EXHIBIT (a)(2)

                   EATON VANCE RISK-MANAGED EQUITY INCOME FUND

                        AMENDMENT TO DECLARATION OF TRUST

     AMENDMENT, made, to the Agreement and Declaration of Trust made April 4,
2007 hereinafter called the "Declaration") of EATON VANCE RISK-MANAGED EQUITY
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:

            EATON VANCE RISK-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 Eaton Vance
Risk-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 9th day of April, 2007.


/s/ Alan R. Dynner                      /s/ Frederick S. Marius
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Alan R. Dynner                          Frederick S. Marius