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 RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

(Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation)	811-22044 (Commission File Number)	26-0343011 (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	ETJ	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 RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

By: /s/ Deidre E. Walsh

Name: Deidre E. Walsh

Title: Vice President & Chief Legal Officer

Date:   October 10, 2024