EATON VANCE GROWTH TRUST (Form: 485BPOS, Received: 07/18/2012 11:12:58)

As filed with the Securities and Exchange Commission on July 18, 2012

1933 Act File No. 002-22019

1940 Act File No. 811-01241


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT of 1933	o
	POST-EFFECTIVE AMENDMENT NO. 137	x
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	o
	AMENDMENT NO. 110	x

EATON VANCE GROWTH TRUST
(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

(617) 482-8260
(Registrant’s Telephone Number)

MAUREEN A. GEMMA
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Service)


It is proposed that this filing will become effective pursuant to Rule 485 (check appropriate box):
x	immediately upon filing pursuant to paragraph (b)	¨	on (date) pursuant to paragraph (a)(1)
o	on (date) pursuant to paragraph (b)	¨	75 days after filing pursuant to paragraph (a)(2)
o	60 days after filing pursuant to paragraph (a)(1)	o	on (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
o	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note

The Prospectus (Part A) and Statement of Additional Information (Part B) for Eaton Vance Multi-Cap Growth Fund dated January 1, 2012, as previously filed electronically with the Securities and Exchange Commission on December 23, 2011 (Accession No. 0000940394-11-001393) are incorporated by reference into Parts A and B of this Post-Effective Amendment No. 137 to the Registration Statement of Eaton Vance Growth Trust (the “Amendment”), and Part A is hereby supplemented as indicated in the Amendment. This Amendment is being filed to supplement the Prospectus and Statement of Additional Information to add Class I shares of the Fund, a series of the Registrant and to make certain other non-material changes.

EATON VANCE MULTI-CAP GROWTH FUND
Supplement to Prospectus dated January 1, 2012

1. Any references to Multi-Cap Growth Portfolio should be changed to Eaton Vance Multi-Cap Growth Fund, except in the tables under “Financial Highlights” and as otherwise noted below.

2. As of the date of this Supplement, Eaton Vance Multi-Cap Growth Fund now offers Class I Shares.

3. The following replaces “Fees and Expenses of the Fund” under “Fund Summary” and reflects the addition of Class I shares and certain other changes:

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $50,000 in Eaton Vance Funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges beginning on page 12 of this Prospectus and page 19 of the Fund’s Statement of Additional Information.


Shareholder Fees (fees paid directly from your investment)	Class A	Class B	Class C	Class I
Maximum Sales Charge (Load) (as a percentage of offering price)	5.75%	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at purchase or redemption)	None	5.00%	1.00%	None


Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment)	Class A	Class B	Class C	Class I
Management Fees	0.63%	0.63%	0.63%	0.63%
Distribution and Service (12b-1) Fees	0.25%	1.00%	1.00%	n/a
Other Expenses (estimated for Class I)	0.36%	0.36%	0.36%	0.36%
Acquired Fund Fees and Expenses	0.01 %	0.01 %	0.01 %	0.01 %
Total Annual Fund Operating Expenses	1.25%	2.00%	2.00%	1.00%

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

4. The following paragraph is deleted from “Principal Investment Strategies” under “Fund Summary”:

The Fund currently invests its assets in Multi-Cap Growth Portfolio (the “Portfolio”), a separate registered investment company with the same investment objective and policies as the Fund.

5. The following is added to the first paragraph under “Performance” in “Fund Summary”:

No performance is shown for Class I shares because they have not been offered prior to the date of this Prospectus.

6. The following replaces “Portfolio Managers” under “Management” in “Fund Summary”:

Kwang Kim, Vice President of BMR, has managed the Fund and Multi-Cap Growth Portfolio (the Portfolio the Fund previously invested in) since 2010.

Gerald I. Moore, Vice President of BMR, has managed the Fund and Multi-Cap Growth Portfolio (the Portfolio the Fund previously invested in) since 2010.

G. R. Nelson, Vice President of BMR, has managed the Fund and Multi-Cap Growth Portfolio (the Portfolio the Fund previously invested in) since 2010.

7. The following replaces “Purchase and Sale of Fund Shares” under “Fund Summary”:

You may purchase, redeem or exchange Fund shares on any business day, which is any day the New York Stock Exchange is open for business. Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. You may purchase, redeem or exchange Fund shares either through your financial intermediary or directly from the Fund either by writing to Eaton Vance Funds, P.O. Box 9653, Providence, RI 02940-9653, or by calling 1-800-262-1122. The minimum initial purchase or exchange into the Fund is $1,000 for each Class (with the exception of Class I) and $250,000 for Class I (waived in certain circumstances). There is no minimum for subsequent investments .

8. The following replaces the first two paragraphs under “Investment Objective & Principal Policies and Risks”:

The Fund is permitted to engage in the following investment practices to the extent set forth in “Fund Summary” above.

A statement of the investment objective and principal investment policies and risks of the Fund is set forth above in “Fund Summary". Set forth below is additional information about such policies and risks of the Fund described in “Fund Summary” above. Information also is included about other types of investments and practices that the Fund may engage in from time to time.

9. The following replaces the first six paragraphs and related table under “Management.” in “Management and Organization”:

Management. The Fund’s investment adviser is Boston Management and Research (“BMR”), a subsidiary of Eaton Vance Management (“Eaton Vance”), with offices at Two International Place, Boston, MA 02110. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its affiliates currently manage over $185 billion on behalf of mutual funds, institutional clients and individuals.

Kwang Kim, Gerald I. Moore and G. R. Nelson are the portfolio managers of Multi-Cap Growth Fund and have served as portfolio managers of Multi-Cap Growth Portfolio (the Portfolio the Fund previously invested in) since November 2010. Messrs. Kim and Nelson are Vice Presidents of Eaton Vance and BMR and have been analysts at Eaton Vance for more than five years. Mr. Moore joined Eaton Vance in October 2010 and is currently a Vice President of Eaton Vance and BMR. Prior to joining Eaton Vance, Mr. Moore was Managing Director/Senior Portfolio Manager (2007-2010) and Senior Vice President/Senior Portfolio Manager (2002-2006) at Putnam Investments. All three portfolio managers manage other Eaton Vance portfolios.

The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of Fund shares.

Under its investment advisory agreement with the Fund, BMR receives a monthly advisory fee as follows:


Average Daily Net Assets for the Month	Annual Fee Rate (for each level)
Up to and including $300 million	0.625%
Over $300 million	0.500%

For the fiscal year ended August 31, 2011, the effective annual rate of investment advisory fees paid to BMR, based on average daily net assets of Multi-Cap Growth Portfolio was 0.625%.

The Fund’s annual report provides information regarding the basis for the Trustees’ approval of the Portfolio’s investment advisory agreement.

10. The following replaces the second paragraph in “Class A, Class B and Class C Shares” under “Purchasing Shares”:

You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (Eastern Time) for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts (other than for Class I), certain group purchase plans (including tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by financial intermediaries) and for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information).

11. The following is added to “Purchasing Shares”:

Class I Shares

Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time, including through automatic investment each month or quarter from your bank account. You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (Eastern Time) for further information.

The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information). The initial minimum investment also is waived for individual accounts of a financial intermediary that charges an ongoing fee for its services or offers Class I shares through a no-load network or platform (in each case, as described above), provided the aggregate value of such accounts invested in Class I shares is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million.

Class I shares may be purchased through a financial intermediary or by requesting your bank to transmit immediately available funds (Federal Funds) by wire. To make an initial investment by wire, you must complete an account application and telephone Eaton Vance Shareholder Services at 1-800-262-1122 to be assigned an account number. You may request an account application by calling 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (Eastern Time). Shareholder Services must be advised by telephone of each additional investment by wire.

