UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-Q

811-21832

Eaton Vance Tax-Managed Diversified Equity Income Fund

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

October 31

January 31, 2011

 

 

Item 1. Schedule of Investments

 

PORTFOLIO OF INVESTMENTS (Unaudited)

 

Common Stocks — 99.5%

 

 

1

 

2

 

3

 

4

 

Short-Term Investments — 0.9%

 

 

Call Options Written — (0.5)%

 

 

 

5

Country Concentration of Portfolio

 

 

The cost and unrealized appreciation (depreciation) of investments of the Fund at January 31, 2011, as determined on a federal income tax basis, were as follows:

 

Aggregate cost		$	1,590,613,600
Gross unrealized appreciation		$	334,598,821
Gross unrealized depreciation			(34,762,297	)
Net unrealized appreciation		$	299,836,524

 

Written call options activity for the fiscal year to date ended January 31, 2011 was as follows:

 

		Number of				Premiums
		Contracts				Received
Outstanding, beginning of period			7,845			$	19,474,633
Options written			22,375				38,516,217
Options terminated in closing purchase transactions			(22,925	)			(44,727,486	)
Outstanding, end of period			7,295			$	13,263,364

 

All of the assets of the Fund are subject to segregation to satisfy the requirements of the escrow agent. At January 31, 2011, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

 

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund generally intends to write index call options above the current value of the index to generate premium income. In writing index call options, the Fund in effect, sells potential appreciation in the value of the applicable index above the exercise price in exchange for the option premium received. The Fund retains the risk of loss, minus the premium received, should the price of the underlying index decline.

 

At January 31, 2011, the aggregate fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) in a liability position and whose primary underlying risk exposure is equity price risk was $9,244,950.

 

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

 

6

 

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

At January 31, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:

 

		Quoted Prices in
		Active Markets for				Significant Other				Significant
		Identical Assets				Observable Inputs				Unobservable Inputs
Asset Description		(Level 1)				(Level 2)				(Level 3)				Total
Common Stocks
Consumer Discretionary		$	158,691,217			$	27,564,461			$	—			$	186,255,678
Consumer Staples			113,638,245				55,745,376				—				169,383,621
Energy			232,994,845				58,126,663				—				291,121,508
Financials			223,175,195				85,599,700				—				308,774,895
Health Care			139,897,696				44,946,985				—				184,844,681
Industrials			181,972,896				5,453,901				—				187,426,797
Information Technology			326,389,773				11,015,989				—				337,405,762
Materials			89,795,225				16,319,618				—				106,114,843
Telecommunication Services			21,817,946				46,449,989				—				68,267,935
Utilities			23,373,610				10,639,732				—				34,013,342
Total Common Stocks		$	1,511,746,648			$	361,862,414	*		$	—			$	1,873,609,062
Short-Term Investments		$	—			$	16,841,062			$	—			$	16,841,062
Total Investments		$	1,511,746,648			$	378,703,476			$	—			$	1,890,450,124
Liability Description
Call Options Written		$	(9,244,950	)		$	—			$	—			$	(9,244,950	)
Total		$	(9,244,950	)		$	—			$	—			$	(9,244,950	)

 

 

The Fund held no investments or other financial instruments as of October 31, 2010 whose fair value was determined using Level 3 inputs. At January 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the fiscal year to date then ended was not significant.

 

For information on the Fund’s policy regarding the valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements included in its semiannual or annual report to shareholders.

 

7

Item 2. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant on this Form N-Q has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant on this Form N-Q has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the fiscal quarter for which the report is being filed that have materially affected, or are reasonably likely to materially affect the registrant’s internal control over financial reporting.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Tax-Managed Diversified Equity Income Fund

Date: March 24, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 24, 2011

Date: March 24, 2011