Eaton Vance Tax-Managed Diversified Equity Income Fund

N-CSRS 1 d174116dncsrs.htm EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND Eaton Vance Tax-Managed Diversified Equity Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21832

Eaton Vance Tax-Managed Diversified Equity Income Fund

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

October 31

Date of Fiscal Year End

April 30, 2021

Date of Reporting Period

Item 1.

Reports to Stockholders

LOGO

Eaton Vance

Tax-Managed Diversified Equity Income Fund (ETY)

Semiannual Report

April 30, 2021

LOGO

Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.

Managed Distribution Plan. Pursuant to an exemptive order issued by the Securities and Exchange Commission (Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share.

The Fund currently distributes monthly cash distributions equal to $0.0843 per share in accordance with the MDP. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP.

The Fund may distribute more than its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes. The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each calendar year.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Semiannual Report April 30, 2021

Eaton Vance

Tax-Managed Diversified Equity Income Fund


Table of Contents
Performance			2
Fund Profile			2
Endnotes and Additional Disclosures			3
Financial Statements			4
Joint Special Meeting of Shareholders			16
Board of Trustees’ Contract Approval			17
Officers and Trustees			22
Privacy Notice			23
Important Notices			25

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Performance¹

Portfolio Managers Michael A. Allison, CFA and G.R. Nelson


% Average Annual Total Returns	Inception Date		Six Months			One Year			Five Years			Ten Years

Fund at NAV		11/30/2006		21.85	%		35.84	%		13.44	%		10.69	%
Fund at Market Price		—		34.78			40.65			14.97			11.82



S&P 500^® Index		—		28.85	%		45.98	%		17.41	%		14.16	%
Cboe S&P 500 BuyWrite Index^SM		—		18.97			27.36			6.74			6.44

% Premium/Discount to NAV²

													–1.40	%

Distributions³

Total Distributions per share for the period												$	0.506
Distribution Rate at NAV													7.45	%
Distribution Rate at Market Price													7.55

Fund Profile

Sector Allocation (% of total investments)⁴

LOGO

Top 10 Holdings (% of total investments)⁴


Microsoft Corp.	6.9	%

Apple, Inc.	6.1

Amazon.com, Inc.	5.5

Alphabet, Inc., Class C	4.7

JPMorgan Chase & Co.	2.8

Visa, Inc., Class A	2.5

UnitedHealth Group, Inc.	2.4

Bank of America Corp.	2.3

Eaton Corp. PLC	2.2

Walt Disney Co. (The)	2.2

Total	37.6	%

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated net of management fees and other expenses by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested in accordance with the Fund’s Dividend Reinvestment Plan. Performance at market price will differ from performance at NAV due to variations in the Fund’s market price versus NAV, which may reflect factors such as fluctuations in supply and demand for Fund shares, changes in Fund distributions, shifting market expectations for the Fund’s future returns and distribution rates, and other considerations affecting the trading prices of closed-end funds. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.


		2

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Endnotes and Additional Disclosures

S&P 500^® Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. S&P Dow Jones Indices are a product of S&P Dow Jones Indices LLC (“S&P DJI”) and have been licensed for use. S&P^® and S&P 500^® are registered trademarks of S&P DJI; Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P DJI, Dow Jones and their respective affiliates do not sponsor, endorse, sell or promote the Fund, will not have any liability with respect thereto and do not have any liability for any errors, omissions, or interruptions of the S&P Dow Jones Indices. Cboe S&P 500 BuyWrite Index^SM measures the performance of a hypothetical buy-write strategy on the S&P 500^® Index. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

The shares of the Fund often trade at a discount or premium to their net asset value. The discount or premium may vary over time and may be higher or lower than what is quoted in this report. For up-to-date premium/discount information, please refer to https://funds.eatonvance.com/closed-end-fund-prices.php.

The Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as qualified and non-qualified ordinary dividends, capital gains and nondividend distributions, also known as return of capital. As of 4/30/2021, distributions included estimates of return of capital. For additional information about nondividend distributions, please refer to Eaton Vance Closed-End Fund Distribution Notices (19a) posted on our website, eatonvance.com. The Fund will determine the federal income tax character of distributions paid to a shareholder after the end of the calendar year. This is reported on the IRS form 1099-DIV and provided to the shareholder shortly after each year-end. For information about the tax character of distributions made in prior calendar years, please refer to Performance-Tax Character of Distributions on the Fund’s webpage available at eatonvance.com. In recent years, a significant portion of the Fund’s distributions has been characterized as a return of capital. The Fund’s distributions are determined by the investment adviser based on its current assessment of the Fund’s long-term return potential. Fund distributions may be affected by numerous factors including changes in Fund performance, the cost of financing for leverage, portfolio holdings, realized and projected returns, and other factors. As portfolio and market conditions change, the rate of distributions paid by the Fund could change.

⁴	Depictions do not reflect the Fund’s option positions. Excludes cash and cash equivalents.

Fund profile subject to change due to active management.

Important Notice to Shareholders

Effective July 1, 2021, G.R. Nelson will be the sole portfolio manager of the Fund.


		3

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Portfolio of Investments (Unaudited)