12. The following is added to “Choosing a Share Class.” under “Purchasing Shares”:

Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (as described above). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers . Class I shares do not pay distribution or service fees.

13. The following replaces the last paragraph under “Reducing or Eliminating Class A Sales Charges.” in “Sales Charges”:

Class A shares are offered at net asset value (without a sales charge) to tax-deferred retirement plans and deferred compensation plans, and to clients of financial intermediaries who (i) charge an ongoing fee for advisory, investment, consulting or similar services; or (ii) have entered into an agreement with the principal underwriter to offer Class A shares through a no-load network, platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers. Such clients may include individuals, corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans). Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; and to certain fund service providers as described in the Statement of Additional Information. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details.

14. The following replaces “Exchange Privilege.” in “Shareholder Account Features”:

Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund. Exchanges are made at net asset value. If your shares are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. For purposes of the CDSC, your shares will continue to age from the date of your original purchase of Fund shares. Any class of shares of a fund may be exchanged for any other class of shares of that fund, provided that the shares being exchanged are no longer subject to a CDSC and the conditions for investing in the other class of shares described in the applicable prospectus are satisfied.

Before exchanging, you should read the prospectus of the new fund carefully. Exchanges are subject to the terms applicable to purchases of the new fund’s shares as set forth in its prospectus. If you wish to exchange shares, write to the transfer agent (see back cover for address), log on to your account at www.eatonvance.com or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days’ notice of any material change to the privilege. This privilege may not be used for “market timing” and may be terminated for market timing accounts or for any other reason. For additional information, see “Restrictions on Excessive Trading and Market Timing” under “Purchasing Shares.” Ordinarily exchanges between different funds are taxable transactions for federal tax purposes, while permitted exchanges of one class for shares of another class of the same fund are not. Shareholders should consult their tax advisors regarding the applicability of federal, state, local and other taxes to transactions in Fund shares.

15. The following replaces the paragraph under “Financial Highlights” and the table is added to the Fund’s Financial Highlights table:

The financial highlights are intended to help you understand the Fund’s financial performance for the period(s) indicated. Certain information in the tables reflects the financial results for a single Fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions at net asset value). This information (except for the six months ended February 29, 2012) has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and except that information for the year ended August 31, 2007 was audited by another independent registered public accounting firm . The report of Deloitte & Touche LLP and the Fund’s financial statements are incorporated herein by reference and included in the Fund’s annual report, which is available upon request. Financial Highlights information is not provided for Class I shares because it has not yet commenced operations prior to the date of this supplement.


		Six Months Ended February 29, 2012
		(Unaudited)
		Class A	Class B	Class C
Net asset value - Beginning of period		$7.540	$7.280	$7.260
Income (Loss) From Operations
Net investment loss ⁽¹⁾		$(0.017)	$(0.044)	$(0.044)
Net realized and unrealized gain (loss)		0.997	0.944	0.954
Total income (loss) from operations		$0.980	$0.900	$0.910
Net asset value - End of period		$8.520	$8.180	$8.170
Total Return ⁽²⁾		13.00% ⁽³⁾	12.52% ⁽³⁾	12.53% ⁽³⁾
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$126,876	$8,208	$20,139
Ratios (as a percentage of average daily net assets):
	Expenses ⁽⁴⁾	1.29% ^{(5) (6)}	2.04% ^{(5) (6)}	2.04% ^{(5) (6)}
	Net investment loss	(0.44)% ⁽⁵⁾	(1.19)% ⁽⁵⁾	(1.19)% ⁽⁵⁾
Portfolio Turnover of the Portfolio		38% ⁽³⁾	38% ⁽³⁾	38% ⁽³⁾

⁽¹⁾

Computed using average shares outstanding.

⁽²⁾

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽³⁾

Not annualized.

⁽⁴⁾

Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾

Annualized.

⁽⁶⁾

The administrator of the Fund subsidized certain operating expenses (equal to 0.02% of average daily net assets for the six months ended February 29, 2012). Absent this subsidy, total return would have been lower.


July 18, 2012	6031-7/12 GGFPS1

EATON VANCE MULTI-CAP GROWTH FUND
Supplement to Statement of Additional Information dated January 1, 2012

1. Any references to Multi-Cap Growth Portfolio should be changed to Eaton Vance Multi-Cap Growth Fund, except in the context of historical financial information.

2. The notation for “Fund Investing in a Portfolio” in the table under “Strategies and Risks” should be deleted.

3. The following is added to “Purchasing and Redeeming Shares”:

Class I Share Purchases. Class I shares are available for purchase by clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance and certain Fund service providers; current and retired Directors and Trustees of Eaton Vance funds; employees of Eaton Vance and its affiliates and such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts.

4. The following Appendix is added:

Class I Performance and Ownership

No performance or ownership information is shown for Class I shares because they have not been offered prior to the date of this supplement.


July 18, 2012

PART C - OTHER INFORMATION


Item 28.	Exhibits (with inapplicable items omitted)


Item 29.	Persons Controlled by or Under Common Control

Not applicable


Item 30.	Indemnification

Article IV of the Registrant’s Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XI of the By-Laws contains indemnification provisions. Registrant’s Trustees and officers are insured under a standard mutual fund errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such.

The distribution agreement of the Registrant also provides for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.


Item 31.	Business and other Connections of Investment Advisers

Reference is made to: (i) the information set forth under the caption “Management and Organization” in the Statement of Additional Information; (ii) the Eaton Vance Corp. Form 10-K filed under the Securities Exchange Act of 1934 (File No. 1-8100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930) and Boston Management and Research (File No. 801-43127) filed with the Commission, all of which are incorporated herein by reference.


Item 32.	Principal Underwriters


	(a)	Registrant’s principal underwriter, Eaton Vance Distributors, Inc., a wholly-owned subsidiary of Eaton Vance Corp., is the principal underwriter for each of the registered investment companies named below:

Eaton Vance Growth Trust

Eaton Vance Investment Trust

Eaton Vance Managed Income Term Trust

Eaton Vance Municipals Trust

Eaton Vance Municipals Trust II

Eaton Vance Mutual Funds Trust

Eaton Vance Series Fund, Inc.

Eaton Vance Series Trust II

Eaton Vance Special Investment Trust

Eaton Vance Variable Trust

C-8


	(b)
(1) Name and Principal Business Address*		(2) Positions and Offices with Principal Underwriter	(3) Positions and Offices with Registrant

Julie Andrade		Vice President	None
Brian Arcara		Vice President	None
Michelle Baran		Vice President	None
Ira Baron		Vice President	None
Jeffrey P. Beale		Vice President	None
Brian Blair		Vice President	None
Stephanie H. Brady		Vice President	None
Timothy Breer		Vice President	None
Mark Burkhard		Vice President	None
Peter Campagna		Vice President	None
Eric Caplinger		Vice President	None
Daniel C. Cataldo		Vice President and Treasurer	None
Tiffany Cayarga		Vice President	None
Michael Clark		Vice President	None
Randy Clark		Vice President	None
Adam Cole		Vice President	None
Eric Cooper		Vice President	None
Tyler Cortelezzi		Vice President	None
Patrick Cosgrove		Vice President	None
Peter Crowley		Vice President	None
Rob Curtis		Vice President	None
Russell E. Curtis		Vice President and Chief Operations Officer	None
Kevin Dachille		Vice President	None
Kevin Darrow		Vice President	None
Drew Devereaux		Vice President	None
Derek Devine		Vice President	None
Todd Dickinson		Vice President	None
Brian Dunkley		Vice President	None
James Durocher		Senior Vice President	None
Margaret Egan		Vice President	None
Robert Ellerbeck		Vice President	None
Daniel Ethier		Vice President	None

