<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>3
<FILENAME>etyitem77d1031.txt
<DESCRIPTION>ITEM 77D
<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 "Endnotes and
Additional Disclosures" in in a press release
dated October 28, 2015 and are incorporated
herein by reference.
</TEXT>
</DOCUMENT>
