REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Trustees and Shareholders of Eaton Vance Risk-Managed Diversified Equity
Income Fund:
In
planning and performing our audit of the financial statements of Eaton Vance
Risk-Managed Diversified Equity Income Fund (the "Fund") as of and
for the year ended December 31, 2023, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB), we
considered the Fund's internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting. Accordingly, we express no such opinion.
The
management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A fund's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A fund's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the fund
are being made only in accordance with authorizations of management and
trustees of the fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of a
fund's assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
A
deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
fund's annual or interim financial statements will not be prevented or detected
on a timely basis.
Our
consideration of the Fund's internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the PCAOB. However, we noted no deficiencies in
the Fund's internal control over financial reporting and its operation,
including controls for safeguarding securities, that we consider to be a material
weakness, as defined above, as of December 31, 2023.
This
report is intended solely for the information and use of management and the
Trustees of Eaton Vance Risk- Managed Diversified Equity Income Fund and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 20, 2024