C-9


Troy Evans	Vice President	None
Lawrence L. Fahey	Vice President	None
Thomas E. Faust Jr.	Director	Trustee
James Foley	Vice President	None
J. Timothy Ford	Vice President	None
Kathleen Fryer	Vice President	None
Jonathan Futterman	Vice President	None
Anne Marie Gallagher	Vice President	None
Sheri Gilchrist	Vice President	None
Hugh S. Gilmartin	Vice President	None
Charles Glovsky	Vice President	None
Bradford Godfrey	Vice President	None
David Gordon	Vice President	None
John Greenway	Vice President	None
Peter Hartman	Vice President	None
Richard Hein	Vice President	None
Joseph Hernandez	Vice President	None
Dori Hetrick	Vice President	None
Toebe Hinckle	Vice President	None
Suzanne Hingel	Vice President	None
Perry D. Hooker	Vice President	None
Christian Howe	Vice President	None
Jonathan Isaac	Vice President	None
Adrian Jackson	Vice President	None
Elizabeth Johnson	Vice President	None
Steve Jones	Vice President	None
Sean Kelly	Senior Vice President	None
William Kennedy	Vice President	None
Joseph Kosciuszek	Vice President	None
Kathleen Krivelow	Vice President	None
David Lefcourt	Vice President	None
Paul Leonardo	Vice President	None
Lauren Loehning	Vice President	None
John Loy	Vice President	None
Coleen Lynch	Vice President	None
John Macejka	Vice President	None

C-10


Christopher Marek	Vice President	None
Frederick S. Marius	Vice President, Secretary, Clerk and Chief Legal Officer	None
Geoff Marshall	Vice President	None
Christopher Mason	Vice President	None
Judy Snow May	Vice President	None
Daniel J. McCarthy	Vice President	None
Don McCaughey	Vice President	None
Andy McClelland	Vice President	None
Dave McDonald	Vice President	None
Tim McEwen	Vice President	None
Shannon McHugh-Price	Vice President	None
David Michaud	Vice President	None
Mark Milan	Vice President	None
Don Murphy	Vice President	None
James A. Naughton	Vice President	None
Matthew Navins	Vice President	None
Mark D. Nelson	Vice President	None
Scott Nelson	Vice President	None
Linda D. Newkirk	Vice President	None
Paul Nicely	Vice President	None
Paul Nobile	Senior Vice President	None
Andrew Ogren	Vice President	None
David Oliveri	Vice President	None
Philip Pace	Vice President	None
Greg Piaseckyj	Vice President	None
Steve Pietricola	Vice President	None
John Pumphrey	Vice President	None
James Putman	Vice President	None
James Queen	Vice President	None
Christopher Remington	Vice President	None
David Richman	Vice President	None
Christopher Rohan	Vice President	None
Kevin Rookey	Vice President	None
Scott Ruddick	Senior Vice President	None
Rocco Scanniello	Vice President	None
Michael Shea	Vice President	None

C-11


Alan Simeon	Vice President	None
Randy Skarda	Vice President	None
Kerry Smith	Vice President	None
Jamie Smoller	Vice President	None
Bill Squadroni	Vice President	None
David Stokkink	Vice President	None
Ralph Studley	Vice President	None
Mike Sullivan	Vice President	None
Frank Sweeney	Vice President	None
Gigi Szekely	Vice President and Chief Compliance Officer	None
Brian Taranto	Vice President and Chief Administrative Officer	None
Stefan Thielen	Vice President	None
John M. Trotsky	Vice President	None
Geoffrey Underwood	Vice President	None
Randolph Verzillo	Vice President	None
Greg Walsh	Vice President	None
Stan Weiland	Vice President	None
Collin Weir	Vice President	Nonef
Greg Whitehead	Vice President	None
Steve Widder	Vice President	None
Matthew J. Witkos	President, Chief Executive Officer and Director	None
John Young	Vice President	None
Trey Young	Vice President	None
Gregor Yuska	Vice President	None
David Zigas	Vice President	None

* Address is Two International Place, Boston, MA 02110


	(c)	Not applicable

C-12


Item 33.	Location of Accounts and Records

All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrant’s custodian, State Street Bank and Trust Company, 200 Clarendon Street, 16th Floor, Mail Code ADM27, Boston, MA 02116, and its transfer agent, BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of the administrator and investment adviser or sub-adviser. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management and Boston Management and Research, both located at Two International Place, Boston, MA 02110, Lloyd George Management (Hong Kong) Limited located at Suite 3808, One Exchange Square, Central, Hong Kong, OrbiMed Advisors LLC located at 601 Lexington Avenue, 54 ^th Floor, New York, NY 10022, Atlanta Capital Management Company, LLC located at 1075 Peachtree Street NE, Suite 2100, Atlanta, GA 30309, Richard Bernstein Advisors LLC located at 520 Madison Avenue, 28th Floor, New York, NY 10022 and AGF Investments America Inc. located at 66 Wellington Street, W, 33 ^rd Floor, Toronto, Canada M5K 1E9.


Item 34.	Management Services

Not applicable


Item 35.	Undertakings

None.

C-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on July 18, 2012.


	EATON VANCE GROWTH TRUST
	By:	/s/ Duncan W. Richardson
		Duncan W. Richardson, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on July 18, 2012.


Signature		Title

/s/ Duncan W. Richardson		President (Chief Executive Officer)
Duncan W. Richardson

/s/ Barbara E. Campbell		Treasurer (Principal Financial and Accounting Officer)
Barbara E. Campbell

Signature		Title	Signature	Title

Scott E. Eston*		Trustee	Ronald A. Pearlman*	Trustee
Scott E. Eston			Ronald A. Pearlman

Benjamin C. Esty*		Trustee	Helen Frame Peters*	Trustee
Benjamin C. Esty			Helen Frame Peters

Thomas E. Faust Jr.*		Trustee	Lynn A. Stout*	Trustee
Thomas E. Faust Jr.			Lynn A. Stout

Allen R. Freedman*		Trustee	Harriett Tee Taggart*	Trustee
Allen R. Freedman			Harriett Tee Taggart

William H. Park*		Trustee	Ralph F. Verni*	Trustee
William H. Park			Ralph F. Verni

*By:	/s/ Maureen A. Gemma
	Maureen A. Gemma (As attorney-in-fact)

C-14

EXHIBIT INDEX

The following exhibits are filed as part of this amendment to the Registration Statement pursuant to Rule 483 of Regulation C.


