Eaton Vance Risk-Managed Diversified Equity Income Fund

N-CSRS 1 d16957dncsrs.htm EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND Eaton Vance Risk-Managed Diversified Equity Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-22044

Eaton Vance Risk-Managed Diversified Equity Income Fund

(Exact Name of Registrant as Specified in Charter)

One Post Office Square, Boston, Massachusetts 02109

(Address of Principal Executive Offices)

Deidre E. Walsh

One Post Office Square, Boston, Massachusetts 02109

(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

June 30, 2025

Date of Reporting Period

Item 1. Reports to Stockholders

(a)

Eaton Vance

Risk-Managed Diversified Equity Income Fund (ETJ)

Semi-Annual Report

June 30, 2025

Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.

Managed Distribution Plan. Pursuant to an exemptive order issued by the Securities and Exchange Commission (Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share.

The Fund currently distributes monthly cash distributions equal to $0.0651 per share in accordance with the MDP. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP.

The Fund may distribute more than its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes. The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each calendar year.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Semi-Annual Report June 30, 2025

Eaton Vance

Risk-Managed Diversified Equity Income Fund

Table of Contents
Performance	2
Fund Profile	3
Endnotes and Additional Disclosures	4
Financial Statements	5
Annual Meeting of Shareholders	17
Board of Trustees’ Contract Approval	18
Officers and Trustees	22
U.S. Customer Privacy Notice	23
Important Notices	26

% Average Annual Total Returns¹	Inception Date	Six Months	One Year	Five Years	Ten Years
Fund at NAV	07/31/2007	3.87%	11.25%	9.67%	7.98%
Fund at Market Price	—	1.48	12.30	8.20	8.20

S&P 500® Index	—	6.20%	15.16%	16.63%	13.63%
Cboe S&P 500 95-110 Collar Index^SM	—	(0.08)	6.22	10.04	9.85

Distributions ³
Total Distributions per share for the period	$0.39
Distribution Rate at NAV	8.08%
Distribution Rate at Market Price	8.64

Top 10 Holdings (% of total investments)¹
Microsoft Corp.	8.2%
NVIDIA Corp.	8.0
Apple, Inc.	5.4
Amazon.com, Inc.	5.0
Meta Platforms, Inc., Class A	3.7
Broadcom, Inc.	3.6
Alphabet, Inc., Class C	3.6
Visa, Inc., Class A	2.5
Netflix, Inc.	2.0
Mr. Cooper Group, Inc.	1.9
Total	43.9%

¹	S&P 500® Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. S&P Dow Jones Indices are a product of S&P Dow Jones Indices LLC (“S&P DJI”) and have been licensed for use. S&P® and S&P 500® are registered trademarks of S&P DJI; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P DJI, Dow Jones and their respective affiliates do not sponsor, endorse, sell or promote the Fund, will not have any liability with respect thereto and do not have any liability for any errors, omissions, or interruptions of the S&P Dow Jones Indices. Cboe S&P 500 95–110 Collar Index^SM is an unmanaged index of the S&P 500® stocks with a collar option strategy of buying put options and selling call options. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.
²	The shares of the Fund often trade at a discount or premium to their net asset value. The discount or premium may vary over time and may be higher or lower than what is quoted in this report. For up-to-date premium/discount information, please refer to https://funds.eatonvance.com/closed-end-fund-prices.php.
³	The Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as qualified and non-qualified ordinary dividends, capital gains and nondividend distributions, also known as return of capital. For additional information about nondividend distributions, please refer to Eaton Vance Closed-End Fund Distribution Notices (19a) posted on our website, eatonvance.com. The Fund will determine the federal income tax character of distributions paid to a shareholder after the end of the calendar year. This is reported on the IRS form 1099-DIV and provided to the shareholder shortly after each year-end. For information about the tax character of distributions made in prior calendar years, please refer to Pricing and Performance - Distributions on the Fund’s webpage available at eatonvance.com. In recent years, a significant portion of the Fund’s distributions has been characterized as a return of capital. The Fund’s distributions are determined by the investment adviser based on its current assessment of the Fund’s long-term return potential. Fund distributions may be affected by numerous factors including changes in Fund performance, the cost of financing for leverage, portfolio holdings, realized and projected returns, and other factors. As portfolio and market conditions change, the rate of distributions paid by the Fund could change.