Common Stocks — 100.5%
Security	Shares		Value

Aerospace & Defense — 0.8%

Huntington Ingalls Industries, Inc.		76,265	$	16,192,585

			$	16,192,585

Automobiles — 1.7%

General Motors Co.		434,371	$	24,854,709

Tesla, Inc.⁽¹⁾		14,601		10,358,533

			$	35,213,242

Banks — 6.9%

Bank of America Corp.⁽²⁾		1,164,404	$	47,193,294

JPMorgan Chase & Co.⁽²⁾		383,268		58,950,451

Wells Fargo & Co.⁽²⁾		792,087		35,683,520

			$	141,827,265

Beverages — 2.1%

Constellation Brands, Inc., Class A		87,605	$	21,053,234

PepsiCo, Inc.		153,308		22,100,881

			$	43,154,115

Biotechnology — 1.2%

Vertex Pharmaceuticals, Inc.⁽¹⁾⁽²⁾		109,506	$	23,894,209

			$	23,894,209

Building Products — 1.1%

Johnson Controls International PLC		368,668	$	22,982,763

			$	22,982,763

Capital Markets — 2.5%

Charles Schwab Corp. (The)		251,862	$	17,731,085

Goldman Sachs Group, Inc. (The)⁽²⁾		98,555		34,341,490

			$	52,072,575

Diversified Telecommunication Services — 2.0%

Verizon Communications, Inc.⁽²⁾		700,833	$	40,501,139

			$	40,501,139

Electric Utilities — 1.2%

NextEra Energy, Inc.⁽²⁾		313,915	$	24,331,552

			$	24,331,552


Security	Shares		Value

Electrical Equipment — 2.2%

Eaton Corp. PLC⁽²⁾		324,866	$	46,433,097

			$	46,433,097

Entertainment — 4.9%

Live Nation Entertainment, Inc.⁽¹⁾		273,763	$	22,415,715

Netflix, Inc.⁽¹⁾⁽²⁾		62,053		31,862,354

Walt Disney Co. (The)⁽¹⁾⁽²⁾		248,212		46,172,396

			$	100,450,465

Equity Real Estate Investment Trusts (REITs) — 2.6%

AvalonBay Communities, Inc.		87,604	$	16,819,968

EastGroup Properties, Inc.		153,308		24,323,847

Mid-America Apartment Communities, Inc.		76,654		12,059,974

			$	53,203,789

Food Products — 1.2%

Mondelez International, Inc., Class A⁽²⁾		401,519	$	24,416,370

			$	24,416,370

Health Care Equipment & Supplies — 4.0%

Abbott Laboratories⁽²⁾		310,264	$	37,256,501

Danaher Corp.⁽²⁾		178,859		45,419,455

			$	82,675,956

Health Care Providers & Services — 2.4%

UnitedHealth Group, Inc.⁽²⁾		124,106	$	49,493,473

			$	49,493,473

Hotels, Restaurants & Leisure — 1.8%

Hilton Worldwide Holdings, Inc.⁽¹⁾		98,555	$	12,684,029

Starbucks Corp.		208,060		23,820,789

			$	36,504,818

Household Products — 2.1%

Procter & Gamble Co. (The)⁽²⁾		317,565	$	42,369,522

			$	42,369,522

Insurance — 2.6%

MetLife, Inc.		357,717	$	22,761,533

Progressive Corp. (The)⁽²⁾		313,915		31,623,797

			$	54,385,330


		4		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value

Interactive Media & Services — 4.7%

Alphabet, Inc., Class C⁽¹⁾⁽²⁾		40,151	$	96,768,728

			$	96,768,728

Internet & Direct Marketing Retail — 5.5%

Amazon.com, Inc.⁽¹⁾⁽²⁾		32,851	$	113,908,214

			$	113,908,214

IT Services — 7.9%

Accenture PLC, Class A⁽²⁾		135,056	$	39,162,188

Fidelity National Information Services, Inc.		156,958		23,998,878

GoDaddy, Inc., Class A⁽¹⁾		164,258		14,260,880

PayPal Holdings, Inc.⁽¹⁾⁽²⁾		127,719		33,499,417

Visa, Inc., Class A⁽²⁾		222,661		52,004,703

			$	162,926,066

Life Sciences Tools & Services — 1.6%

Thermo Fisher Scientific, Inc.⁽²⁾		69,354	$	32,612,331

			$	32,612,331

Machinery — 2.0%

Caterpillar, Inc.⁽²⁾		94,904	$	21,648,551

PACCAR, Inc.		229,961		20,668,895

			$	42,317,446

Metals & Mining — 2.6%

Franco-Nevada Corp.		193,460	$	26,937,370

Rio Tinto PLC ADR		302,965		25,770,203

			$	52,707,573

Multi-Utilities — 1.4%

CMS Energy Corp.		156,958	$	10,106,526

Sempra Energy		142,357		19,584,052

			$	29,690,578

Oil, Gas & Consumable Fuels — 2.6%

Chevron Corp.		229,961	$	23,702,080

EOG Resources, Inc.⁽²⁾		229,961		16,934,328

Phillips 66⁽²⁾		171,559		13,880,839

			$	54,517,247

Pharmaceuticals — 2.7%

Sanofi		244,562	$	25,640,434

Zoetis, Inc.		171,559		29,684,854

			$	55,325,288


Security	Shares		Value

Road & Rail — 2.1%

CSX Corp.⁽²⁾		423,420	$	42,659,565

			$	42,659,565

Semiconductors & Semiconductor Equipment — 3.1%

Micron Technology, Inc.⁽¹⁾		233,611	$	20,106,899

Texas Instruments, Inc.⁽²⁾		248,212		44,804,748

			$	64,911,647

Software — 9.6%

Intuit, Inc.⁽²⁾		91,255	$	37,611,661

Microsoft Corp.⁽²⁾		565,777		142,677,644

Palantir Technologies, Inc., Class A⁽¹⁾		803,038		18,501,995

			$	198,791,300

Specialty Retail — 2.5%

Best Buy Co., Inc.⁽²⁾		149,656	$	17,400,503

Lowe’s Cos., Inc.⁽²⁾		171,559		33,668,454

			$	51,068,957

Technology Hardware, Storage & Peripherals — 6.2%

Apple, Inc.⁽²⁾		967,295	$	127,160,601

			$	127,160,601

Textiles, Apparel & Luxury Goods — 2.7%

Capri Holdings, Ltd.⁽¹⁾		200,759	$	11,057,806

NIKE, Inc., Class B⁽²⁾		240,912		31,949,749

PVH Corp.		105,855		11,980,669

			$	54,988,224

Total Common Stocks (identified cost $1,161,860,909)			$	2,070,456,030


		5		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Portfolio of Investments (Unaudited) — continued


Short-Term Investments — 0.5%
Description	Units		Value

Eaton Vance Cash Reserves Fund, LLC, 0.10%⁽³⁾		9,643,085	$	9,643,085

Total Short-Term Investments (identified cost $9,643,085)			$	9,643,085

Total Investments — 101.0% (identified cost $1,171,503,994)			$	2,080,099,115

Total Written Call Options — (0.8)% (premiums received $14,085,865)			$	(17,325,405	)

Other Assets, Less Liabilities — (0.2)%			$	(2,438,477	)

Net Assets — 100.0%			$	2,060,335,233

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

⁽¹⁾	Non-income producing security.