Exhibit No.		Description
(a)	(6)	Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value, as amended and restated April 23, 2012
(b)		Amended and Restated By-Laws of Eaton Vance Growth Trust adopted April 23, 2012
(i)		Opinion of Internal Counsel dated July 18, 2012
(j)		Consent of Independent Registered Public Accounting Firm for Eaton Vance Multi-Cap Growth Fund dated July 18, 2012

C-15

EXHIBIT (a)(6)

EATON VANCE GROWTH TRUST

Amended and Restated

Establishment and Designation of Series of Shares

of Beneficial Interest, Without Par Value

(as amended and restated April 23, 2012)

WHEREAS, the Trustees of Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), have previously designated separate series (or “Funds”); and

WHEREAS, the Trustees now desire to designate Class I shares of Eaton Vance Multi-Cap Growth Fund, and to further redesignate the Series or Funds, pursuant to Section 5.1 of Article V of the Trust’s Declaration of Trust dated May 25, 1989 (as further Amended) (the “Declaration of Trust”);

NOW, THEREFORE, the shares of beneficial interest of the Trust are hereby divided into the following separate series (“Funds”), each Fund to have the following special and relative rights:

The Funds shall be designated as follows effective July 18, 2012:

Eaton Vance Asian Small Companies Fund

Eaton Vance Atlanta Capital Focused Growth Fund

Eaton Vance Atlanta Capital Select Equity Fund

Eaton Vance Atlanta Capital SMID-Cap Fund

Eaton Vance Focused Growth Opportunities Fund

Eaton Vance Focused Value Opportunities Fund

Eaton Vance Global Natural Resources Fund

Eaton Vance Greater China Growth Fund

Eaton Vance Multi-Cap Growth Fund

Eaton Vance Richard Bernstein All Asset Strategy Fund

Eaton Vance Richard Bernstein Equity Strategy Fund

Eaton Vance Worldwide Health Sciences Fund

Each Fund shall be authorized to invest in cash, securities, instruments and other property as from time to time described in the Trust’s then currently effective registration statements under the Securities Act of 1933 and the Investment Company Act of 1940. Each share of beneficial interest of each Fund (“share”) shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which shares of that Fund shall be entitled to vote and shall represent a pro rata beneficial interest in the assets allocated to that Fund, all as provided in the Declaration of Trust. The proceeds of sales of shares of each Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to such Fund, unless otherwise required by law. Each share of a Fund shall be entitled to receive its pro rata share of net assets of that Fund upon liquidation of that Fund.

Shareholders of each Fund shall vote separately as a class to the extent provided in Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940.

The assets and liabilities of the Trust shall be allocated among the above-referenced Funds as set forth in Section 5.5 of Article V of the Declaration of Trust, except as provided below:

(a)

Costs incurred by each Fund in connection with its organization and start-up, including Federal and state registration and qualification fees and expenses of the initial public offering of such Fund’s shares, shall (if applicable) be borne by such Fund.

(b)

Reimbursement required under any expense limitation applicable to the Trust shall be allocated among those Funds whose expense ratios exceed such limitation on the basis of the relative expense ratios of such Funds.

(c)

The liabilities, expenses, costs, charges and reserves of the Trust (other than the management and investment advisory fees or the organizational expenses paid by the Trust) which are not readily identifiable as belonging to any particular Fund shall be allocated among the Funds on an equitable basis as determined by the Trustees.

The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of any Fund now or hereafter created, or to otherwise change the special and relative rights of any such Fund, and to terminate any Fund or add additional Funds as provided in the Declaration of Trust.

Any Fund may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of its property, including its good will, upon such terms and conditions and for such consideration when and as authorized by the Trustees; and any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of the Commonwealth of Massachusetts. The Trustees may also at any time sell and convert into money all the assets of any Fund. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, of such Fund, the Trustees shall distribute the remaining assets of such Fund ratably among the holders of the outstanding shares. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in this paragraph 6, the Fund shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder with respect to such Fund and the right, title and interest of all parties with respect to such Fund shall be canceled and discharged.

The Declaration of Trust authorizes the Trustees to divide each Fund and any other series of shares into two or more classes and to fix and determine the relative rights and preferences as between, and all provisions applicable to, each of the different classes so established and designated by the Trustees. The Funds shall have classes of shares established and designated as follows:

(a)

Classes A, B, C, I and R

Eaton Vance Worldwide Health Sciences Fund

(b)

Classes A, C, I and R

Eaton Vance Atlanta Capital SMID-Cap Fund

(c)

Classes A and B

Eaton Vance Asian Small Companies Fund

(d)

Classes A, B, C and I

Eaton Vance Greater China Growth Fund

Eaton Vance Multi-Cap Growth Fund

(e)

Classes A, C and I

Eaton Vance Atlanta Capital Focused Growth Fund

Eaton Vance Atlanta Capital Select Equity Fund

Eaton Vance Focused Growth Opportunities Fund

Eaton Vance Focused Value Opportunities Fund

Eaton Vance Global Natural Resources Fund

Eaton Vance Richard Bernstein All Asset Strategy Fund

Eaton Vance Richard Bernstein Equity Strategy Fund

The Trustees may designate additional classes in the future. For purposes of allocating liabilities among classes, each class of that Fund shall be treated in the same manner as a separate series.

IN WITNESS WHEREOF, the undersigned certifies that this amendment has been duly adopted at a meeting of the Board of Trustees held on April 23, 2012. Signed this 17 ^th day July, 2012.

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary to the Trust

EXHIBIT (b)

EATON VANCE GROWTH TRUST

AMENDED AND RESTATED

BY-LAWS

As Adopted April 23, 2012

TABLE OF CONTENTS

PAGE

ARTICLE I – The Trustees

Section 1

Election and Term of Office

Section 2

Number of Trustees

Section 3

Resignation and Removal

Section 4

Vacancies

Section 5

Temporary Absence of Trustee

Section 6

Effect of Death, Resignation, Removal, Etc. of a Trustee

ARTICLE II – Officers and Their Election

Section 1

Officers

Section 2

Election of Officers

Section 3

Resignations and Removals

ARTICLE III – Powers and Duties of Trustees and Officers

Section 1

Trustees

Section 2

Executive and other Committees

Section 3

Chairman of the Trustees

Section 4

President

Section 5

Treasurer

Section 6

Secretary

Section 7

Other Officers

Section 8

Compensation

ARTICLE IV – Meetings of Shareholders

Section 1

Meetings

Section 2

Place of Meetings

Section 3

Notice of Meetings

Section 4

Quorum

Section 5

Voting

Section 6

Proxies

Section 7

Consents

ARTICLE V – Trustees Meetings

Section 1

Meetings

Section 2

Notices

Section 3

Consents

Section 4

Place of Meetings

Section 5

Quorum and Manner of Acting

ARTICLE VI – Shares of Beneficial Interest

Section 1

Certificates for Shares of Beneficial Interest

Section 2

Transfer of Shares

Section 3

Transfer Agent and Registrar; Regulations

Section 4

Closing of Transfer Books and Fixing Record Date

Section 5

Lost, Destroyed or Mutilated Certificates

Section 6

Record Owner of Shares

ARTICLE VII – Fiscal Year

ARTICLE VIII – Seal

ARTICLE IX – Inspection of Books

ARTICLE X – Custodian

ARTICLE XI – Limitation of Liability and Indemnification

Section 1

Limitation of Liability

Section 2

Indemnification of Trustees and Officers

Section 3

Indemnification of Shareholders

ARTICLE XII – Underwriting Arrangements

ARTICLE XIII– Report to Shareholders

ARTICLE XIV – Certain Transactions

Section 1

Long and Short Positions

Section 2

Loans of Trust Assets

Section 3

Miscellaneous

ARTICLE XV – Amendments

AMENDED AND RESTATED

BY-LAWS

EATON VANCE GROWTH TRUST

________________________

These Amended and Restated By-Laws are made and adopted as of April 23, 2012 pursuant to Article V (b) of the Declaration of Trust establishing EATON VANCE GROWTH TRUST (the “Trust”), dated May 25, 1989 as from time to time amended (the “Declaration of Trust”). All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration of Trust.

ARTICLE I

The Trustees

SECTION 1. Election and Term of Office. The Trustees named in the Preamble of the Declaration of Trust and any additional Trustees appointed pursuant to Section 4 of this Article I, shall serve as Trustees during the lifetime of the Trust, except as otherwise provided below.

SECTION 2. Number of Trustees. The number of Trustees shall be fixed by the Trustees, provided, however, that such number shall at no time exceed eighteen.