Security	Shares		Value
Aerospace & Defense — 1.1%
HEICO Corp.⁽¹⁾		21,068	$ 6,910,304
			$ 6,910,304
Beverages — 1.7%
Coca-Cola Co.⁽¹⁾		158,556	$ 11,217,837
			$ 11,217,837
Biotechnology — 1.6%
AbbVie, Inc.⁽¹⁾		56,399	$ 10,468,782
			$ 10,468,782
Broadline Retail — 5.1%
Amazon.com, Inc.⁽¹⁾⁽²⁾		151,182	$ 33,167,819
			$ 33,167,819
Building Products — 1.2%
Carrier Global Corp.⁽¹⁾		107,722	$ 7,884,173
			$ 7,884,173
Capital Markets — 5.3%
Blue Owl Capital, Inc.⁽¹⁾		264,491	$ 5,080,872
Intercontinental Exchange, Inc.⁽¹⁾		60,609	11,119,933
S&P Global, Inc.⁽¹⁾		16,093	8,485,678
Tradeweb Markets, Inc., Class A⁽¹⁾		66,184	9,689,338
			$ 34,375,821
Chemicals — 1.1%
Linde PLC⁽¹⁾		14,515	$ 6,810,148
			$ 6,810,148
Commercial Services & Supplies — 1.1%
Waste Connections, Inc.⁽¹⁾		36,480	$ 6,811,546
			$ 6,811,546
Consumer Staples Distribution & Retail — 2.7%
BJ's Wholesale Club Holdings, Inc.⁽¹⁾⁽²⁾		56,307	$ 6,071,584
Walmart, Inc.⁽¹⁾		119,612	11,695,661
			$ 17,767,245
Electrical Equipment — 2.2%
AMETEK, Inc.⁽¹⁾		37,324	$ 6,754,151

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
^†	Amount is less than 0.05% or (0.05)%, as applicable.
⁽¹⁾	Security (or a portion thereof) has been pledged as collateral for written options.
⁽²⁾	Non-income producing security.
⁽³⁾	May be deemed to be an affiliated investment company (see Note 7). The rate shown is the annualized seven-day yield as of June 30, 2025.

Purchased Put Options (Exchange-Traded) — 0.1%
Description	Number of Contracts	Notional Amount		Exercise Price		Expiration Date	Value
S&P 500 Index	84	$	52,121,580	$	5,750	7/1/25	$ 840
S&P 500 Index	84		52,121,580		5,780	7/2/25	840
S&P 500 Index	84		52,121,580		5,775	7/7/25	2,940
S&P 500 Index	84		52,121,580		5,830	7/9/25	14,280
S&P 500 Index	85		52,742,075		5,700	7/11/25	11,135
S&P 500 Index	83		51,501,085		5,825	7/14/25	29,880
S&P 500 Index	84		52,121,580		5,750	7/16/25	45,528
S&P 500 Index	84		52,121,580		5,715	7/18/25	44,520
S&P 500 Index	83		51,501,085		5,840	7/21/25	99,600
S&P 500 Index	84		52,121,580		5,875	7/23/25	126,420
S&P 500 Index	83		51,501,085		5,960	7/25/25	199,283
S&P 500 Index	83		51,501,085		5,975	7/28/25	228,997
Total							$804,263

Written Call Options (Exchange-Traded) — (1.2)%
Description	Number of Contracts	Notional Amount		Exercise Price		Expiration Date	Value
S&P 500 Index	84	$	52,121,580	$	6,125	7/1/25	$ (654,528)
S&P 500 Index	84		52,121,580		6,150	7/2/25	(457,800)
S&P 500 Index	84		52,121,580		6,150	7/7/25	(578,760)
S&P 500 Index	84		52,121,580		6,175	7/9/25	(542,220)
S&P 500 Index	85		52,742,075		6,130	7/11/25	(948,345)
S&P 500 Index	83		51,501,085		6,175	7/14/25	(633,954)
S&P 500 Index	84		52,121,580		6,150	7/16/25	(882,000)
S&P 500 Index	84		52,121,580		6,115	7/18/25	(1,063,440)
S&P 500 Index	83		51,501,085		6,200	7/21/25	(664,830)
S&P 500 Index	84		52,121,580		6,250	7/23/25	(449,400)
S&P 500 Index	83		51,501,085		6,325	7/25/25	(296,725)
S&P 500 Index	83		51,501,085		6,325	7/28/25	(330,340)
Total							$(7,502,342)

