Exhibit (a)(2) EATON VANCE SENIOR FLOATING-RATE FUND AMENDMENT TO DECLARATION OF TRUST AMENDMENT, made, to the Agreement and Declaration of Trust made August 5, 2003 (hereinafter called the "Declaration") of EATON VANCE SENIOR FLOATING- RATE FUND, a...

                                                                  Exhibit (a)(2)


                      XXXXX XXXXX SENIOR FLOATING-RATE FUND

                        AMENDMENT TO DECLARATION OF TRUST


     AMENDMENT, made, to the Agreement and Declaration of Trust made August 5,
2003 (hereinafter called the "Declaration") of XXXXX XXXXX SENIOR FLOATING-RATE
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 SENIOR FLOATING-RATE TRUST

     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
     Senior Floating-Rate Trust.

     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 15th day of October, 2003.


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





                        THE COMMONWEALTH OF MASSACHUSETTS


Suffolk, ss.                                               Boston, Massachusetts


     Then personally appeared the above named Xxxxx X. Xxxxxx and Xxxx 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