⁽²⁾	Security (or a portion thereof) has been pledged as collateral for written options.

⁽³⁾	Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of April 30, 2021.


Written Call Options — (0.8)%

Exchange-Traded Options — (0.8)%

Description	Number of Contracts		Notional Amount		Exercise Price		Expiration Date		Value

S&P 500 Index		197	$	82,369,049	$	4,075		5/3/21	$	(2,237,920	)

S&P 500 Index		197		82,369,049		4,080		5/5/21		(2,185,715	)

S&P 500 Index		197		82,369,049		4,110		5/7/21		(1,692,230	)

S&P 500 Index		197		82,369,049		4,130		5/10/21		(1,407,565	)

S&P 500 Index		196		81,950,932		4,150		5/12/21		(1,205,400	)

S&P 500 Index		196		81,950,932		4,180		5/14/21		(865,340	)

S&P 500 Index		196		81,950,932		4,170		5/17/21		(1,098,580	)

S&P 500 Index		196		81,950,932		4,140		5/19/21		(1,597,400	)

S&P 500 Index		195		81,532,815		4,145		5/21/21		(1,602,900	)

S&P 500 Index		194		81,114,698		4,190		5/24/21		(1,066,030	)

S&P 500 Index		195		81,532,815		4,190		5/26/21		(1,150,500	)

S&P 500 Index		195		81,532,815		4,190		5/28/21		(1,215,825	)

Total									$	(17,325,405	)

Abbreviations:



ADR	–	American Depositary Receipt


		6		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Statement of Assets and Liabilities (Unaudited)


Assets	April 30, 2021

Unaffiliated investments, at value (identified cost, $1,161,860,909)	$	2,070,456,030

Affiliated investment, at value (identified cost, $9,643,085)		9,643,085

Dividends receivable		1,533,240

Dividends receivable from affiliated investment		834

Receivable for premiums on written options		1,261,774

Tax reclaims receivable		26,920

Total assets	$	2,082,921,883

Liabilities

Written options outstanding, at value (premiums received, $14,085,865)	$	17,325,405

Payable for closed written options		3,210,616

Payable to affiliates:

Investment adviser fee		1,672,369

Trustees’ fees		8,055

Accrued expenses		370,205

Total liabilities	$	22,586,650

Net Assets	$	2,060,335,233

Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized, 151,736,029 shares issued and outstanding	$	1,517,360

Additional paid-in capital		1,218,444,218

Distributable earnings		840,373,655

Net Assets	$	2,060,335,233

Net Asset Value

($2,060,335,233 ÷ 151,736,029 common shares issued and outstanding)	$	13.58


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Statement of Operations (Unaudited)


Investment Income	Six Months Ended April 30, 2021

Dividends (net of foreign taxes, $14,238)	$	15,133,579

Dividends from affiliated investment		7,592

Total investment income	$	15,141,171

Expenses

Investment adviser fee	$	9,649,405

Trustees’ fees and expenses		48,572

Custodian fee		236,133

Transfer and dividend disbursing agent fees		9,976

Legal and accounting services		68,061

Printing and postage		305,550

Miscellaneous		62,827

Total expenses	$	10,380,524

Net investment income	$	4,760,647

Realized and Unrealized Gain (Loss)

Net realized gain (loss) —

Investment transactions	$	109,364,151

Written options		(38,518,809	)

Foreign currency transactions		452

Net realized gain	$	70,845,794

Change in unrealized appreciation (depreciation) —

Investments	$	318,549,478

Written options		(16,967,756	)

Foreign currency		842

Net change in unrealized appreciation (depreciation)	$	301,582,564

Net realized and unrealized gain	$	372,428,358

Net increase in net assets from operations	$	377,189,005


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Statements of Changes in Net Assets


Increase (Decrease) in Net Assets	Six Months Ended April 30, 2021 (Unaudited)			Year Ended October 31, 2020

From operations —

Net investment income	$	4,760,647		$	14,068,269

Net realized gain (loss)		70,845,794			(65,075,630	)

Net change in unrealized appreciation (depreciation)		301,582,564			162,417,365

Net increase in net assets from operations	$	377,189,005		$	111,410,004

Distributions to shareholders	$	(76,738,467	)^*	$	(14,097,789	)

Tax return of capital to shareholders	$	—		$	(139,158,730	)

Capital share transactions —

Proceeds from shelf offering, net of offering costs (see Note 5)	$	—		$	16,857,924

Reinvestment of distributions		257,056			2,252,483

Net increase in net assets from capital share transactions	$	257,056		$	19,110,407

Net increase (decrease) in net assets	$	300,707,594		$	(22,736,108	)

Net Assets

At beginning of period	$	1,759,627,639		$	1,782,363,747

At end of period	$	2,060,335,233		$	1,759,627,639

*	A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Financial Highlights


	Six Months Ended April 30, 2021 (Unaudited)			Year Ended October 31,
	Six Months Ended April 30, 2021 (Unaudited)			2020			2019			2018			2017			2016

Net asset value — Beginning of period	$	11.600		$	11.870		$	11.860		$	11.960		$	11.140		$	12.010

Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.031		$	0.093		$	0.101		$	0.082		$	0.100		$	0.119

Net realized and unrealized gain		2.455			0.648			0.921			0.830			1.732			0.023

Total income from operations	$	2.486		$	0.741		$	1.022		$	0.912		$	1.832		$	0.142

Less Distributions

From net investment income	$	(0.506	)^*	$	(0.093	)	$	(0.100	)	$	(0.081	)	$	(0.096	)	$	(0.095	)

From net realized gain		—			—			(0.548	)		(0.486	)		(0.285	)		(0.071	)

Tax return of capital		—			(0.919	)		(0.364	)		(0.445	)		(0.631	)		(0.846	)