SECTION 3. Resignation and Removal. Any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein. Any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instruments signed by a majority of the other Trustees, specifying the date of his retirement. Any Trustee may be removed with or without cause, by (i) the affirmative vote of holders of two-thirds of the Shares or, (ii) the affirmative vote of, or written instrument, signed by at least two-thirds of the remaining Trustees prior to such removal, specifying the date when such removal shall become effective, provided, however, that the removal of any Trustee who is not an Interested Person of the Trust shall additionally require the affirmative vote of, or a written instrument executed by, at least two-thirds of the remaining Trustees who are not Interested Persons of the Trust.

No natural person shall serve as a Trustee of the Trust after the holders of record of not less than two-thirds of the outstanding shares of beneficial interest of the Trust (the “shares”) have declared that he be removed from that office by a declaration in writing signed by such holders and filed with the Custodian of the assets of the Trust or by votes cast by such holders in person or by proxy at a meeting called for the purpose. Solicitation of such a declaration shall be deemed a solicitation of a proxy within the meaning of Section 20(a) of the Investment Company Act of 1940, as amended. As used herein, the term “Act” shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time.

The Trustees of the Trust shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such Trustee or Trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares.

Whenever ten or more shareholders of record of the Trust who have been such for at least six months preceding the date of application, and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least 1 per centum of the outstanding shares, whichever is less, shall apply to the Trustees in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting of shareholders pursuant to this Section 3 and accompanied by a form of communication and request which they wish to transmit, the Trustees shall within five business days after receipt of such application either

(1) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Trust; or

(2) inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing to them the proposed communication and form of request.

If the Trustees elect to follow the course specified in subparagraph (2) above of this Section 3, the Trustees, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable promptness, mail such material to all shareholders of record at their addresses as recorded on the books, unless within five business days after such tender the Trustees shall mail to such applicants and file with the Securities and Exchange Commission (“the Commission”), together with a copy of the material to be mailed, a written statement signed by at least a majority of the Trustees to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would violate applicable law, and specifying the basis of such opinion.

After the Commission has had an opportunity for hearing upon the objections specified in the written statement so filed by the Trustees, the Trustees or such applicants may demand that the Commission enter an order either sustaining one or more of such objections or refusing to sustain any of such objections. If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustees shall mail copies of such material to all shareholders with reasonable promptness after the entry of such order and the renewal of such tender.

Until such provisions become null, void, inoperative and removed from these By-Laws pursuant to the next sentence, the provisions of all but the first paragraph of this Section 3 may not be amended or repealed without the vote of a majority of the Trustees and a majority of the outstanding shares of the Trust. These same provisions shall be deemed null, void, inoperative and removed from these By-Laws upon the effectiveness of any amendment to the Act which eliminates them from Section 16 of the Act or the effectiveness of any successor Federal law governing the operation of the Trust which does not contain such provisions.

SECTION 4. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the declination, death, resignation, retirement, removal, adjudicated incompetence, or other incapacity to perform the duties of the office, or removal, of a Trustee. No such vacancy shall operate to annul these By-Laws or to revoke any existing agency created pursuant to the terms of these By-Laws. In the case of a vacancy, including a vacancy resulting from an increase in the number of Trustees, such vacancy may be filled by (i) holders of a plurality of the Shares entitled to vote, acting at any meeting of holders held in accordance with the By-Laws, or (ii) to the extent permitted by the 1940 Act, the vote of a majority of the Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder and under the Declaration of Trust. The power of appointment is subject to the provisions of Section l6(a) of the Act. Any Trustee so elected by the holders or appointed by the Trustees shall hold office as provided in these By-Laws.

SECTION 5. Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at an one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.

SECTION 6. Effect of Death, Resignation, Removal, Etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or anyone of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration of Trust or these By-Laws.

ARTICLE II

Officers and Their Election

SECTION 1. Officers. The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers or agents as the Trustees may from time to time elect. It shall not be necessary for any Trustee or other officer to be a holder of shares in the Trust.

SECTION 2. Election of Officers. The President, Treasurer and Secretary shall be chosen annually by the Trustees.

Except for the offices of President and Secretary, two or more offices may be held by a single person. The officers shall hold office until their successors are chosen and qualified.

SECTION 3. Resignations and Removals. Any officer of the Trust may resign by filing a written resignation with the President or with the Trustees or with the Secretary, which shall take effect on being so filed or at such time as may otherwise be specified therein. The Trustees may at any meeting remove an officer.

ARTICLE III

Powers and Duties of Trustees and Officers

SECTION 1. Trustees. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or these By-Laws.

SECTION 2. Executive and other Committees. The Trustees may elect from their own number an executive committee to consist of not less than three nor more than five members, which shall have the power and duty to conduct the current and ordinary business of the Trust, including the purchase and sale of securities, while the Trustees are not in session, and such other powers and duties as the Trustees may from time to time delegate to such committee. The Trustees may also elect from their own number other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by the Trustees.

Without limiting the generality of the foregoing, the Trustees may appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review, investigation or other disposition of any dispute, claim, action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body.

SECTION 3. Chairman of the Trustees . The Trustees may appoint from among their number a Chairman. The Chairman shall preside at meetings of the Trustees and may call meetings of the Trustees and of any committee thereof whenever he deems it necessary or desirable to do so. The Chairman may in his discretion preside at any meeting of the shareholders, and may delegate such authority to another Trustee or officer of the Trust. The Chairman shall exercise and perform such additional powers and duties as from time to time may be assigned to him by the Trustees, and shall have the resources and authority appropriate to discharge the responsibilities of the office. A Trustee elected or appointed as Chairman shall not be considered an officer of the Trust by virtue of such election or appointment.

SECTION 4. President . Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman of the Trustees, the President shall be the chief executive officer of the Trust and subject to the control of the Trustees, he shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation. In the event that the Chairman does not preside at a meeting of shareholders or delegate such power and authority to another Trustee or officer of the Fund, the President or his designee shall preside at such meeting. He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties as, from time to time, may be conferred upon or assigned to him by the Trustees.

SECTION 5. Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds and securities of the Trust which may come into his hands to such bank or trust company as the Trustees shall employ as custodian in accordance with Article III of the Declaration of Trust. He shall make annual reports in writing of the business conditions of the Trust, which reports shall be preserved upon its records, and he shall furnish such other reports regarding the business and condition as the Trustees may from time to time require. The Treasurer shall perform such duties additional to foregoing as the Trustees may from time to time designate.

SECTION 6. Secretary. The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and the shareholders at their respective meetings. He shall have custody of the seal, if any, of the Trust and shall perform such duties additional to the foregoing as the Trustees may from time to time designate.

SECTION 7. Other Officers . Other officers elected by the Trustees shall perform such duties as the Trustees may from time to time designate, including executing or signing such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust.

SECTION 8. Compensation. The Trustees and officers of the Trust may receive such reasonable compensation from the Trust for the performance of their duties as the Trustees may from time to time determine.

ARTICLE IV

Meetings of Shareholders

SECTION 1. Meetings. No annual or regular meetings of shareholders shall be required and none shall be held. Meetings of the shareholders of the Trust (or any Series or Class) may be called at any time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of the then issued and outstanding shares of the Trust entitled to vote at such meeting. Any such request shall state the purposes of the proposed meeting.

SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at the principal place of business of the Trust in Boston, Massachusetts, unless a different place within the United States is designated by the Trustees and stated as specified in the respective notices or waivers of notice with respect thereto.

SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders, stating the time, place and the purposes for which the meetings are called, shall be given by the Secretary to each shareholder entitled to vote thereat, and to each shareholder who under the By-Laws is entitled to such notice, by mailing the same postage paid, addressed to him at his address as it appears upon the books of the Trust, at least seven (7) days before the time fixed for the meeting, and the person giving such notice shall make an affidavit with respect thereto. If any shareholder shall have failed to inform the Trust of his post office address, no notice need be sent to him. No notice need be given to any shareholder if a written waiver of notice, executed before or after the meeting by the shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

SECTION 4. Quorum. Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of shareholders, there must be present, in person or by proxy, holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote at such meeting; provided that if a class (or series) of shares is entitled to vote as a separate class (or series) on any matter, then in the case of that matter a quorum shall consist of the holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of that class (or series) entitled to vote at the meeting. Shares owned directly or indirectly by the Trust, if any, shall not be deemed outstanding for this purpose.

If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of shareholders at the time and place of any meeting, the shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.

SECTION 5. Voting. At each meeting of the shareholders every shareholder of the Trust shall be entitled to one (1) vote in person or by proxy for each of the then issued and outstanding shares of the Trust then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such meeting, or if the books be not closed and no record date be fixed, at the time of the meeting. The record holder of a fraction of a share shall be entitled in like manner to a corresponding fraction of a vote. Notwithstanding the foregoing, the Trustees may, in connection with the establishment of any class (or series) of shares or in proxy materials for any meeting of shareholders or in other solicitation materials or by vote or other action duly taken by them, establish conditions under which the several classes (or series) shall have separate voting rights or no voting rights.

All elections of Trustees shall be conducted in any manner approved at the meeting of the shareholders at which said election is held, and shall be by ballot if so requested by any shareholder entitled to vote thereon. The persons receiving the greatest number of votes shall be deemed and declared elected. Except as otherwise required by law or by the Declaration of Trust or by these By-Laws, all matters shall be decided by a majority of the votes cast, as hereinabove provided, by persons present at the meeting and (or represented by proxy) entitled to vote thereon. With respect to the submission of a management or investment advisory contract or a change in investment policy to the shareholders for any shareholder approval required by the Act, such matter shall be deemed to have been effectively acted upon with respect to any series of shares if the holders of the lesser of

(i) 67 per centum or more of the shares of that series present or represented at the meeting if the holders of more than 50 per centum of the outstanding shares of that series are present or represented by proxy at the meeting or

(ii) more than 50 per centum of the outstanding shares of that series

vote for the approval of such matter, notwithstanding (a) that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other series affected by such matter (as described in Rule 18f-2 under the Act) or (b) that such matter has not been approved by the vote of a majority of the outstanding voting securities of the Trust (as defined in the Act).

SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any meeting of the shareholders may so vote by proxy, provided that such proxy is authorized to act by (i) a written instrument, dated not more than six months before the meeting and executed either by the shareholder or by his or her duly authorized attorney in fact (who may be so authorized by a writing or by any non-written means permitted by the laws of the Commonwealth of Massachusetts) or (ii) such electronic, telephonic, computerized or other alternative means as may be approved by a resolution adopted by the Trustees, which authorization is received not more than six months before the initial session of the meeting. Proxies shall be delivered to the Secretary of the Trust or other person responsible for recording the proceedings before being voted. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be exercised by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of the shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

SECTION 7. Consents. Any action which may be taken by shareholders may be taken without a meeting if a majority of shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of shareholders.

ARTICLE V

Trustees Meetings

SECTION 1. Meetings. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chairman, President or by any other Trustee at the time being in office. Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

SECTION 2. Notices. Notice of regular or stated meetings need not be given. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or by the Trustee calling the meeting and shall be mailed to each Trustee at least two (2) days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address or personally delivered to him at least one (1) day before the meeting. Such notice may, however, be waived by all the Trustees. Notice of a meeting need not be given to any Trustee if a written

waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting.

SECTION 3. Consents . Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a written consent thereto is signed by a majority of the Trustees and filed with the records of the Trustees' meetings. A Trustee may deliver his consent to the Trust by facsimile machine or other electronic communication equipment. Such consent shall be treated as a vote at a meeting for all purposes.

SECTION 4. Place of Meetings. The Trustees may hold their meetings within or without the Commonwealth of Massachusetts.

SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in office shall be present in person at any regular stated or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by the Declaration of Trust, by these By-Laws or by statute) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

ARTICLE VI

Shares of Beneficial Interest

SECTION 1. Certificates for Shares of Beneficial Interest. Certificates for shares of beneficial interest of any series of shares of the Trust, if issued, shall be in such form as shall be approved by the Trustees. They shall be signed by, or in the name of, the Trust by the President and by the Treasurer and may, but need not be, sealed with seal of the Trust; provided, however, that where such certificate is signed by a transfer agent or a transfer clerk acting on behalf of the Trust or a registrar other than a Trustee, officer or employee of the Trust, the signature of the President or Treasurer and the seal may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Trust whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or certificates may nevertheless be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers of the Trust.

SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest of any series of shares of the Trust shall be made only on the books of the Trust by the owner thereof or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent, and only upon the surrender of any certificate or certificates for such shares. The Trust shall not impose any restrictions upon the transfer of the shares of any series of the Trust, but this requirement shall not prevent the charging of customary transfer agent fees.

SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Trustees, where the shares of beneficial interest of the Trust shall be directly transferable. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar designated by the Trustees, where such shares shall be registered, and no certificate for shares of the Trust in respect of which a transfer agent and/or registrar shall have been designated shall be valid unless countersigned by such transfer agent and/or registered by such registrar. The principal transfer agent may be located within or without the Commonwealth of Massachusetts and shall have charge of the share transfer books, lists and records, which shall be kept within or without Massachusetts in an office which shall be deemed to be the share transfer office of the Trust. The Trustees may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Trust.

SECTION 4. Closing of Transfer Books and Fixing Record Date . The Trustees may fix in advance a time which shall be not more than ninety (90) days before the date of any meeting of shareholders, or the date for the payment of any dividend or the making of any distribution to shareholders or the last day on which the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. The Trustees may, without fixing such record date, close the transfer books for all or any part of such period for any of the foregoing purposes.

SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any shares of a series of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of the certificate therefor, and the Trustees may, in their discretion, cause a new certificate or certificates to be issued to him, in case of mutilation of the certificate, upon the surrender of the mutilated certificate, or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in any case, if the Trustees shall so determine, upon the delivery of a bond in such form and in such sum and with such surety or sureties as the Trustees may direct, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

SECTION 6. Record Owner of Shares. The Trust shall be entitled to treat the person in whose name any share of a series of the Trust is registered on the books of the Trust as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person.

ARTICLE VII

Fiscal Year

The fiscal year of the Trust shall end on such date as the Trustees may, from time to time, determine.

ARTICLE VIII

Seal

The Trustees may adopt a seal of the Trust which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

Inspection of Books

The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the shareholders; and no shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees or by resolution of the shareholders.

ARTICLE X

Custodian

The following provisions shall apply to the employment of a Custodian pursuant to Article III of the Declaration of Trust and to any contract entered into with the Custodian so employed:

(a)

The Trustees shall cause to be delivered to the Custodian all securities owned by the Trust or to which it may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan, or other disposition thereof, against receipt by the Custodian of the consideration therefor or a certificate of deposit or a receipt of an issuer or of its transfer agent, or to a securities depository as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended, all as the Trustees may generally or from time to time require or approve, or to a successor Custodian; and the Trustees shall cause all funds owned by the Trust or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to shareholders, or to a successor Custodian.

