Eaton Vance Tax-Managed Diversified Equity Income Fund % of the Cumulative Cumulative Distributions Distributions for the for the % of Fiscal Fiscal Current Current Year-to- Year-to- Source Distribution Distribution Date(1) Date(1) ------ ------------ ------------ ------- ------- Net Investment Income $0.02393 5.9% $0.05035 5.8% Net Realized Short- Term Capital Gains $0.00000 0.0% $0.00000 0.0% Net Realized Long- Term Capital Gains $0.00000 0.0% $0.00000 0.0% Return of Capital or Other Capital Source(s) $0.38173 94.1% $0.81781 94.2% Total per common share $0.40566 100.0% $0.86816 100.0% (1) The Fund's fiscal year is November 1, 2009 to October 31, 2010IMPORTANT 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 period from inception through January 31, 2010(1) 1.68% Annualized current distribution rate expressed as a percentage of NAV as of January 31, 2010(2) 14.49% Cumulative total return at NAV for the fiscal year through January 31, 2010(3) 3.21% Cumulative fiscal year to date distribution rate as a percentage of NAV as of January 31, 2010(4) 3.62% (1) Average annual total return at NAV represents the simple arithmetic average of the annual NAV total returns of the Fund for the period from inception (11/30/2006) through January 31, 2010. (2) The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund's NAV as of January 31, 2010. (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 January 31, 2010 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 January 31, 2010 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund's NAV as of January 31, 2010.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 $161.6 billion in assets as of January 31, 2010, 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