EATON VANCE MUNICIPAL INCOME FUND AMENDMENT TO DECLARATION OF TRUST AMENDMENT, made, to the Agreement and Declaration of Trust made October 10, 2002 (hereinafter called the "Declaration") of EATON VANCE MUNICIPAL INCOME FUND, a Massachusetts business...

                        XXXXX XXXXX MUNICIPAL INCOME FUND

                        AMENDMENT TO DECLARATION OF TRUST


     AMENDMENT, made, to the Agreement and Declaration of Trust made October 10,
2002  (hereinafter  called the  "Declaration")  of XXXXX XXXXX MUNICIPAL  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:

                      XXXXX XXXXX MUNICIPAL INCOME TRUST II

     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 Xxxxx
          Xxxxx Municipal Income Trust II.

     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 14th day of October, 2002.


/s/ Xxxxxx X. Xxxxxx                            /s/ Xxxxx X. Xxxxxx
---------------------------------               --------------------------------
Xxxxxx X. Xxxxxx                                Xxxxx X. Xxxxxx






                        THE COMMONWEALTH OF MASSACHUSETTS


Suffolk, ss.                                               Boston, Massachusetts


     Then  personally  appeared  the above  named  Xxxxxx X. Xxxxxx and Xxxxx X.
Xxxxxx,  each of whom  acknowledged the foregoing  instrument to be his free act
and deed.


                                Before me,



                                /s/ Xxxx X. Xxxxxxx
                                ------------------------------------
                                My commission expires:

                                November 27, 2003


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The names and addresses of all the Trustees of the Trust are as follows:


Xxxxxx X. Xxxxxx
0 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX  00000

Xxxxx X. Xxxxxx
00 Xxxxxx Xxxx
Xxxxxxx, XX  00000

Trust Address:
The Xxxxx Xxxxx Building
000 Xxxxx Xxxxxx
Xxxxxx, XX  00000


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