR
              SUBSTANTIALLY IDENTICAL STOCK OR SECURITIES. IN
              GENERAL, INVESTMENT POSITIONS WILL BE OFFSETTING IF
              THERE IS A SUBSTANTIAL DIMINUTION IN THE RISK OF
              LOSS FROM HOLDING ONE POSITION BY REASON OF HOLDING
              ONE OR MORE OTHER POSITIONS. THE FUND EXPECTS THAT
              THE INDEX CALL OPTIONS IT WRITES WILL NOT BE
              CONSIDERED STRADDLES FOR THIS PURPOSE BECAUSE THE
              FUND'S PORTFOLIO OF COMMON STOCKS WILL BE
              SUFFICIENTLY DISSIMILAR


                                15
<PAGE>


              FROM THE COMPONENTS OF EACH INDEX ON WHICH IT HAS
              OUTSTANDING OPTIONS POSITIONS UNDER APPLICABLE
              GUIDANCE ESTABLISHED BY THE IRS. UNDER CERTAIN
              CIRCUMSTANCES, HOWEVER, THE FUND MAY ENTER INTO
              OPTIONS TRANSACTIONS OR CERTAIN OTHER INVESTMENTS
              THAT MAY CONSTITUTE POSITIONS IN A STRADDLE. IF TWO
              OR MORE POSITIONS CONSTITUTE A STRADDLE, RECOGNITION
              OF A REALIZED LOSS FROM ONE POSITION MUST GENERALLY
              BE DEFERRED TO THE EXTENT OF UNRECOGNIZED GAIN IN AN
              OFFSETTING POSITION. IN ADDITION, LONG-TERM CAPITAL
              GAIN MAY BE RECHARACTERIZED AS SHORT-TERM CAPITAL
              GAIN, OR SHORT-TERM CAPITAL LOSS AS LONG-TERM
              CAPITAL LOSS. INTEREST AND OTHER CARRYING CHARGES
              ALLOCABLE TO PERSONAL PROPERTY THAT IS PART OF A
              STRADDLE ARE NOT CURRENTLY DEDUCTIBLE BUT MUST
              INSTEAD BE CAPITALIZED. SIMILARLY, "WASH SALE" RULES
              APPLY TO PREVENT THE RECOGNITION OF LOSS BY THE FUND
              FROM THE DISPOSITION OF STOCK OR SECURITIES AT A
              LOSS IN A CASE IN WHICH IDENTICAL OR SUBSTANTIALLY
              IDENTICAL STOCK OR SECURITIES (OR AN OPTION TO
              ACQUIRE SUCH PROPERTY) IS OR HAS BEEN ACQUIRED
              WITHIN A PRESCRIBED PERIOD.

              THE CODE ALLOWS A TAXPAYER TO ELECT TO OFFSET GAINS
              AND LOSSES FROM POSITIONS THAT ARE PART OF A "MIXED
              STRADDLE." A "MIXED STRADDLE" IS ANY STRADDLE IN
              WHICH ONE OR MORE BUT NOT ALL POSITIONS ARE "SECTION
              1256 CONTRACTS." THE FUND MAY BE ELIGIBLE TO ELECT
              TO ESTABLISH ONE OR MORE MIXED STRADDLE ACCOUNTS FOR
              CERTAIN OF ITS MIXED STRADDLE TRADING POSITIONS. THE
              MIXED STRADDLE ACCOUNT RULES REQUIRE A DAILY
              "MARKING TO MARKET" OF ALL OPEN POSITIONS IN THE
              ACCOUNT AND A DAILY NETTING OF GAINS AND LOSSES FROM
              ALL POSITIONS IN THE ACCOUNT. AT THE END OF A
              TAXABLE YEAR, THE ANNUAL NET GAINS OR LOSSES FROM
              THE MIXED STRADDLE ACCOUNT ARE RECOGNIZED FOR TAX
              PURPOSES. THE NET CAPITAL GAIN OR LOSS IS TREATED AS
              60% LONG-TERM AND 40% SHORT-TERM CAPITAL GAIN OR
              LOSS IF ATTRIBUTABLE TO THE "SECTION 1256 CONTRACT"
              POSITIONS, OR ALL SHORT-TERM CAPITAL GAIN OR LOSS IF
              ATTRIBUTABLE TO THE NON-SECTION 1256 CONTRACT
              POSITIONS.

ORAL COMMENT 3A: With respect to comment 7 above, please affirmatively disclose
that the Adviser does not have an opinion of tax counsel for this specific fund.

RESPONSE 3A: The Adviser has not received an opinion of counsel specifically
related to the Fund we note however our response to Comment 7 above. The Fund
will include the following disclosure in Pre-Effective Amendment No. 2 in
response to the Staff's comment as new last sentences under the heading "Federal
Income Tax Matters":

              THE FUND HAS NOT RECEIVED A FORMAL OPINION OF TAX
              COUNSEL. HOWEVER, THE ADVISER PREVIOUSLY RECEIVED AN
              OPINION FROM SPECIAL TAX COUNSEL WITH RESPECT TO
              CERTAIN TAX MATTERS PRESENTED BY THE FUND IN
              CONNECTION WITH THE OFFERING OF ANOTHER SIMILAR
              CLOSED-END FUND MANAGED BY THE ADVISER AND HAS BEEN
              INFORMED BY SUCH COUNSEL THAT THERE HAVE NOT BEEN
              INTERVENING CHANGES IN THE LAW RELATING TO THESE
              MATTERS.


                                       16
<PAGE>


                                      * * *

The Fund and the Underwriters have filed herein a formal request for
acceleration for effectiveness and we will be in contact with you regarding this
request. We believe that this submission fully responds to your comments. As
indicated above, I will call you shortly to discuss any remaining concerns so
that they may be addressed on a timely basis to enable the Fund's Registration
Statement to be declared effective Monday November 27, 2006 at 10:00 a.m. Please
feel free to call me at any time at 617-261-3246. In my absence, please address
any question or concerns to Mark Goshko at 617-261-3163.

         As always, your cooperation is most appreciated.

                                                             Sincerely,

                                                             /s/Clair E. Pagnano
                                                             -------------------
                                                             Clair E. Pagnano

Enclosures

cc:  Richard Pfordte
           Securities and Exchange Commission, Division of Investment Management
        Frederick Marius
           Eaton Vance Management
        Mark P. Goshko
           Kirkpatrick & Lockhart Nicholson Graham LLP


                                       17

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
