EATON VANCE MUTUAL FUNDS TRUST
485APOS, EX-99.(O)(1), 2000-06-23
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                                                                  Exhibit (o)(1)


                              AMENDED AND RESTATED
                    MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS

                               Dated June 19, 2000


     WHEREAS,  each  trust  (each a  "Trust")  listed on  Schedule  A engages in
business as an open-end  investment  company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");

     WHEREAS,  the  Trustees  (hereafter  the  "Trustees")  of each  Trust  have
established  multiple  classes  of  shares of the  series  of the Trust  (each a
"Fund") which series are listed on Schedule A hereto,  such classes  having been
designated Class A, Class B, Class C, Class I and Class S (the "Classes");

     WHEREAS,  each Fund is established in accordance  with Section  18(f)(2) of
the Act,  its shares are  registered  on Form N-1A under the  Securities  Act of
1933,  and it is entitled to have a multiple class plan adopted on its behalf by
the Trust pursuant to Rule 18f-3 under the Act;

     WHEREAS, the Trustees of each Trust adopted a Multiple Class Plan for Eaton
Vance  Funds  dated June 23,  1997,  amended  February  22, 1999 for Eaton Vance
Mutual Funds Trust;

     WHEREAS,  the Trustees of the Trust desire to amend and restate  herein the
separate arrangements,  expense allocations, and any related conversion features
or exchange privileges of the Classes; and

     WHEREAS,  the Trustees of the Trust (including a majority of those Trustees
who are not interested  persons of the Trust) have  determined  that adoption of
this Multiple Class Plan, including the expense allocations set forth herein, is
in the best interests of each Class individually and each Fund as a whole.

     NOW,  THEREFORE,  each Trust hereby  adopts this  Multiple  Class Plan (the
"Plan") on behalf of each Fund in  accordance  with Rule 18f-3 under the Act and
containing the following terms and conditions:

     1. Pursuant to each Fund's  contractual  arrangements  and various  actions
taken by the Trustees and as described in the Funds' prospectuses, each Class of
shares is subject to different  distribution  arrangements  and  accordingly  is
subject to different expenses related thereto,  including  distribution fees and
shareholder  service expenses.  Class A shares are offered subject to an initial
sales  charge and are subject to service fee  payments in amounts not  exceeding
 .25% of the average daily net assets  attributable to such Class for each fiscal
year.  Class B shares are  offered  subject to a declining  contingent  deferred
sales  charge,  a  distribution  fee of .75% of its average daily net assets and
service  fee  payments in amounts not  exceeding  .25% of the average  daily net
assets  attributable  to such  Class for each  fiscal  year.  Class C shares are
offered subject to a 1% contingent  deferred sales charge for redemption  within
the first year, a  distribution  fee of .75% of its average daily net assets and
service  fee  payments in amounts not  exceeding  .25% of the average  daily net
assets  attributable  to such  Class for each  fiscal  year.  Class I shares are
offered  at net  asset  value  to  certain  investors  and  are not  subject  to
distribution or service fee payments. Class S shares may be offered subject to a



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declining  contingent  deferred  sales  charge  of 1% in the  first  year  after
purchase and 1/2 of 1% in the second  year,  and service fee payments in amounts
not exceeding  .20% of average daily net assets  attributable  to such Class for
each  fiscal  year.  These  fees and sales  charges  may change  over  time.  As
described in the Funds'  prospectuses,  the sales charges described above may be
reduced or waived under certain circumstances.

