Form N-CSR Item 13(c) Exhibit

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in May 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the May distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: May 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s May distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0072		8.5	%	$	0.0584		9.9	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0771		91.5	%	$	0.5317		90.1	%
Total per common share	$	0.0843		100.0	%	$	0.5901		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.

Average annual total return at NAV for the 5-year period ended on April 30, 20201	6.62	%
Annualized current distribution rate expressed as a percentage of NAV as of April 30, 20202	9.29	%
Cumulative total return at NAV for the fiscal year through April 30, 20203	-4.01	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of April 30, 20204	4.64	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on April 30, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of April 30, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to April 30, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to April 30, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of April 30, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

May 29, 2020

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in June 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the June distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: June 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s June distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal  Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0062		7.3	%	$	0.0647		9.6	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0781		92.7	%	$	0.6097		90.4	%
Total per common share	$	0.0843		100.0	%	$	0.6744		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.

Average annual total return at NAV for the 5-year period ended on May 31, 20201	6.94	%
Annualized current distribution rate expressed as a percentage of NAV as of May 31, 20202	9.00	%
Cumulative total return at NAV for the fiscal year through May 31, 20203	-0.15	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of May 31, 20204	5.25	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on May 31, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of May 31, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to May 31, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to May 31, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of May 31, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

June 30, 2020

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in July 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the July distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: July 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s July distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0057		6.8	%	$	0.0706		9.3	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0786		93.2	%	$	0.6881		90.7	%
Total per common share	$	0.0843		100.0	%	$	0.7587		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.

Average annual total return at NAV for the 5-year period ended on June 30, 20201	7.67	%
Annualized current distribution rate expressed as a percentage of NAV as of June 30, 20202	8.87	%
Cumulative total return at NAV for the fiscal year through June 30, 20203	2.05	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of June 30, 20204	5.92	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on June 30, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of June 30, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to June 30, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to June 30, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of June 30, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

July 31, 2020

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in August 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the August distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: August 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s August distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0070		8.3	%	$	0.0776		9.2	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0773		91.7	%	$	0.7654		90.8	%
Total per common share	$	0.0843		100.0	%	$	0.8430		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

Average annual total return at NAV for the 5-year period ended on July 31, 20201	7.99	%
Annualized current distribution rate expressed as a percentage of NAV as of July 31, 20202	8.53	%
Cumulative total return at NAV for the fiscal year through July 31, 20203	6.97	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of July 31, 20204	6.40	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on July 31, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of July 31, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to July 31, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to July 31, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of July 31, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

August 31, 2020

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in September 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the September distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: September 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s September distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0079		9.4	%	$	0.0853		9.2	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0764		90.6	%	$	0.8420		90.8	%
Total per common share	$	0.0843		100.0	%	$	0.9273		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.

Average annual total return at NAV for the 5-year period ended on August 31, 20201	10.48	%
Annualized current distribution rate expressed as a percentage of NAV as of August 31, 20202	8.18	%
Cumulative total return at NAV for the fiscal year through August 31, 20203	12.30	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of August 31, 20204	6.82	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on August 31, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of August 31, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to August 31, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to August 31, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of August 31, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

September 30, 2020

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Tax-Managed Diversified Equity Income Fund (NYSE: ETY) with important information concerning the distribution declared in October 2020. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the October distribution. It is not determinative of the tax character of the Fund’s distributions for the 2020 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: October 2020

Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund’s October distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Source	Current Distribution		% of Current Distribution			Cumulative Distributions for the Fiscal Year-to-Date1		% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income	$	0.0089		10.5	%	$	0.0941		9.3	%
Net Realized Short-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Net Realized Long-Term Capital Gains	$	0.0000		0.0	%	$	0.0000		0.0	%
Return of Capital or Other Capital Source(s)	$	0.0754		89.5	%	$	0.9175		90.7	%
Total per common share	$	0.0843		100.0	%	$	1.0116		100.0	%

¹  The Fund’s fiscal year is November 1, 2019 to October 31, 2020

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

Average annual total return at NAV for the 5-year period ended on September 30, 20201	10.49	%
Annualized current distribution rate expressed as a percentage of NAV as of September 30, 20202	8.43	%
Cumulative total return at NAV for the fiscal year through September 30, 20203	9.87	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of September 30, 20204	7.73	%

¹  Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on September 30, 2020.

²  The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of September 30, 2020.

³  Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to September 30, 2020 including distributions paid and assuming reinvestment of those distributions.

⁴  Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to September 30, 2020 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of September 30, 2020.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

NOTE: This correspondence is for informational purposes only and should not be relied upon to project the tax character of actual Fund distributions for the 2020 calendar year.

NO ACTION IS REQUIRED ON YOUR PART.

Eaton Vance Tax-Managed Diversified Equity Income Fund

October 30, 2020