Total distributions	$	(0.506	)	$	(1.012	)	$	(1.012	)	$	(1.012	)	$	(1.012	)	$	(1.012	)

Premium from common shares sold through shelf offering (see Note 5)⁽¹⁾	$	—		$	0.001		$	0.000	⁽²⁾	$	—		$	—		$	—

Net asset value — End of period	$	13.580		$	11.600		$	11.870		$	11.860		$	11.960		$	11.140

Market value — End of period	$	13.390		$	10.340		$	11.920		$	11.460		$	11.640		$	10.290

Total Investment Return on Net Asset Value⁽³⁾		21.85	%⁽⁴⁾		7.02	%		9.24	%		7.75	%		17.51	%		1.98	%

Total Investment Return on Market Value⁽³⁾		34.78	%⁽⁴⁾		(5.01	)%		13.53	%		6.98	%		23.81	%		0.04	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	2,060,335		$	1,759,628		$	1,782,364		$	1,775,555		$	1,787,846		$	1,665,148

Ratios (as a percentage of average daily net assets):

Expenses		1.07	% ⁽⁵⁾		1.08	%		1.07	%		1.07	%		1.08	%		1.08	%

Net investment income		0.49	%⁽⁵⁾		0.80	%		0.86	%		0.66	%		0.86	%		1.05	%

Portfolio Turnover		18	%⁽⁴⁾		40	%		57	%		48	%		75	%		86	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Annualized.

*	A portion of the distributions may be deemed from net realized gain or a tax return of capital at year-end. See Note 2.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Eaton Vance Tax-Managed Diversified Equity Income Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a 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 following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices.

Derivatives. U.S. exchange-traded options are valued at the mean between the bid and ask prices at valuation time as reported by the Options Price Reporting Authority. Non-U.S. exchange-traded options and over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities 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 New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. In consideration of recent decisions rendered by European courts, the Fund has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the Fund’s financial statements for such outstanding reclaims.

D Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of April 30, 2021, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.


		11

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Notes to Financial Statements (Unaudited) — continued

E Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

F Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G Indemnifications — Under the Fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Fund) could be deemed to have personal liability for the obligations of the Fund. However, the Fund’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

H Written Options — Upon the writing of a call or a put option, 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 market value of the option written, in accordance with the Fund’s policies on investment valuations discussed above. 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 an index option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the exercise price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the exercise price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Fund may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

I Interim Financial Statements — The interim financial statements relating to April 30, 2021 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders and Income Tax Information

Subject to its Managed Distribution Plan, the Fund makes monthly distributions from its cash available for distribution, which consists 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 intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a substantial return of capital component. For the six months ended April 30, 2021, the amount of distributions estimated to be a tax return of capital was approximately $67,865,000. The final determination of tax characteristics of the Fund’s distributions will occur at the end of the year, at which time it will be reported to the shareholders.

At October 31, 2020, the Fund, for federal income tax purposes, had deferred capital losses of $47,844,352 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at October 31, 2020, $47,844,352 are short-term.


		12

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Notes to Financial Statements (Unaudited) — continued

The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Fund at April 30, 2021, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	1,159,691,334

Gross unrealized appreciation	$	911,869,294

Gross unrealized depreciation		(8,786,918	)

Net unrealized appreciation	$	903,082,376

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for investment advisory services rendered to the Fund. On March 1, 2021, Morgan Stanley acquired Eaton Vance Corp. (the “Transaction”) and EVM became an indirect, wholly-owned subsidiary of Morgan Stanley. In connection with the Transaction, the Fund entered into a new investment advisory agreement (the “New Agreement”) with EVM, which took effect on March 1, 2021. The Fund’s prior fee reduction agreement was incorporated into the New Agreement. Pursuant to the New Agreement (and the Fund’s investment advisory agreement with EVM in effect prior to March 1, 2021), the fee is computed at an annual rate of 1.00% of the Fund’s average daily gross assets up to and including $1.5 billion, 0.98% over $1.5 billion up to and including $3 billion, 0.96% over $3 billion up to and including $5 billion and 0.94% on average daily gross assets over $5 billion, and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage, if any. For the six months ended April 30, 2021, the Fund’s investment adviser fee amounted to $9,649,405 or 0.99% (annualized) of the Fund’s average daily gross assets. The Fund may invest its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. EVM also serves as administrator of the Fund, but receives no compensation.

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended April 30, 2021, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $345,597,108 and $447,461,788, respectively, for the six months ended April 30, 2021.

5 Common Shares of Beneficial Interest and Shelf Offering

Common shares issued by the Fund pursuant to its dividend reinvestment plan for the six months ended April 30, 2021 and the year ended October 31, 2020 were 19,013 and 186,395, respectively.

In August 2012, the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Fund is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Fund to purchase a specific amount of shares. There were no repurchases of common shares by the Fund for the six months ended April 30, 2021 and the year ended October 31, 2020.

Pursuant to a registration statement filed with and declared effective on May 9, 2019 by the SEC, the Fund is authorized to issue up to an additional 22,462,218 common shares through an equity shelf offering program (the “shelf offering”). Under the shelf offering, the Fund, subject to market conditions, may raise additional capital from time to time and in varying amounts and offering methods at a net price at or above the Fund’s net asset value per common share.

During the six months ended April 30, 2021, there were no common shares sold by the Fund pursuant to its shelf offering. During the year ended October 31, 2020, the Fund sold 1,361,759 common shares and received proceeds (net of offering costs) of $16,857,924 through its shelf offering. The net proceeds in excess of the net asset value of the shares sold were $139,775 for the year ended October 31, 2020. Offering costs (other than the applicable sales commissions) incurred in connection with the shelf offering were borne directly by EVM. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM, is the distributor of the Fund’s shares and is entitled to receive a sales commission from the Fund of 1.00% of the gross sales price per share, a portion of which is re-allowed to sales agents. The Fund was informed that the sales commissions retained by EVD during the year ended October 31, 2020 were $34,057.


