0000940394-06-000478 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 3rd, 2006 • Eaton Vance Mutual Funds Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 14th day of November 2005, by and between Eaton Vance Mutual Funds Trust, a Massachusetts business trust (“Mutual Funds Trust”), on behalf of its series Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 (“Small-Cap Growth Fund 1.2”), and Mutual Funds Trust, on behalf of its series Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 (“Small-Cap Growth Fund 1.1”) .

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