     2. At the  discretion of the  Treasurer of the Trust,  each Class may pay a
different  share of other expenses (not including  advisory or custodial fees or
other  expenses  related  to the  management  of the Fund's  assets,  except for
performance  based  advisory  fees) that are  actually  incurred  in a different
amount by that Class or if the Class receives services of a different kind or to
a different  degree than  another  Class.  Such  expenses  include,  but are not
limited  to,  the  following  (a)  transfer  agency  costs  (including  entities
performing account maintenance,  dividend disbursing or subaccounting activities
and  administration  of  dividend   reinvestment,   systematic   investment  and
withdrawal plans)  attributable to a Class, (b) the cost of preparing,  printing
and  mailing  materials  such as  shareholder  reports,  prospectuses  and proxy
materials to current  shareholders of a Class, (c) any  registration,  notice or
filing fees of the  Securities  and  Exchange  Commission  and state  securities
agencies,  (d) the expense of administrative  personnel and services required to
support the shareholders of a Class, (e) Trustees' fees or expenses  incurred as
a result of issues or matters relating to a Class,  and (f) legal,  auditing and
accounting   expenses   relating  to  a  Class.  The  benefit  of  a  waiver  or
reimbursement  of  expenses  may be  received  in  different  amounts by Classes
provided the Class receiving the waiver or reimbursement  incurred or would have
incurred such expenses  pursuant to the  foregoing.  Such expense  allocation is
subject to the  continuing  availability  of revenue  procedures of the Internal
Revenue  Service to the  effect  that such  allocations  will not result in such
Fund's dividends or distributions  constituting  "preferential  dividends" under
the Internal Revenue Code.

     3. Income,  realized and unrealized  capital gains and losses, and expenses
of the Fund not allocated to a particular  Class pursuant to the foregoing shall
be  allocated to each Class on the basis of the net asset value of that Class in
relation to the net asset value of the Fund.

     4. Class B shares of each series of Eaton Vance  Investment  Trust held for
the longer of (i) four years or (ii) the time at which the  contingent  deferred
sales charge  applicable to such shares  expires will  automatically  convert to
such Class A shares of such series.  Such conversion will occur during the month
following  the  expiration  of the  holding  period.  Such  conversion  shall be
effected  on the basis of the  relative  net asset  values  per share of the two
Classes  without the  imposition  of any sales load,  fee or other  charge.  For
purposes of this conversion, all distributions paid on such Class B shares which
the  shareholder  elects to reinvest in Class B shares will be  considered to be
held in a separate  sub-account.  Upon the conversion of such Class B shares not
acquired  through the reinvestment of  distributions,  a pro rata portion of the
Class B shares held in the sub-account will also convert to such Class A shares.
This  portion  will be  determined  by the ratio that such Class B shares  being
converted bear to the total of Class B shares (excluding shares acquired through
reinvestment) in the account.

     5. For Funds whose registration statements became effective on or after May
12, 2000, with a Class B, each newly offered Class B share ("New Class B") shall
automatically  convert to Class A shares of the same Fund on the  eighth  annual
anniversary on which New Class B shares were purchased,  unless  otherwise noted
on  Schedule  A. Such  conversion  will  occur  during the month  following  the
expiration of the holding period. Such conversion shall be effected on the basis
of the  relative  net asset  values  per share of the two  Classes  without  the
imposition  of any  sales  load,  fee or  other  charge.  For  purposes  of this
conversion,  all  distributions  paid  on such  New  Class B  shares  which  the
shareholder elects to be reinvested in such shares will be considered to be held
in a separate  sub-account.  Upon the  conversion of such New Class B shares not


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acquired through the reinvestment of  distributions,  a pro rata portion of such
shares held in the sub-account will also convert to Class A shares. This portion
will be  determined  by the ratio that such New Class B shares  being  converted
bear  to  the  total  of  such  shares   (excluding   shares  acquired   through
reinvestment) in the account.

     6. Shares of one Class of a Fund may be  voluntarily  converted  to another
Class of the same Fund that bears lower fixed  expenses at the  discretion  of a
shareholder  if the  conversion is at relative net asset values and is permitted
by the disclosure documents of the Fund.

     7. Each  Class of shares  may be  exchanged  for shares of the same type of
other  funds in the Eaton Vance  family of funds,  which may change from time to
time,  subject to terms,  conditions and  limitations  set forth in the relevant
prospectuses.

     8. This Plan shall not take effect until after it has been approved by both
a majority of Trustees and a majority of those  Trustees who are not  interested
persons of a Trust.

     9. This Plan shall continue indefinitely, unless terminated or amended. All
material  amendments  to this Plan shall be approved in the manner  provided for
Trustee  approval of this Plan in Section 8.  Additional  series of a Trust with
Classes of shares  may become  subject  to this Plan upon  Trustee  approval  as
provided for in Section 8 and amendment of Schedule A hereto.