		13

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Notes to Financial Statements (Unaudited) — continued

6 Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at April 30, 2021 is included in the Portfolio of Investments. At April 30, 2021, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund writes index call options above the current value of the index to generate premium income. In writing index call options, the Fund in effect, sells potential appreciation in the value of the applicable index above the exercise price in exchange for the option premium received. The Fund retains the risk of loss, minus the premium received, should the value of the underlying index decline.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at April 30, 2021 was as follows:


	Fair Value
Derivative	Asset Derivative		Liability Derivative⁽¹⁾

Written options	$	—	$	(17,325,405	)

⁽¹⁾	Statement of Assets and Liabilities location: Written options outstanding, at value.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the six months ended April 30, 2021 was as follows:


Derivative	Realized Gain (Loss) on Derivatives Recognized in Income⁽¹⁾			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income⁽²⁾

Written options	$	(38,518,809	)	$	(16,967,756	)

⁽¹⁾	Statement of Operations location: Net realized gain (loss) – Written options.

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

The average number of written options contracts outstanding during the six months ended April 30, 2021, which is indicative of the volume of this derivative type, was 2,449 contracts.

7 Investments in Affiliated Funds

At April 30, 2021, the value of the Fund’s investment in affiliated funds was $9,643,085, which represents 0.5% of the Fund’s net assets. Transactions in affiliated funds by the Fund for the six months ended April 30, 2021 were as follows:


Name of affiliated fund	Value, beginning of period		Purchases		Sales proceeds			Net realized gain (loss)		Change in unrealized appreciation (depreciation)		Value, end of period		Dividend income		Units, end of period

Short-Term Investments

Eaton Vance Cash Reserves Fund, LLC	$	17,537,671	$	143,362,887	$	(151,257,473	)	$	—	$	—	$	9,643,085	$	7,592		9,643,085


		14

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Notes to Financial Statements (Unaudited) — continued

8 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

•

Level 1 – quoted prices in active markets for identical investments

•

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At April 30, 2021, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2			Level 3		Total

Common Stocks

Communication Services	$	237,720,332		$	—		$	—	$	237,720,332

Consumer Discretionary		291,683,455			—			—		291,683,455

Consumer Staples		109,940,007			—			—		109,940,007

Energy		54,517,247			—			—		54,517,247

Financials		248,285,170			—			—		248,285,170

Health Care		218,360,823			25,640,434			—		244,001,257

Industrials		170,585,456			—			—		170,585,456

Information Technology		553,789,614			—			—		553,789,614

Materials		52,707,573			—			—		52,707,573

Real Estate		53,203,789			—			—		53,203,789

Utilities		54,022,130			—			—		54,022,130

Total Common Stocks	$	2,044,815,596		$	25,640,434	*	$	—	$	2,070,456,030

Short-Term Investments	$	—		$	9,643,085		$	—	$	9,643,085

Total Investments	$	2,044,815,596		$	35,283,519		$	—	$	2,080,099,115

Liability Description

Written Call Options	$	(17,325,405	)	$	—		$	—	$	(17,325,405	)

Total	$	(17,325,405	)	$	—		$	—	$	(17,325,405	)

*	Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

9 Risks and Uncertainties

Pandemic Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, the economies of individual countries, individual companies, and the market in general, and may continue to do so in significant and unforeseen ways, as may other epidemics and pandemics that may arise in the future. Any such impact could adversely affect the Fund’s performance, or the performance of the securities in which the Fund invests.


		15

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Joint Special Meeting of Shareholders (Unaudited)

The Fund held a Joint Special Meeting of Shareholders (the “Special Meeting”) with certain other Eaton Vance closed-end funds on January 7, 2021 and adjourned until January 22, 2021 for the following purpose: approval of a new investment advisory agreement with EVM (“Proposal 1”). The shareholder meeting results are as follows:


	Number of Shares⁽¹⁾
	For		Against		Abstain⁽²⁾		Broker Non-Votes⁽²⁾

Proposal 1		74,593,133		1,765,594		4,074,507		0

⁽¹⁾	Fractional shares were voted proportionately.

⁽²⁾

All shares that were voted and votes to abstain were counted towards establishing a quorum, as were broker non-votes. (Broker non-votes are shares for which a broker returns a proxy but for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Abstentions and broker non-votes had the effect of a negative vote on Proposal 1. Broker non-votes were not expected with respect to Proposal 1 because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.


		16

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

Even though the following description of the Board’s (as defined below) consideration of investment advisory agreements covers multiple funds, for purposes of this shareholder report, the description is only relevant as to Eaton Vance Tax-Managed Diversified Equity Income Fund.

At a meeting held on November 10, 2020 (the “November Meeting”), the Board of Trustees (each, a “Board” and, collectively, the “Board”) of each closed-end Fund (each, a “Fund” and, collectively, the “Funds”⁽¹⁾) managed by Eaton Vance Management (“Eaton Vance”), including a majority of the Board members (the “Independent Trustees”) who are not “interested persons” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds or Eaton Vance, voted to approve a new investment advisory agreement between each Fund and Eaton Vance, each of which is intended to go into effect upon the completion of the Transaction (as defined below) (each, a “New Agreement” and, collectively, the “New Agreements”). The Board’s evaluative process is more fully described below. In voting its approval of the New Agreements at the November Meeting, the Board relied on an order issued by the Securities and Exchange Commission in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.

In voting its approval of the New Agreements, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed and discussed information furnished by Eaton Vance and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its recommendations. Such information included, among other things, the terms and anticipated impacts of Morgan Stanley’s pending acquisition of Eaton Vance Corp. (the “Transaction”) on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including, but not limited to, information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020 (the “2020 Annual Approval Process”).

The Board of each Fund, including the Independent Trustees, concluded that the applicable New Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Agreement and to recommend that shareholders do so as well.

Shortly after the announcement of the Transaction, the Board, including all of the Independent Trustees, met with senior representatives from Eaton Vance and Morgan Stanley at its meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the Funds and their shareholders. As part of the Board’s evaluation process, counsel to the Independent Trustees, on behalf of the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New Agreements and the implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction. The Contract Review Committee considered information furnished by Eaton Vance and Morgan Stanley and their respective affiliates during meetings on November 5, 2020 and November 10, 2020.

