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Eaton Vance Tax-Managed Diversified Equity Income Fund January 2013 Distribution

     Eaton Vance Tax-Managed Diversified Equity Income Fund January 2013
                                 Distribution

PR Newswire

BOSTON, Jan. 31, 2013

BOSTON, Jan. 31, 2013 /PRNewswire/ --Eaton Vance Tax-Managed Diversified
Equity Income Fund (NYSE: ETY) today announced important information
concerning its distribution declared in January 2013. This press release is
issued as required by the Fund's managed distribution plan (Plan) and an
exemptive order received from the U.S. Securities and Exchange Commission.
The Board of Trustees has 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 January distribution.
It is not determinative of the tax character of the Fund's distributions for
the 2013 calendar year. Shareholders should note that the Fund's total regular
distribution amount is subject to change as a result of market conditions or
other factors.

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: January 2013
  Distribution Amount per Common Share: $0.0843

The following table sets forth an estimate of the sources of the Fund's
January 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.



  ^1  The Fund's fiscal year is November 1, 2012 to October 31, 2013

Eaton Vance Tax-Managed Diversified Equity Income Fund
                                              Cumulative     % of the
                    Current      % of Current Distributions  Cumulative
Source              Distribution Distribution for the        Distributions for
                                              Fiscal         the Fiscal
                                              Year-to-Date^1 Year-to-Date^1
Net Investment      $0.0196      23.2%        $0.0540        16.0%
Income
Net Realized
Short-Term Capital  $0.0000      0.0%         $0.0000        0.0%
Gains
Net Realized
Long-Term Capital   $0.0000      0.0%         $0.0000        0.0%
Gains
Return of Capital
or Other Capital    $0.0647      76.8%        $0.2832        84.0%
Source(s)
Total per common    $0.0843      100.0%       $0.3372        100.0%
share

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        3.59%
December 31, 2012^1
Annualized current distribution rate expressed as a percentage of NAV as 9.23%
of December 31, 2012^2
Cumulative total return at NAV for the fiscal year through December 31, 2.69%
2012^3
Cumulative fiscal year to date distribution rate as a percentage of NAV  2.31%
as of December 31, 2012^4

^1 Average annual total return at NAV represents the simple arithmetic average
of the annual NAV total returns of the Fund for the 5-year period ended on
December 31, 2012.

^2 The annualized current distribution rate is the cumulative distribution
rate annualized as a percentage of the Fund's NAV as of December 31, 2012.

^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 December 31, 2012
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 December 31, 2012 measured on the dollar value of
distributions in the year-to-date period as a percentage of the Fund's NAV as
of December 31, 2012.

The Funds are managed by Eaton Vance Management, a subsidiary of Eaton Vance
Corp. (NYSE: EV), based in Boston, one of the oldest investment management
firms in the United States, with a history dating back to 1924. Eaton Vance
and its affiliates managed $238.4 billion in assets as of December 31, 2012,
offering individuals and institutions a broad array of investment products and
wealth management solutions. The Company's long record of providing exemplary
service and attractive returns through a variety of market conditions has made
Eaton Vance the investment manager of choice for many of today's most
discerning investors. For more information about Eaton Vance, visit
www.eatonvance.com.

SOURCE Eaton Vance Management

Website: http://www.eatonvance.com
Contact: Investor Contact: 1-800-262-1122
 
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