	June 30, 2025
Assets
Unaffiliated investments, at value (identified cost $362,151,325)	$ 659,769,947
Affiliated investments, at value (identified cost $110,953)	110,953
Dividends receivable	248,585
Dividends receivable from affiliated investments	6,660
Receivable for premiums on written options	566,879
Tax reclaims receivable	17,068
Trustees' deferred compensation plan	121,407
Total assets	$660,841,499
Liabilities
Written options outstanding, at value (premiums received $3,734,504)	$ 7,502,342
Payable for closed written options	1,412,026
Due to custodian	260,887
Payable to affiliates:
Investment adviser fee	524,970
Trustees' fees	10,575
Trustees' deferred compensation plan	121,407
Accrued expenses	250,089
Total liabilities	$ 10,082,296
Net Assets	$650,759,203
Sources of Net Assets
Common shares, $0.01 par value, unlimited number of shares authorized	$ 673,018
Additional paid-in capital	366,054,952
Distributable earnings	284,031,233
Net Assets	$650,759,203
Common Shares Issued and Outstanding	67,301,787
Net Asset Value Per Common Share
Net assets ÷ common shares issued and outstanding	$ 9.67

	Six Months Ended
	June 30, 2025
Investment Income
Dividend income (net of foreign taxes withheld of $7,364)	$ 2,371,628
Dividend income from affiliated investments	163,657
Total investment income	$ 2,535,285
Expenses
Investment adviser fee	$ 3,161,427
Trustees’ fees and expenses	21,776
Custodian fee	119,160
Transfer and dividend disbursing agent fees	8,999
Legal and accounting services	78,791
Printing and postage	92,784
Miscellaneous	50,365
Total expenses	$ 3,533,302
Deduct:
Waiver and/or reimbursement of expenses by affiliates	$ 5,743
Total expense reductions	$ 5,743
Net expenses	$ 3,527,559
Net investment loss	$ (992,274)
Realized and Unrealized Gain (Loss)
Net realized gain (loss):
Investment transactions	$ 36,201,624
Written options	(13,527,681)
Foreign currency transactions	12
Net realized gain	$ 22,673,955
Change in unrealized appreciation (depreciation):
Investments	$ 6,523,378
Written options	(6,095,074)
Net change in unrealized appreciation (depreciation)	$ 428,304
Net realized and unrealized gain	$ 23,102,259
Net increase in net assets from operations	$ 22,109,985

% Premium/Discount to NAV²
As of period end	(6.51)%

Security	Shares		Value
Electrical Equipment (continued)
Eaton Corp. PLC⁽¹⁾		22,020	$ 7,860,920
			$ 14,615,071
Electronic Equipment, Instruments & Components — 1.2%
Amphenol Corp., Class A⁽¹⁾		78,582	$ 7,759,972
			$ 7,759,972
Entertainment — 4.3%
Liberty Media Corp.-Liberty Formula One, Class C⁽¹⁾⁽²⁾		105,589	$ 11,034,051
Netflix, Inc.⁽¹⁾⁽²⁾		9,677	12,958,761
Spotify Technology SA⁽¹⁾⁽²⁾		5,400	4,143,636
			$ 28,136,448
Financial Services — 6.3%
Mr. Cooper Group, Inc.⁽¹⁾⁽²⁾		82,687	$ 12,337,727
Shift4 Payments, Inc., Class A⁽¹⁾⁽²⁾		122,444	12,135,425
Visa, Inc., Class A⁽¹⁾		46,308	16,441,656
			$ 40,914,808
Health Care Equipment & Supplies — 3.3%
Abbott Laboratories⁽¹⁾		68,569	$ 9,326,070
Edwards Lifesciences Corp.⁽¹⁾⁽²⁾		79,727	6,235,448
Intuitive Surgical, Inc.⁽¹⁾⁽²⁾		10,495	5,703,088
			$ 21,264,606
Health Care Providers & Services — 2.7%
Humana, Inc.⁽¹⁾		19,353	$ 4,731,422
McKesson Corp.⁽¹⁾		8,985	6,584,028
Quest Diagnostics, Inc.⁽¹⁾		34,559	6,207,833
			$ 17,523,283
Hotels, Restaurants & Leisure — 3.7%
Booking Holdings, Inc.⁽¹⁾		1,093	$ 6,327,639
Flutter Entertainment PLC⁽¹⁾⁽²⁾		38,015	10,863,166
Marriott International, Inc., Class A⁽¹⁾		25,731	7,029,967
			$ 24,220,772
Insurance — 3.1%
Allstate Corp.⁽¹⁾		53,221	$ 10,713,920
Arthur J. Gallagher & Co.⁽¹⁾		28,512	9,127,261
			$ 19,841,181
Interactive Media & Services — 7.4%
Alphabet, Inc., Class C⁽¹⁾		131,433	$ 23,314,900

