<PAGE>
Exhibit (o)(4)
AMENDED AND RESTATED
MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS
Dated December 11, 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 two or more classes of shares of each series of the Trust (each a
"Fund") which series are listed on Schedule A hereto, such classes having been
designated Class A (or Advisers Class), Class B, Class C, Class I and/or 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 the Trust desire to replace the currently
effective multiple class plan dated June 19, 2000 by amending and restating
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 (or are designated Advisers Class shares without an initial sales
load) 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 and Class D 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
<PAGE>
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 that offer Class B or Class D shares on or after May 12, 2000,
each newly offered Class B or Class D share ("Flip Class") shall automatically
convert to Class A shares of the same Fund on the eighth annual anniversary on
which Flip Class 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 Flip Class shares which the shareholder elects to be
reinvested in such shares will be considered to be held in a separate
2
<PAGE>
sub-account. Upon the conversion of such Flip Class shares not 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 Flip Class 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.
* * *
3
<PAGE>
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 New Jersey Maturity Municipals Fund
Eaton Vance Florida Limited Maturity Municipals Fund
Eaton Vance New York Limited Maturity Municipals Fund
Eaton Vance Limited Maturity Municipals Fund
Eaton Vance Ohio Limited Maturity Fund
Eaton Vance National 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
<PAGE>
Eaton Vance Mutual Funds Trust
------------------------------
Eaton Vance Floating-Rate Fund
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 Special Equities Fund
Eaton Vance Stock Fund
Eaton Vance Total Return Fund
Eaton Vance Income Fund of Boston
---------------------------------
A-2