The Contract Review Committee again met with senior representatives of Eaton Vance and Morgan Stanley at its meeting on November 10, 2020, to further discuss the approval of the New Agreements. The representatives from Eaton Vance and Morgan Stanley each made presentations to, and responded to questions from, the Independent Trustees. The Contract Review Committee considered Eaton Vance’s and Morgan Stanley’s responses related to the Transaction and specifically to the Funds, as well as information received in connection with the 2020 Annual Approval Process, with respect to its evaluation of the New Agreements. Among other information, the Board considered:

Information about the Transaction and its Terms

•

Information about the material terms and conditions, and expected impact, of the Transaction that relate to the Funds, including the expected impact on the businesses conducted by Eaton Vance with respect to the Funds and, with respect to those Funds (including Eaton Vance Tax-Managed Diversified Equity Income Fund) that have shares registered under the Securities Act of 1933, as amended, pursuant to shelf registration statements, Eaton Vance Distributors, Inc. as the distributor of those shares;

•

Information about the advantages of the Transaction as they relate to the Funds and their shareholders;

•

A commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction, including with respect to the solicitation of shareholder approval of the New Agreements;

•

A commitment that, for a period of three years after the Closing, at least 75% of each Fund’s Board members must not be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act;

•

A commitment that Morgan Stanley would use its reasonable best efforts to ensure that it did not impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction;

•

Information with respect to the potential impact of the Transaction on personnel and/or other resources of Eaton Vance and its affiliates, as well as any expected changes to compensation, including any retention-based compensation intended to incentivize key personnel at Eaton Vance and its affiliates;

•

Information regarding any changes that are expected with respect to the Funds’ slate of officers as a result of the Transaction;

⁽¹⁾	References to the Funds do not include Eaton Vance Floating-Rate Income Plus Fund.


		17

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Board of Trustees’ Contract Approval — continued

Information about Morgan Stanley

•

Information about Morgan Stanley’s overall business, including information about the advisory, brokerage and related businesses that Morgan Stanley operates;

•

Information about Morgan Stanley’s financial condition, including its access to capital and other resources required to support the investment advisory businesses related to the Funds;

•

Information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy, and any changes that Morgan Stanley contemplates implementing to the Funds in the short- or long-term following the closing of the Transaction (the “Closing”);

•

Information regarding risk management functions at Morgan Stanley and its affiliates, including how existing risk management protocols and procedures may impact the Funds and/or the businesses of Eaton Vance and its affiliates as they relate to the Funds;

•

Information on the anticipated benefits of the Transaction to the Funds with respect to potential additional distribution capabilities and the ability to access new markets and customer segments through Morgan Stanley’s distribution network, including, in particular, its institutional client base;

•

Information regarding the financial condition and reputation of Morgan Stanley, its worldwide presence, experience as a fund sponsor and manager, commitment to maintain a high level of cooperation with, and support to, the Funds, strong client service capabilities, and relationships in the asset management industry;

Information about the New Agreements

•

A representation that, after the Closing, all of the Funds will continue to be advised by Eaton Vance, and will continue under the “Eaton Vance” brand;

•

Information regarding the terms of the New Agreements, including certain changes as compared to the current investment advisory agreement between each Fund and Eaton Vance (collectively, the “Current Agreements”);

•

Information confirming that the fee rates payable under the New Agreements are not changed as compared to the Current Agreements;

•

A representation that the New Agreements will not cause any diminution in the nature, extent and quality of services provided by Eaton Vance to the Funds and their respective shareholders, including with respect to compliance and other non-advisory services;

Information about Fund Performance, Fees and Expenses

•

A report from an independent data provider comparing the investment performance of each Fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods as of the 2020 Annual Approval Process, as well as performance information as of a more recent date;

•

A report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds as of the 2020 Annual Approval Process, as well as fee and expense information as of a more recent date;

•

In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by Eaton Vance in consultation with the Portfolio Management Committee of the Board as of the 2020 Annual Approval Process, as well as corresponding performance information as of a more recent date;

•

Comparative information concerning the fees charged and services provided by Eaton Vance to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such Fund(s), if any;

•

Profitability analyses of Eaton Vance with respect to each of the Funds as of the 2020 Annual Approval Process, as well as information regarding the impact of the Transaction on profitability;

Information about Portfolio Management and Trading

•

Descriptions of the investment management services currently provided and expected to be provided to each Fund after the Closing, as well as each of the Funds’ investment strategies and policies;

•

The procedures and processes used to determine the fair value of Fund assets, when necessary, and actions taken to monitor and test the effectiveness of such procedures and processes;

•

Information regarding any contemplated changes to the policies and practices of Eaton Vance with respect to trading, including their processes for seeking best execution of portfolio transactions;

•

Information regarding the impact on trading and access to capital markets associated with the Funds’ post-Closing affiliations with Morgan Stanley and its affiliates, including potential restrictions with respect to the Funds’ ability to execute portfolio transactions with Morgan Stanley and its affiliates;

Information about Eaton Vance

•

Information about the financial results and condition of Eaton Vance since the culmination of the 2020 Annual Approval Process and any material changes in financial condition that are reasonably expected to occur before and after the Closing;

•

Confirmation that there are no immediately contemplated post-Closing changes to the individual investment professionals whose responsibilities include portfolio management and investment research for the Funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as applicable post-Closing;


		18

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Board of Trustees’ Contract Approval — continued

•

The Code of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with, and the administration of, such codes;

•

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

•

Information concerning the resources devoted to compliance efforts undertaken by Eaton Vance and its affiliates, including descriptions of their various compliance programs and their record of compliance;

•

Information concerning the business continuity and disaster recovery plans of Eaton Vance and its affiliates;

Other Relevant Information

•

Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by Eaton Vance and its affiliates;

•

Information concerning oversight of the relationship with the custodian, subcustodians and fund accountants by Eaton Vance and/or administrator to each of the Funds;

•

Information concerning the benefits of the closed-end fund structure, as well as, where relevant, the closed-end fund’s market prices, trading volume data, distribution rates and other relevant matters;

•

Confirmation that Eaton Vance intends to continue to manage the Funds in a manner materially consistent with each Fund’s current investment objective(s) and principal investment strategies;

•

Information regarding Morgan Stanley’s commitment to maintaining competitive compensation arrangements to attract and retain highly qualified personnel;

•

Confirmation that Eaton Vance and Morgan Stanley will continue to keep the Board apprised of developments as the Transaction progresses and prior to and, as applicable, following the Closing;

•

Confirmation that the current senior management team at Eaton Vance has indicated its strong support of the Transaction; and

•

Information regarding the fact that Morgan Stanley and Eaton Vance Corp. will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered.