                                      * * *


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                                   SCHEDULE A

                            EATON VANCE GROWTH TRUST
                            ------------------------

                Eaton Vance Asian Small Companies Fund
                Eaton Vance Greater China Growth Fund
                Eaton Vance Growth Fund
                Eaton Vance Information Age Fund
                Eaton Vance Worldwide Developing Resources Fund
                Eaton Vance Worldwide Health Sciences Fund

                          EATON VANCE INVESTMENT TRUST
                          ----------------------------

                Eaton Vance California Limited Maturity Municipals Fund
                Eaton Vance Florida Limited Maturity Municipals Fund
                Eaton Vance Massachusetts Limited Maturity Municipals Fund
                Eaton Vance National Limited Maturity Municipals Fund
                Eaton Vance New Jersey Limited Maturity Municipals Fund
                Eaton Vance New York Limited Maturity Municipals Fund
                Eaton Vance Ohio Limited Maturity Municipals Fund
                Eaton Vance Pennsylvania Limited Maturity Municipals Fund

                          EATON VANCE MUNICIPALS TRUST
                          ----------------------------

                Eaton Vance Alabama Municipals Fund
                Eaton Vance Arizona Municipals Fund
                Eaton Vance Arkansas Municipals Fund
                Eaton Vance California Municipals Fund
                Eaton Vance Colorado Municipals Fund
                Eaton Vance Connecticut Municipals Fund
                Eaton Vance Florida Municipals Fund
                Eaton Vance Georgia Municipals Fund
                Eaton Vance Kentucky Municipals Fund
                Eaton Vance Louisiana Municipals Fund
                Eaton Vance Maryland Municipals Fund
                Eaton Vance Massachusetts Municipals Fund
                Eaton Vance Michigan Municipals Fund
                Eaton Vance Minnesota Municipals Fund
                Eaton Vance Mississippi Municipals Fund
                Eaton Vance Missouri Municipals Fund
                Eaton Vance National Municipals Fund
                Eaton Vance New Jersey Municipals Fund
                Eaton Vance New York Municipals Fund
                Eaton Vance North Carolina Municipals Fund
                Eaton Vance Ohio Municipals Fund
                Eaton Vance Oregon Municipals Fund
                Eaton Vance Pennsylvania Municipals Fund
                Eaton Vance Rhode Island Municipals Fund
                Eaton Vance South Carolina Municipals Fund
                Eaton Vance Tennessee Municipals Fund
                Eaton Vance Texas Municipals Fund
                Eaton Vance Virginia Municipals Fund
                Eaton Vance West Virginia Municipals Fund

                         EATON VANCE MUNICIPALS TRUST II
                         -------------------------------

                Eaton Vance Florida Insured Municipals Fund
                Eaton Vance Hawaii Municipals Fund
                Eaton Vance High Yield Municipals Fund
                Eaton Vance Kansas Municipals Fund

                                      A-1
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                         EATON VANCE MUTUAL FUNDS TRUST
                         ------------------------------

                Eaton Vance Floating-Rate High Income Fund
                Eaton Vance Government Obligations Fund
                Eaton Vance High Income Fund
                Eaton Vance Municipal Bond Fund
                Eaton Vance Strategic Income Fund
                Eaton Vance Tax-Managed Capital Appreciation Fund
                Eaton Vance Tax-Managed Growth Fund
                Eaton Vance Tax-Managed Emerging Growth Fund
                Eaton Vance Tax-Managed International Growth Fund
                Eaton Vance Tax-Managed Value Fund
                Eaton Vance Tax-Managed Young Shareholder Fund


                      EATON VANCE SPECIAL INVESTMENT TRUST
                      ------------------------------------

                Eaton Vance Emerging Markets Fund
                Eaton Vance Greater India Fund
                Eaton Vance Investors Fund
                Eaton Vance Russia and Eastern Europe Fund
                Eaton Vance Special Equities Fund
                Eaton Vance Stock Fund
                Eaton Vance Total Return Fund


                        EATON VANCE INCOME FUND OF BOSTON
                        ---------------------------------


                                      A-2



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