BOSTON, Jan. 31, 2014 /PRNewswire/ -- Eaton Vance Risk-Managed Diversified Equity Income Fund (NYSE: ETJ), today announced important information concerning its distribution declared in January 2014. This press release is issued as required by the Fund's managed distribution plan (Plan) and an exemptive order received from the U.S. Securities and Exchange Commission. The Board of Trustees has approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the January distribution. It is not determinative of the tax character of the Fund's distributions for the 2014 calendar year. Shareholders should note that the Fund's total regular distribution amount is subject to change as a result of market conditions or other factors.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: January 2014
Distribution Amount per Common Share: $0.0930

The following table sets forth an estimate of the sources of the Fund's January distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.



                                                 Eaton Vance Risk-Managed Diversified Equity Income Fund
                                                 -------------------------------------------------------

    Source                                       Current Distribution          % of Current                    Cumulative                   % of the Cumulative
                                                                               Distribution              Distributions for the         Distributions for the Fiscal
                                                                                                         Fiscal Year-to-Date(1)               Year-to-Date(1)
    ---                                                                                                  ---------------------                --------------

    Net Investment Income                                      $0.0052                        5.5%                             $0.0052                                5.5%
    ---------------------                                      -------                        ---                              -------                                ---

    Net Realized Short-Term Capital Gains                      $0.0000                        0.0%                             $0.0000                                0.0%
    -------------------------------------                      -------                        ---                              -------                                ---

    Net Realized Long-Term Capital Gains                       $0.0000                        0.0%                             $0.0000                                0.0%
    ------------------------------------                       -------                        ---                              -------                                ---

    Return of Capital or Other Capital Source(s)               $0.0878                       94.5%                             $0.0878                               94.5%
    -------------------------------------------                -------                       ----                              -------                               ----

    Total per common share                                     $0.0930                      100.0%                             $0.0930                              100.0%
    ----------------------                                     -------                      -----                              -------                              -----


    (1)                        The Fund's fiscal
                               year is January 1,
                               2014 to December
                               31, 2014

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with 'yield' or 'income.' The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Set forth in the table below is information relating to the Fund's performance based on its net asset value (NAV) for certain periods.

    Average annual total
     return at NAV for the
     5-year period ended
     on December 31,
     2013(1)                  5.08%
    ----------------------    ----

    Annualized current
     distribution rate
     expressed as a
     percentage of NAV as
     of  December 31,
     2013(2)                  8.77%
    ---------------------     ----

    Cumulative total
     return at NAV for the
     fiscal year through
     December 31, 2013(3)    17.59%
    ----------------------   -----

    Cumulative fiscal year
     to date distribution
     rate as a percentage
     of NAV as of
     December 31, 20134       8.77%
    ----------------------    ----


    1     Average annual total
          return at NAV represents
          the simple arithmetic
          average of the annual
          NAV total returns of the
          Fund for the 5-year
          period ended on December
          31, 2013.

    (2)   The annualized current
          distribution rate is the
          cumulative distribution
          rate annualized as a
          percentage of the Fund's
          NAV as of December 31,
          2013.

    (3)   Cumulative total return
          at NAV is the percentage
          change in the Fund's NAV
          for the period from the
          beginning of its fiscal
          year to December 31,
          2013 including
          distributions paid and
          assuming reinvestment of
          those distributions.

    4     Cumulative fiscal year
          distribution rate for
          the period from the
          beginning of its fiscal
          year to December 31,
          2013 measured on the
          dollar value of
          distributions in the
          year-to-date period as
          a percentage of the
          Fund's NAV as of
          December 31, 2013.

SOURCE Eaton Vance Management