As indicated above, the Board and its Contract Review Committee also considered information received at its regularly scheduled meetings throughout the year, which included information from portfolio managers and other investment professionals of Eaton Vance regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the Funds’ investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the Funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the Funds, and received reports and participated in presentations provided by Eaton Vance and its affiliates with respect to such matters.

The Contract Review Committee was advised throughout the evaluation process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating the New Agreements and the weight to be given to each such factor. The conclusions reached with respect to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Independent Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Agreements.

Nature, Extent and Quality of Services

In considering whether to approve the New Agreements, the Board evaluated the nature, extent and quality of services currently provided to each Fund by Eaton Vance under the Current Agreements. In evaluating the nature, extent and quality of services to be provided by Eaton Vance under the New Agreements, the Board considered, among other information, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Eaton Vance, and that Morgan Stanley and Eaton Vance have advised the Board that, following the Closing, there is not expected to be any diminution in the nature, extent and quality of services provided by Eaton Vance to the Funds and their shareholders, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction.

The Board also considered the financial resources of Morgan Stanley and Eaton Vance and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Funds of being part of a larger combined organization with greater financial resources following the Closing, particularly during periods of market disruptions and volatility. In this regard, the Board considered information provided by Morgan Stanley regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities and financial condition, as well as information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy and any changes that Morgan Stanley contemplates in the short- or long-term following the Closing. The Board also noted Morgan Stanley’s and Eaton Vance’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for Eaton Vance and existing Morgan Stanley affiliates and their respective personnel.

The Board considered Eaton Vance’s management capabilities, investment processes and investment performance in light of the types of investments held by each Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to each Fund. In particular, the Board considered the abilities and experience of Eaton Vance’s investment professionals in implementing each Fund’s investment strategies. The Board also took into account the resources dedicated to portfolio management and


		19

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Board of Trustees’ Contract Approval — continued

other services, the compensation methods of Eaton Vance and other factors, including the reputation and resources of Eaton Vance to recruit and retain highly qualified research, advisory and supervisory investment professionals. With respect to the recruitment and retention of key personnel, the Board noted information from Morgan Stanley and Eaton Vance regarding the benefits of joining Morgan Stanley. In addition, the Board considered the time and attention devoted to the Funds by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services. With respect to the foregoing, the Board also considered information from Eaton Vance and Morgan Stanley regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which Eaton Vance or its affiliates may be subject in managing the Funds and in connection with the Transaction. The Board considered the deep experience of Eaton Vance and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such as the Funds. In this regard, the Board considered, among other things, Eaton Vance’s and its affiliates’ experience with implementing leverage arrangements, monitoring and assessing trading price discounts and premiums and adhering to the requirements of securities exchanges.

The Board considered the compliance programs of Eaton Vance and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of Eaton Vance and its affiliates to requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority. The Board also considered certain information relating to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory authorities. With respect to the foregoing, including the compliance programs of Eaton Vance, the Board noted information regarding the impact of the Transaction, as well as Eaton Vance’s and Morgan Stanley’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for Eaton Vance and existing Morgan Stanley affiliates and their respective personnel.

The Board considered other administrative services provided and to be provided or overseen by Eaton Vance and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines. The Board noted information that the Transaction was not expected to have any material impact on such matters in the near-term.

In evaluating the nature, extent and quality of the services to be provided under the New Agreements, the Board also considered investment performance information provided for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In this regard, the Board compared each Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly managed funds. The Board also considered, where applicable, Fund-specific performance explanations based on criteria established by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent date. In addition to the foregoing information, it was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against applicable benchmark indices and peer groups. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where a Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanations from Eaton Vance concerning the Fund’s relative performance versus the peer group.

After consideration of the foregoing factors, among others, and based on their review of the materials provided and the assurances received from, and recommendations of, Eaton Vance and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent and quality of services provided to the Funds by Eaton Vance and its affiliates and that the Transaction was not expected to have an adverse effect on the ability of Eaton Vance and its affiliates to provide those services. The Board concluded that the nature, extent and quality of services expected to be provided by Eaton Vance, taken as a whole, are appropriate and expected to be consistent with the terms of the New Agreements.

Management Fees and Expenses

The Board considered contractual fee rates payable by each Fund for advisory and administrative services (referred to collectively as “management fees”) in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board considered each Fund’s management fees and total expense ratio over various periods, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses.

The Board also considered factors, and, where applicable, certain Fund-specific factors, that had an impact on a Fund’s total expense ratio relative to comparable funds, as identified by Eaton Vance in response to inquiries from the Contract Review Committee. The Board considered that the New Agreement does not change a Fund’s management fee rate or the computation method for calculating such fees, including any separately executed permanent contractual management fee reduction currently in place for the Fund.

The Board also received and considered, where applicable, information about the services offered and the fee rates charged by Eaton Vance to other types of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar investment style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services Eaton Vance provides to the Funds as compared to other types of accounts and the material differences in compliance, reporting and other legal burdens and risks to Eaton Vance as between each Fund and other types of accounts.


		20

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Board of Trustees’ Contract Approval — continued

After considering the foregoing information, and in light of the nature, extent and quality of the services expected to be provided by Eaton Vance, the Board concluded that the management fees charged for advisory and related services are reasonable with respect to its approval of the New Agreements.

Profitability and “Fall-Out” Benefits

During the 2020 Annual Approval Process, the Board considered the level of profits realized by Eaton Vance and relevant affiliates thereof in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered the level of profits realized without regard to marketing support or other payments by Eaton Vance and its affiliates to third parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by Eaton Vance and its affiliates were not deemed to be excessive by the Board.