Security	Shares		Value
Interactive Media & Services (continued)
Meta Platforms, Inc., Class A⁽¹⁾		33,369	$ 24,629,325
			$ 47,944,225
IT Services — 0.9%
Gartner, Inc.⁽¹⁾⁽²⁾		15,206	$ 6,146,569
			$ 6,146,569
Machinery — 0.8%
Parker-Hannifin Corp.⁽¹⁾		7,210	$ 5,035,969
			$ 5,035,969
Oil, Gas & Consumable Fuels — 2.6%
ConocoPhillips ⁽¹⁾		101,454	$ 9,104,482
EQT Corp.⁽¹⁾		129,943	7,578,276
			$ 16,682,758
Pharmaceuticals — 2.6%
Eli Lilly & Co.⁽¹⁾		13,620	$ 10,617,198
Zoetis, Inc.⁽¹⁾		41,725	6,507,014
			$ 17,124,212
Professional Services — 3.6%
Automatic Data Processing, Inc.⁽¹⁾		24,674	$ 7,609,461
Booz Allen Hamilton Holding Corp.⁽¹⁾		52,852	5,503,479
TransUnion ⁽¹⁾		117,546	10,344,048
			$ 23,456,988
Real Estate Management & Development — 1.9%
CoStar Group, Inc.⁽¹⁾⁽²⁾		56,295	$ 4,526,118
FirstService Corp.⁽¹⁾		44,236	7,724,490
			$ 12,250,608
Semiconductors & Semiconductor Equipment — 14.5%
Analog Devices, Inc.⁽¹⁾		31,055	$ 7,391,711
Broadcom, Inc.⁽¹⁾		86,487	23,840,142
Lam Research Corp.⁽¹⁾		110,322	10,738,743
NVIDIA Corp.⁽¹⁾		332,328	52,504,501
			$ 94,475,097
Software — 11.8%
Fair Isaac Corp.⁽¹⁾⁽²⁾		4,548	$ 8,313,562
Microsoft Corp.⁽¹⁾		108,960	54,197,793
Palo Alto Networks, Inc.⁽¹⁾⁽²⁾		40,581	8,304,496
Synopsys, Inc.⁽¹⁾⁽²⁾		11,822	6,060,903
			$ 76,876,754

Security	Shares		Value
Specialty Retail — 2.1%
Burlington Stores, Inc.⁽¹⁾⁽²⁾		27,939	$ 6,499,729
TJX Cos., Inc.⁽¹⁾		60,196	7,433,604
			$ 13,933,333
Technology Hardware, Storage & Peripherals — 5.4%
Apple, Inc.⁽¹⁾		172,293	$ 35,349,355
			$ 35,349,355
Total Common Stocks (identified cost $358,705,889)			$658,965,684

