<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>item77d.txt
<DESCRIPTION>OTHER EXHIBIT
<TEXT>
Response to Item 77D

Eaton Vance Tax-Managed Diversified
Equity Income Fund (ETY)
Material changes to the investment policies of
the Fund are described in the "Notes to
Financial Statements" in the annual report to
shareholders dated October 31, 2012 and are
incorporated herein by reference.

</TEXT>
</DOCUMENT>