(b)

In case of the resignation, removal or inability to serve of any such Custodian, the Trustees shall promptly appoint another bank or trust company meeting the requirements of said Article III as successor Custodian. The agreement with the Custodian shall provide that the retiring Custodian shall, upon receipt of notice of such appointment, deliver the funds and property of the Trust in its possession to and only to such successor, and that pending appointment of a successor Custodian, or a vote of the shareholders to function without a Custodian, the Custodian shall not deliver funds and property of the Trust to the Trustees, but may deliver them to a bank or trust company doing business in Boston, Massachusetts, of its own

selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $2,000,000, as the property of the Trust to be held under terms similar to those on which they were held by the retiring Custodian.

ARTICLE XI

Limitation of Liability and Indemnification

SECTION 1. Limitation of Liability. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

SECTION 2. Indemnification of Trustees and Officers. Subject to the exceptions and limitations contained in this section, every person who is or has been a Trustee, or officer, of the Trust, or, at the Trust’s request , serves, or has served, as a, director, trustee or officer, of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by applicable law, as in effect from time to time (“Applicable Law”), against any and all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or settlement, or as fines and penalties, and counsel, fees, incurred by or for such Covered Person in connection with the preparation for, defense or disposition of, any claim, demand, action , suit, investigation, inquiry or proceeding of any every kind, whether actual or threatened (collectively, a “Claim”), in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Covered Person. No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by Applicable Law. In no event shall the Trust be obligated to indemnify a Covered Person against liabilities to the Trust or any shareholder to which such Covered Person would otherwise be subject by reason of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (collectively, “Disabling Conduct”).

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators such Covered Person incurred by or for a Covered Person in connection with Claim for which Covered Person is entitled to indemnification by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to indemnification by the Trust.

The obligation of the Trust to indemnify a Covered person and/or make advances for the payment of expenses incurred by or for such Covered Person under this section may be made subject to conditions and procedures as the Trustees determine are necessary or appropriate to protect the Trust from the risk that a Covered person will ultimately be determined to be not entitled to indemnification hereunder. Except as otherwise provided in such conditions and procedures, the

Covered Person shall be entitled to the benefit of a rebuttable presumption that the Covered Person has not engaged in Disabling conduct and that the Covered Person is entitled to indemnification hereunder.

Nothing contained in this section shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entered into any contract to provide indemnification to any covered Person or other person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities or a merger or consolidation, assume the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Section.

SECTION 3. Indemnification of Shareholders. In case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the Trust estate to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the shareholder, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. A holder of shares of a series shall be entitled to indemnification hereunder only out of assets allocated to that series.

ARTICLE XII

Underwriting Arrangements

Any contract entered into for the sale of shares of the Trust pursuant to Article III, Section 1 of the Declaration of Trust shall require the other party thereto (hereinafter called the “underwriter”) whether acting as principal or as agent to use all reasonable efforts, consistent with the other business of the underwriter, to secure purchasers for the shares of the Trust.

The underwriter may be granted the right

(a)

To purchase as principal, from the Trust, at not less than net asset value per share, the shares needed, but no more than the shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for shares of the Trust received by the underwriter.

(b)

To purchase as principal, from shareholders of the Trust at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares) such shares as may be presented to the Trust, or the transfer agent of the Trust, for redemption and as may be determined by the underwriter in its sole discretion.

(c)

to resell any such shares purchased at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares).

ARTICLE XIII

Report to Shareholders

The Trustees shall at least semi-annually submit to the shareholders a written financial report of the transactions of the Trust including financial statements which shall at least annually be certified by independent public accountants.

ARTICLE XIV

Certain Transactions

SECTION 1. Long and Short Positions. Except as hereinafter provided, no officer or Trustee of the Trust and no partner, officer, director or share holder of the manager or investment adviser of the Trust or of the underwriter of the Trust, and no manager or investment adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust.

(a)

The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly upon receipt by the underwriter of purchase orders for such shares, unless the underwriter is otherwise instructed by its customer.

(b)

The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust as agent for the account of the Trust.

(c)

The foregoing provision shall not prevent the purchase from the Trust or from the underwriter of shares issued by the Trust by any officer or Trustee of the Trust or by any partner, officer, director or shareholder of the manager or investment adviser of the Trust at the price available to the public generally at the moment of such purchase or, to the extent that any such person is a shareholder, at the price available to shareholders of the Trust generally at the moment of such purchase, or as described in the current Prospectus of the Trust.

SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the manager or investment adviser of the Trust, or the underwriter of the Trust, or to the manager or investment adviser of the Trust or to the underwriter of the Trust.

SECTION 3. Miscellaneous . The Trust shall not permit any officer or Trustee, or any officer or director of the manager or investment adviser or underwriter of the Trust, to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (i) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or otherwise financially interested in the manager or investment adviser or

underwriter of the Trust; (ii) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the manager or investment adviser or underwriter of the Trust if such transaction is exempt from the applicable provisions of the Act; (iii) purchases of investments from the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (iv) employment of legal counsel, registrar, transfer agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust if only customary fees are charged for services to the Trust; (v) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee or director of the Trust or of the manager or investment adviser of the Trust, unless such purchase would violate the Trust’s investment policies or restrictions.

References to the manager or investment adviser of the Trust contained in this Article XIV shall also be deemed to refer to any sub-adviser appointed in accordance with Article III, Section 2 of the Declaration of Trust.

ARTICLE XV

Amendments

Except as provided in Section 3 of Article I of these By-Laws for the portions of such Section 3 referred to therein, these By-Laws may be amended at any meeting of the Trustees by a vote of a majority of the Trustees then in office.

**********

EXHIBIT (i)

[EXHIBITI_EX99ZI002.GIF]

Eaton Vance Management

Two International Place

Boston, MA 02110

(617) 482-8260

www.eatonvance.com

July 18, 2012

Eaton Vance Growth Trust

Two International Place

Boston, MA 02110

Ladies and Gentlemen:

Eaton Vance Growth Trust (the “Trust”) is a voluntary association (commonly referred to as a “business trust”) established under Massachusetts law with the powers and authority set forth under its Declaration of Trust dated May 25, 1989, as amended (the “Declaration of Trust”).

I am of the opinion that all legal requirements have been complied with in the creation of the Trust, and that said Declaration of Trust is legal and valid.

The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the Declaration of Trust, the Trustees may authorize one or more series or classes of shares, without par value, and the number of shares of each series or class authorized is unlimited. The series and classes of shares established and designated as of the date hereof and registered by Form N-1A are identified on Appendix A hereto.

Under the Declaration of Trust, the Trustees may from time to time issue and sell or cause to be issued and sold shares of the Trust for cash or for property. All such shares, when so issued, shall be fully paid and nonassessable by the Trust.

I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as we have deemed necessary or appropriate for the purpose of this opinion.

Based upon the foregoing, and with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that under existing law:

The Trust is a trust with transferable shares of beneficial interest organized in compliance with the laws of the Commonwealth of Massachusetts, and the Declaration of Trust is legal and valid under the laws of the Commonwealth of Massachusetts.

Shares of beneficial interest of the Trust registered by Form N-1A may be legally and validly issued in accordance with the Declaration of Trust upon receipt of payment in compliance with the Declaration of Trust and, when so issued and sold, will be fully paid and nonassessable by the Trust.

Eaton Vance Growth Trust

July 18, 2012

Page 2

I am a member of the Massachusetts bar and have acted as internal legal counsel to the Trust in connection with the registration of shares.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 137 to the Trust’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended.

Very truly yours,

/s/ Katy D. Burke

Katy D. Burke, Esq.

