EATON VANCE INSURED [NAME OF FUND] FUND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST AMENDMENT effective February 1, 2010, made to the Agreement and Declaration of Trust dated [DATE], as amended, (hereinafter called the "Declaration") of Eaton...

XXXXX XXXXX INSURED [NAME OF FUND]
FUND

AMENDMENT TO AGREEMENT AND
DECLARATION OF TRUST


	AMENDMENT effective February 1, 2010,
made to the Agreement and Declaration of Trust dated
[DATE], as amended, (hereinafter called the
"Declaration") of Xxxxx Xxxxx [NAME OF FUND]
Fund, a Massachusetts business trust (hereinafter called
the "Trust"), by at least a majority of the Trustees of the
Trust in office on October 19, 2009.

	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;

	NOW, THEREFORE, at least a majority of the
duly elected and qualified 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 [NAME OF FUND] 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 Xxxxx Xxxxx [NAME OF
FUND] Fund.


*      *      *      *      *


IN WITNESS WHEREOF, the undersigned certifies this
amendment has been duly adopted at a meeting of the
Board of Trustees held on October 19, 2009.  Signed this
1st day of February, 2010.


_/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Secretary to the Trust

2
Form of DOT Amendment (2)