EATON VANCE LOW DURATION DIVERSIFIED INCOME FUND AMENDMENT TO DECLARATION OF TRUST AMENDMENT, made, to the Agreement and Declaration of Trust made April 15, 2004 (hereinafter called the "Declaration") of EATON VANCE LOW DURATION DIVERSIFIED INCOME...

                XXXXX XXXXX LOW DURATION DIVERSIFIED INCOME FUND

                        AMENDMENT TO DECLARATION OF TRUST


     AMENDMENT,  made, to the Agreement and  Declaration of Trust made April 15,
2004  (hereinafter  called  the  "Declaration")  of  XXXXX  XXXXX  LOW  DURATION
DIVERSIFIED 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 SHORT DURATION DIVERSIFIED 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 Xxxxx Xxxxx
     Short Duration Diversified 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 29th day of November, 2004.

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




                        THE COMMONWEALTH OF MASSACHUSETTS


Suffolk, ss.                                               Boston, Massachusetts


     On this 29th day of  November,  2004,  before  me, the  undersigned  notary
public,  personally  appeared  the above named  Xxxxxx X. Xxxxx Xx. and Xxxxx X.
Xxxxxx,  proved to me through  satisfactory  evidence of  identification,  which
consisted of personal knowledge, to be the persons whose names are signed on the
preceding  document  in my  presence  and who swore or  affirmed  to me that the
contents  of the  document  are  truthful  and  accurate  to the  best of  their
knowledge and belief.


                                           Before me,


                                           /s/ Xxxxx X. Xxxx
                                           -----------------------------
                                           My commission expires: July 15, 2005

                                       2


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


Xxxxxx X. Xxxxx Xx.
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX  00000

Xxxxx X. Xxxxxx
00 Xxxxxx Xxxx
Xxxxxxx, XX  00000

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

                                       3