	Six Months Ended June 30, 2025 (Unaudited)	Year Ended December 31, 2024
Increase (Decrease) in Net Assets
From operations:
Net investment loss	$ (992,274)	$ (1,235,890)
Net realized gain	22,673,955	32,190,647
Net change in unrealized appreciation (depreciation)	428,304	104,040,382
Net increase in net assets from operations	$ 22,109,985	$134,995,139
Distributions to shareholders	$ (26,288,078)*	$ (30,372,308)
Tax return of capital to shareholders	$ —	$ (20,750,130)
Net increase (decrease) in net assets	$ (4,178,093)	$ 83,872,701
Net Assets
At beginning of period	$ 654,937,296	$ 571,064,595
At end of period	$650,759,203	$654,937,296

	Six Months Ended June 30, 2025 (Unaudited)	Year Ended December 31,
	Six Months Ended June 30, 2025 (Unaudited)	2024	2023	2022	2021	2020
Net asset value — Beginning of period	$ 9.73	$ 8.49	$ 7.99	$ 10.38	$ 10.08	$ 9.34
Income (Loss) From Operations
Net investment income (loss)⁽¹⁾	$ (0.01)	$ (0.02)	$ 0.02	$ 0.04	$ 0.04	$ 0.07
Net realized and unrealized gain (loss)	0.34	2.02	1.17	(1.56)	1.16	1.58
Total income (loss) from operations	$ 0.33	$ 2.00	$ 1.19	$ (1.52)	$ 1.20	$ 1.65
Less Distributions
From net investment income	$ (0.39)*	$ —	$ (0.02)	$ (0.03)	$ (0.04)	$ (0.08)
From net realized gain	—	(0.45)	(0.62)	(0.55)	(0.18)	(0.19)
Tax return of capital	—	(0.31)	(0.05)	(0.30)	(0.69)	(0.64)
Total distributions	$ (0.39)	$ (0.76)	$ (0.69)	$ (0.88)	$ (0.91)	$ (0.91)
Premium from common shares sold through shelf offering (see Note 5)⁽¹⁾	$ —	$ —	$ —	$ 0.01	$ 0.01	$ —
Net asset value — End of period	$ 9.67	$ 9.73	$ 8.49	$ 7.99	$ 10.38	$ 10.08
Market value — End of period	$ 9.04	$ 9.31	$ 7.84	$ 7.50	$ 10.69	$ 10.37
Total Investment Return on Net Asset Value⁽²⁾	3.87% ⁽³⁾	24.90%	15.94%	(14.93)%	12.35%	18.78%
Total Investment Return on Market Value⁽²⁾	1.48% ⁽³⁾	29.42%	14.05%	(22.46)%	12.47%	22.33%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$650,759	$654,937	$571,065	$537,472	$677,045	$643,771
Ratios (as a percentage of average daily net assets):⁽⁴⁾
Total expenses	1.12% ⁽⁵⁾	1.10%	1.13%	1.12%	1.10%	1.11%
Net expenses	1.12% ⁽⁵⁾⁽⁶⁾	1.10% ⁽⁶⁾	1.13% ⁽⁶⁾	1.12% ⁽⁶⁾	1.10%	1.11%
Net investment income (loss)	(0.31)% ⁽⁵⁾	(0.20)%	0.25%	0.39%	0.44%	0.70%
Portfolio Turnover	23% ⁽³⁾	40%	73%	55%	41%	52%

⁽¹⁾	Computed using average shares outstanding.
⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Fund's dividend reinvestment plan.
⁽³⁾	Not annualized.
⁽⁴⁾	Total expenses do not reflect amounts reimbursed and/or waived by the adviser and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund.
⁽⁵⁾	Annualized.
⁽⁶⁾	Includes a reduction by the investment adviser of a portion of its adviser fee due to the Fund's investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the six months ended June 30, 2025 and the years ended December 31, 2024, 2023 and 2022).
*	A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.

Aggregate cost	$359,296,625
Gross unrealized appreciation	$ 301,802,249
Gross unrealized depreciation	(8,720,316)
Net unrealized appreciation	$293,081,933

	Fair Value
Derivative	Asset Derivative⁽¹⁾	Liability Derivative⁽²⁾
Purchased options	$ 804,263	$ —
Written options	—	(7,502,342)
Total	$804,263	$(7,502,342)

⁽¹⁾	Statement of Assets and Liabilities location: Unaffiliated investments, at value.
⁽²⁾	Statement of Assets and Liabilities location: Written options outstanding, at value.

