Exhibit (a)(3) EATON VANCE TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND AMENDMENT TO DECLARATION OF TRUST AMENDMENT, made, to the Agreement and Declaration of Trust made October 5, 2005, as amended November 9, 2005 (hereinafter called the...

                                                                  Exhibit (a)(3)

            ▇▇▇▇▇ ▇▇▇▇▇ TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND

                        AMENDMENT TO DECLARATION OF TRUST

AMENDMENT, made, to the Agreement and Declaration of Trust made October 5, 2005,
as amended November 9, 2005 (hereinafter called the "Declaration") of ▇▇▇▇▇
▇▇▇▇▇ TAX-MANAGED PREMIUM AND DIVIDEND INCOME FUND, a Massachusetts business
trust (hereinafter called the "Trust"), by the undersigned being at least a
majority of the Trustees of the Trust in office.

WHEREAS, Section 8.3 of Article VIII of the Declaration empowers the Trustees of
the Trust to amend the Declaration without the vote or consent of Shareholders
to change the name of the Trust;

WHEREAS, the Trustees of the Trust have deemed it desirable to amend the
Declaration in the following manner to change the name of the Trust, and a
majority of the Trustees are empowered to make, execute and file this Amendment
to the Declaration;

NOW, THEREFORE, the undersigned Trustees do hereby amend the Declaration in the
following manner:

1. The caption at the head of the Declaration is hereby amended to read as
follows:

             ▇▇▇▇▇ ▇▇▇▇▇ TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

2. Article I Section 1.1 of the Declaration is hereby amended to read as
follows:

                                    ARTICLE I

Section 1.1. Name. The name of the trust created hereby is ▇▇▇▇▇ ▇▇▇▇▇
Tax-Managed Diversified Equity Income Fund.

This amendment shall be effective upon execution by all of the Trustees.

IN WITNESS WHEREOF, the undersigned Trustees have executed this instrument in
full this 16th day of October, 2006.

/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇           /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------      --------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇               ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇           /s/ Norton ▇. ▇▇▇▇▇▇
-------------------------     --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇               Norton ▇. ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III      /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------     --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III           ▇▇▇▇ ▇. ▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇. Park           /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------     --------------------------------
▇▇▇▇▇▇▇ ▇. Park               ▇▇▇▇▇ ▇. ▇▇▇▇▇


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