The Board noted that Morgan Stanley and Eaton Vance are expected to realize, over time, cost savings from the Transaction based on eliminating duplicate corporate overhead expenses. The Board considered, however, information from Eaton Vance and Morgan Stanley that such cost savings are not expected to be realized immediately upon the Closing and that, accordingly, there are currently no specific expected changes in the levels of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the Transaction. The Board noted that it will continue to receive information regarding profitability during its annual contract review processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.

The Board also considered direct or indirect fall-out benefits received by Eaton Vance and its affiliates in connection with their respective relationships with the Funds, including the benefits of research services that may be available to Eaton Vance and its affiliates as a result of securities transactions effected for the Funds and other investment advisory clients. In evaluating the fall-out benefits to be received by Eaton Vance and its affiliates under the New Agreements, the Board considered whether the Transaction would have an impact on the fall-out benefits currently realized by Eaton Vance and its affiliates in connection with services provided pursuant to the Current Agreements.

The Board of each Fund considered that Morgan Stanley may derive reputational and other benefits from its ability to use the names of Eaton Vance and its affiliates in connection with operating and marketing the Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan Stanley’s assets under management and expand Morgan Stanley’s investment capabilities.

Economies of Scale

The Board also considered the extent to which Eaton Vance and its affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual Approval Process, the Board reviewed data summarizing the increases and decreases in the assets of the Funds and of all Eaton Vance funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability of Eaton Vance and its affiliates may have been affected by such increases or decreases.

The Board noted that Morgan Stanley and Eaton Vance are expected to benefit from possible growth of the Funds resulting from enhanced distribution capabilities, including with respect to the Funds’ potential access to Morgan Stanley’s institutional client base. Based upon the foregoing, the Board concluded that the Funds currently share in the benefits from economies of scale, if any, when they are realized by Eaton Vance, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale realized by Eaton Vance. The Board also considered the fact that the Funds are not continuously offered in the same manner as an open-end fund and that, notwithstanding that certain Funds (including Eaton Vance Tax-Managed Diversified Equity Income Fund) are authorized to issue additional common shares through a shelf offering, the Funds’ assets may not increase materially in the foreseeable future.

Conclusion

Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described above, the Contract Review Committee recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended that shareholders approve the New Agreements.


		21

Eaton Vance

Tax-Managed Diversified Equity Income Fund

April 30, 2021

Officers and Trustees

Officers

Edward J. Perkin

President

Deidre E. Walsh

Vice President

Maureen A. Gemma

Secretary and Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

Trustees

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Keith Quinton

Marcus L. Smith

Susan J. Sutherland

Scott E. Wennerholm

*	Interested Trustee


		22

Eaton Vance Funds


Privacy Notice		April 2021



FACTS		WHAT DOES EATON VANCE DO WITH YOUR PERSONAL INFORMATION?



Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.


What?		The types of personal information we collect and share depend on the product or service you have with us. This information can include: ^∎ Social Security number and income ^∎ investment experience and risk tolerance ^∎ checking account number and wire transfer instructions


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does Eaton Vance share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our investment management affiliates’ everyday business purposes — information about your transactions, experiences, and creditworthiness	Yes	Yes
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For our investment management affiliates to market to you	Yes	Yes
For our affiliates to market to you	No	We don’t share
For nonaffiliates to market to you	No	We don’t share


To limit our sharing		Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.



Questions?		Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com


		23

Eaton Vance Funds


Privacy Notice — continued		April 2021


Page 2


Who we are
Who is providing this notice?		Eaton Vance Management, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, Eaton Vance and Calvert Fund Families and our investment advisory affiliates (“Eaton Vance”) (see Investment Management Affiliates definition below)
What we do
How does Eaton Vance protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information.
How does Eaton Vance collect my personal information?		We collect your personal information, for example, when you ^∎ open an account or make deposits or withdrawals from your account ^∎ buy securities from us or make a wire transfer ^∎ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only ^∎ sharing for affiliates’ everyday business purposes — information about your creditworthiness ^∎ affiliates from using your information to market to you ^∎ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
Definitions
Investment Management Affiliates		Eaton Vance Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. ^∎ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. ^∎ Eaton Vance does not share with nonaffiliates so they can market to you.
Joint marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ^∎ Eaton Vance doesn’t jointly market.
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Nonaffiliates unless you provide us with your written consent to share such information. California: Except as permitted by law, we will not share personal information we collect about California residents with Nonaffiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.


		24

Eaton Vance Funds

IMPORTANT NOTICES

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. American Stock Transfer & Trust Company, LLC (“AST”), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct AST, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST or your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by AST or your financial intermediary.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

Share Repurchase Program. The Fund’s Board of Trustees has approved a share repurchase program authorizing the Fund to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. The Fund’s repurchase activity, including the number of shares purchased, average price and average discount to net asset value, is disclosed in the Fund’s annual and semi-annual reports to shareholders.

Additional Notice to Shareholders. If applicable, a Fund may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary.

Closed-End Fund Information. Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly after the end of each month. Other information about the funds is available on the website. The funds’ net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Individual Investors — Closed-End Funds”.


		25

This Page Intentionally Left Blank

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Fund Offices

Two International Place

Boston, MA 02110

LOGO

7751 4.30.21

Item 2.

Code of Ethics

Not required in this filing.

Item 3.

Audit Committee Financial Expert

Not required in this filing.

Item 4.

Principal Accountant Fees and Services

Not required in this filing.

Item 5.

Audit Committee of Listed Registrants

Not required in this filing.

Item 6.

Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

No such purchases this period.

Item 10.

Submission of Matters to a Vote of Security Holders

No material changes.

Item 11.

Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

No activity to report for the Registrant’s most recent fiscal year end.

Item 13.

Exhibits


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

(c)		Registrant’s notices to shareholders pursuant to Registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions paid pursuant to the Registrant’s Managed Distribution Plan.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Tax-Managed Diversified Equity Income Fund


By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President

Date:		June 24, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ James F. Kirchner
		James F. Kirchner
		Treasurer

Date:		June 24, 2021

By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President

Date:		June 24, 2021