Derivative	Realized Gain (Loss) on Derivatives Recognized in Income⁽¹⁾	Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income⁽²⁾
Purchased options	$ 5,820,813	$ (4,758,241)
Written options	(13,527,681)	(6,095,074)
Total	$ (7,706,868)	$(10,853,315)

⁽¹⁾	Statement of Operations location: Net realized gain (loss) - Investment transactions and Written options, respectively.
⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) - Investments and Written options, respectively.

Name	Value, beginning of period	Purchases	Sales proceeds	Net realized gain (loss)	Change in unrealized appreciation (depreciation)	Value, end of period	Dividend income	Shares, end of period
Short-Term Investments
Liquidity Fund	$4,185,156	$77,394,482	$(81,468,685)	$ —	$ —	$110,953	$163,657	110,953

•	Level 1 – quoted prices in active markets for identical investments
•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
•	Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments)

Asset Description	Level 1	Level 2	Level 3	Total
Common Stocks	$ 658,965,684*	$ —	$ —	$ 658,965,684
Short-Term Investments	110,953	—	—	110,953
Purchased Put Options	804,263	—	—	804,263
Total Investments	$ 659,880,900	$ —	$ —	$ 659,880,900
Liability Description
Written Call Options	$ (7,502,342)	$ —	$ —	$ (7,502,342)
Total	$ (7,502,342)	$ —	$ —	$ (7,502,342)

	Number of Shares
Nominees for Trustee	For	Withheld
Mark R. Fetting	51,178,547	1,182,174
Valerie A. Mosley	51,161,820	1,198,901
Marcus L. Smith	51,204,398	1,156,323

Officers
R. Kelly Williams, Jr. President	Nicholas S. Di Lorenzo Secretary
Deidre E. Walsh Vice President and Chief Legal Officer	Laura T. Donovan Chief Compliance Officer
James F. Kirchner Treasurer

Mark R. Fetting Chairperson
Alan C. Bowser
Cynthia E. Frost
George J. Gorman
Valerie A. Mosley

Keith Quinton
Marcus L. Smith
Nancy Wiser Stefani
Susan J. Sutherland
Scott E. Wennerholm

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: ■ Social Security number and income ■ investment experience and risk tolerance ■ checking account information and wire transfer instructions

How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Eaton Vance share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No*
For our affiliates’ everyday business purposes — information about your creditworthiness	Yes	Yes*
For our affiliates to market to you	Yes	Yes*
For nonaffiliates to market to you	No	We don’t share

To limit our sharing	Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.
Questions?	Call toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com

Who we are
Who is providing this notice?	Eaton Vance Management and our investment management affiliates (“Eaton Vance”) (see Affiliates definition below.)
What we do
How does Eaton Vance protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information.
How does Eaton Vance collect my personal information?	We collect your personal information, for example, when you ■ open an account or make deposits or withdrawals from your account ■ buy securities from us or make a wire transfer ■ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ■ sharing for affiliates’ everyday business purposes — information about your creditworthiness ■ affiliates from using your information to market to you ■ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. (See below for more on your rights under state law.)
What happens when I limit sharing for an account I hold jointly with someone else?	Your choices will apply to everyone on your account.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ■ Our affiliates include registered investment advisers such as Eaton Vance Management, Eaton Vance Advisers International Ltd., Boston Management and Research, Calvert Research and Management, Parametric Portfolio Associates LLC, Atlanta Capital Management Company LLC, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Co.; registered broker-dealers such as Morgan Stanley Distributors Inc. and Eaton Vance Distributors, Inc. (together, the “Investment Management Affiliates”); and companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. (the “Morgan Stanley Affiliates”).
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ■ Eaton Vance does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Eaton Vance does not jointly market.
Other important information


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Principal Financial Officer’s Section 302 certification.

(a)(2)(ii)		Principal Executive Officer’s Section 302 certification.

(b)		Combined Section 906 certification.

(c)		Registrant’s notices to shareholders pursuant to Registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions paid pursuant to the Registrant’s Managed Distribution Plan.

SEC Form N-CSRS filed by Eaton Vance Risk-Managed Diversified Equity Income Fund