ETY Eaton Vance Tax Managed Diversified Equity Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 10, 2024

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

(Exact name of registrant as specified in its charter)

 

Massachusetts (State or other jurisdiction of incorporation)	811-21832 (Commission File Number)	20-5767064 (IRS Employer Identification No.)
One Post Office Square Boston, Massachusetts (Address of principal executive offices)		02109 (Zip Code)

(617) 482-8260
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Titles of Each Class	Trading Symbol	Name of exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value	ETY	NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 26, 2023, the Board of Trustees of the Fund (the “Board”) voted to exempt, on a going forward basis, all prior and, until further notice, new acquisitions of Fund shares that otherwise might be deemed “Control Share Acquisitions” under the Fund’s Amended and Restated By-Laws (the “By-Laws”) from the provisions of the By-Laws addressing “Control Share Acquisitions” (the “Control Share Provisions”). On October 10, 2024, the Board adopted Amendment No. 1 to the By-Laws to formally eliminate the Control Share Provisions and to make certain related conforming changes.

 

A copy of Amendment No. 1 to the By-Laws is attached hereto as Exhibit 5.03 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

 

Exhibit Number	Description
5.03	Amendment No. 1 to the Amended and Restated Bylaws of the Fund, effective as of October 10, 2024

 

 

SIGNATURE

 

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

 

 

 

 

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

 

 

By: /s/ Deidre E. Walsh

Name: Deidre E. Walsh

Title: Vice President & Chief Legal Officer

 

Date:   October 10, 2024

 

 

 

EXHIBIT 5.03

 

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS

 

OF

 

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

 

 

 

This Amendment No. 1 to the Amended and Restated By-Laws of Eaton Vance Tax-Managed Diversified Equity Income Fund, effective as of August 13, 2020 (the “By-Laws”), is made as of October 10, 2024, in accordance with Article XV of the By-Laws. Capitalized terms used herein and not otherwise herein defined are used as defined in the By-Laws.

 

1.

The first paragraph under Article IV, Section 5 is hereby amended to read in its entirety as follows:

 

SECTION 5. Voting. At each meeting of the shareholders, every shareholder of the Trust shall be entitled to one vote in person or by proxy for each share of the Trust held by such shareholder then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such meeting, or if the books be not closed and no record date be fixed, at the time of the meeting. The record holder of a fraction of a share shall be entitled in like manner to corresponding fraction of a vote. Notwithstanding the foregoing, the Trustees may, in connection with the establishment of any class (or series) of shares or in proxy materials for any meeting of shareholders or in other solicitation materials or by vote or other action duly taken by them, establish conditions under which the several classes (or series) shall have separate voting rights or no voting rights.

 

2.

Article XIII is hereby deleted in its entirety and replaced with “Reserved.”

 

3.

Except as specifically amended herein, the By-Laws shall remain unchanged and in full force and effect.

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