Definitive Materials Filed by Investment Companies. (497)
04 April 2020 - 7:25AM
Edgar (US Regulatory)
EATON VANCE TAX-MANAGED
DIVERSIFIED EQUITY INCOME FUND
Supplement to Prospectuses dated February
20, 2020
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1.
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The following is added to the section titled “Additional Investment
Practices” under “Investment Objectives, Policies and Risks”:
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Restricted Securities. Securities held by the Fund may be
legally restricted as to resale (such as those issued in private placements), including commercial paper issued pursuant to Section
4(a)(2) of the 1933 Act and securities eligible for resale pursuant to Rule 144A thereunder, and securities of U.S. and non-U.S.
issuers initially offered and sold outside the United States pursuant to Regulation S thereunder. Restricted securities may not
be listed on an exchange and may have no active trading market. The Fund may incur additional expense when disposing of restricted
securities, including all or a portion of the cost to register the securities. The Fund also may acquire securities through private
placements under which it may agree to contractual restrictions on the resale of such securities that are in addition to applicable
legal restrictions. In addition, if the Adviser receives material non-public information about the issuer, the Fund may as a result
be unable to sell the securities. Restricted securities may be difficult to value properly and may involve greater risks than securities
that are not subject to restrictions on resale. It may be difficult to sell restricted securities at a price representing fair
value until such time as the securities may be sold publicly. Under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when the Adviser
believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely
held. Holdings of restricted securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing
them. Restricted securities may involve a high degree of business and financial risk, which may result in substantial losses.
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2.
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The following replaces “Illiquid Securities” under the
section titled “Additional Investment Practices” under “Investment Objectives, Policies and Risks”:
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Illiquid Investments. The Fund may invest up to 15% of
its total assets in investments for which there is no readily available trading market or that are otherwise illiquid. It may be
difficult to sell illiquid investments at a price representing their fair value until such time as such investments may be sold
publicly. Where registration is required, a considerable period may elapse between a decision by the Fund to sell the investments
and the time when it would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing
at the time of the decision to sell. The Fund may also acquire investments through private placements under which it may agree
to contractual restrictions on the resale of such investments. Such restrictions might prevent their sale at a time when such sale
would otherwise be desirable.
At times, a portion of the Fund’s assets may be invested
in investments as to which the Fund, by itself or together with other accounts managed by the Adviser and its affiliates, holds
a major portion or all of such investments. Under adverse market or economic conditions or in the event of adverse changes in the
financial condition of the issuer, the Fund could find it more difficult to sell such investments when the Adviser believes it
advisable to do so or may be able to sell such investments only at prices lower than if such investments were more widely held.
It may also be more difficult to determine the fair value of such investments for purposes of computing the Fund’s net asset
value.
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