May 2, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Eaton Vance Tax-Managed Diversified Equity Income Fund (the “Fund” or the “Registrant”) Registration Statement on Form N-2 (333-229445; 811-21832) |
Ladies and Gentlemen:
On behalf of the above-captioned registered, closed-end investment company, and in accordance with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), electronically transmitted herewith is Pre-Effective Amendment No. 1 to the Fund’s Registration Statement on Form N-2 (the “Shelf Registration Statement”) with respect to the proposed offering by the Fund of additional shares of common stock, par value $0.01 per share (the “Common Shares”), on a continuous or delayed basis in reliance on Rule 415 under the 1933 Act.
The Fund has received an order under Section 19(b) to permit it to make periodic capital gains dividends with respect to its Common Shares as frequently as twelve times each year, and as frequently as dividends are specified by or determined in accordance with the terms of any outstanding preferred shares that such Fund may issue.
The total registration fee for purposes of this filing is $32,777.95, of which $32,776.63 has been wired through the FEDWIRE system to the Securities and Exchange Commission (the “SEC”). The Shelf Registration Statement transmitted with this letter contains conformed signature pages, the manually executed originals of which are maintained at the offices of the Fund.
The Shelf Registration Statement was amended for the purpose of responding to comments provided by Lisa Larkin of the SEC’s Division of Investment Management to the undersigned telephonically on February 27, 2019, and to make certain other non-material changes as marked therein. We request that the Staff review the Shelf Registration Statement as promptly as possible and contact the undersigned at its earliest possible convenience if the Staff has any further comments. Capitalized terms have the same meaning as defined in the Shelf Registration Statement, unless otherwise indicated. The comments and the Fund’s responses are set forth as follows:
Response: The Registrant confirms that Brexit risk disclosure has been added under “Special Risk Considerations” in the Prospectus.
Response: The Registrant confirms that, based on current market conditions, it does not intend to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities for a period of at least one year, but if market conditions warrant and/or after such period, the Fund may utilize leverage as it is currently authorized to do so.
Response: The Registrant confirms that the Dividend Reinvestment Plan Fee has been added to the table.
| 4. | Comment: The Prospectus states that the Fund may engage in total return swaps. When the Fund engages in total return swaps, it needs to set aside an appropriate amount of liquid assets as determined by the SEC and Staff guidance to address Section 18 of the 1940 Act concerns. Be aware that the SEC could issue a new rule and/or guidance related to the Fund’s use of derivatives, which could impact the manner in which the Fund operates. |
Response: The Registrant acknowledges this comment.
Response: The Registrant has removed credit default swaps from the Fund’s Statement of Additional Information.
Questions should be directed to the undersigned at (617) 672-8507.
Sincerely,
/s/ David D. Barr
David D. Barr, Esq.
Vice President
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