Vice President

Eaton Vance Management

Appendix A

Established and Designated Series of the Trust

Eaton Vance Asian Small Companies Fund ⁽⁵⁾

Eaton Vance Atlanta Capital Focused Growth Fund ⁽⁶⁾

Eaton Vance Atlanta Capital Select Equity Fund ⁽⁶⁾

Eaton Vance Atlanta Capital SMID-Cap Fund ⁽³⁾

Eaton Vance Greater China Growth Fund ⁽²⁾

Eaton Vance Focused Growth Opportunities Fund ⁽⁶⁾

Eaton Vance Focused Value Opportunities Fund ⁽⁶⁾

Eaton Vance Global Natural Resources Fund ⁽⁶⁾

Eaton Vance Multi-Cap Growth Fund ⁽²⁾

Eaton Vance Richard Bernstein All Asset Strategy Fund ⁽⁶⁾

Eaton Vance Richard Bernstein Equity Strategy Fund ⁽⁶⁾

Eaton Vance Worldwide Health Sciences Fund ⁽¹⁾

____________________________

Authorized classes are as follows:

⁽¹⁾

Classes A, B, C, I and R

⁽²⁾

Classes A, B, C and I

⁽³⁾

Classes A, C, I and R

⁽⁴⁾

Classes A, B and C

⁽⁵⁾

Classes A and B

⁽⁶⁾

Classes A, C and I

EXHIBIT (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 137 to Registration Statement No. 002-22019 on Form N-1A of our report dated October 17, 2011, relating to the financial statements and financial highlights of Eaton Vance Multi-Cap Growth Fund, one of the funds constituting Eaton Vance Growth Trust, appearing in the Annual Report on Form N-CSR of Eaton Vance Growth Trust, for the year ended August 31, 2011, and to the references to us under the headings “ Financial Highlights ” in the Prospectus and “ Independent Registered Public Accounting Firm ” and “ Financial Statements ” in the Statement of Additional Information, and Item 15 in the Supplement to the Prospectus, which are part of such Registration Statement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

July 18, 2012


(a)	(1)	Declaration of Trust dated May 25, 1989, filed as Exhibit (1)(a) to Post-Effective Amendment No. 59 filed August 16, 1995 (Accession No. 0000950156-95-000600) and incorporated herein by reference.
	(2)	Amendment to the Declaration of Trust dated August 18, 1992 filed as Exhibit (1)(b) to Post-Effective Amendment No. 59 filed August 16, 1995 and incorporated herein by reference.
	(3)	Amendment to the Declaration of Trust dated June 23, 1997 filed as Exhibit (1)(c) to Post-Effective Amendment No. 68 filed August 25, 1997 (Accession No. 0000950156-97-000646) and incorporated herein by reference.
	(4)	Amendment to the Declaration of Trust dated August 11, 2008 filed as Exhibit (a)(4) to Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633) and incorporated herein by reference.
	(5)	Amendment to Declaration of Trust dated November 14, 2011 filed as Exhibit (a)(5) to Post-Effective Amendment No. 125 filed December 22, 2011 (Accession No. 0000940394-11-001393) and incorporated herein by reference.
	(6)	Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value, as amended and restated April 23, 2012 filed herewith.
(b)		Amended and Restated By-Laws of Eaton Vance Growth Trust adopted April 23, 2012 filed herewith.
(c)		Reference is made to Item 28(a) and 28(b) above.
(d)	(1)	Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Richard Bernstein Multi-Market Equity Strategy Fund, and Eaton Vance Management dated August 9, 2010 filed as Exhibit (d)(3) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
	(2)	Investment Sub-Advisory Agreement between Eaton Vance Management and Richard Bernstein Advisors LLC dated August 9, 2010 filed as Exhibit (d)(4) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
	(3)	Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Focused Growth Opportunities Fund and Eaton Vance Management dated March 7, 2011 filed as Exhibit (d)(5) to Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No. 0000940394-11-000350) and incorporated herein by reference.
	(4)	Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Focused Value Opportunities Fund and Eaton Vance Management dated March 7, 2011 filed as Exhibit (d)(6) to Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No. 0000940394-11-000350) and incorporated herein by reference.
	(5)	Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Richard Bernstein All Asset Strategy Fund, and Eaton Vance Management dated September 30, 2011 filed as Exhibit (d)(7) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.


	(6)		Investment Sub-Advisory Agreement between Eaton Vance Management and Richard Bernstein Advisors LLC dated September 30, 2011 filed as Exhibit (d)(8) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.
	(7)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Atlanta Capital Select Equity Fund, and Eaton Vance Management dated December 30, 2011 filed as Exhibit (d)(9) to Post-Effective Amendment No. 126 filed December 23, 2011 (Accession No. 0000940394-11-001429) and incorporated herein by reference.
	(8)		Investment Sub-Advisory Agreement between Eaton Vance Management and Atlanta Capital Management Company, LLC dated December 30, 2011 filed as Exhibit (d)(10) to Post-Effective Amendment No. 126 filed December 23, 2011 (Accession No. 0000940394-11-001429) and incorporated herein by reference.
	(9)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Global Natural Resources Fund, and Eaton Vance Management dated April 30, 2012 filed as Exhibit (d)(11) to Post-Effective Amendment No. 132 filed April 27, 2012 (Accession No. 0000940394-12-000499) and incorporated herein by reference.
	(10)		Investment Sub-Advisory Agreement between Eaton Vance Management and AGF Investments America Inc. dated April 30, 2012 filed as Exhibit (d)(12) to Post-Effective Amendment No. 132 filed April 27, 2012 (Accession No. 0000940394-12-000499) and incorporated herein by reference.
	(11)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Emerging Markets Equity Fund, and Eaton Vance Management dated ____________ to be filed by Amendment.
	(12)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance Global Equity Fund, and Eaton Vance Management dated ____________ to be filed by Amendment.
	(13)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance International Equity Fund, and Eaton Vance Management dated ____________ to be filed by Amendment.
	(14)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton Vance U.S. Equity Fund, and Eaton Vance Management dated ____________ to be filed by Amendment.
(e)	(1)	(a)	Amended and Restated Distribution Agreement between Eaton Vance Growth Trust and Eaton Vance Distributors, Inc. effective August 9, 2010 with attached Schedules A and B dated August 9, 2010 filed as Exhibit (e)(1) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
		(b)	Amended Schedule B dated September 30, 2011 to the Amended and Restated Distribution Agreement between Eaton Vance Growth Trust and Eaton Vance Distributors, Inc. filed as Exhibit (e)(1)(b) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.


	(2)		Amendment dated April 23, 2012 to the Amended and Restated Distribution Agreement between Eaton Vance Growth Trust and Eaton Vance Distributors, Inc. effective August 9, 2010 filed as Exhibit (e)(2) to Post-Effective Amendment No. 134 filed June 15, 2012 (Accession No. 0000940394-12-000682) and incorporated herein by reference.
	(3)		Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized Dealers filed as Exhibit (e)(2) to Post-Effective Amendment No. 85 filed to the Registration Statement of Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) filed April 26, 2007 (Accession No. 0000940394-07-000430) and incorporated herein by reference.
(f)			The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the Matter of Capital Exchange Fund, Inc., Release No. IC-20671 (November 1, 1994).
(g)	(1)		Master Custodian Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(1) to Post-Effective Amendment No. 125 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed November 30, 2010 (Accession No. 0000940394-10-001163) and incorporated herein by reference.
	(2)		Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(2) to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000) and incorporated herein by reference.
	(3)		Amendment Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(3) to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference.
(h)	(1)		Amended and Restated Administrative Services Agreement between Eaton Vance Growth Trust on behalf of its series listed on Appendix A and Eaton Vance Management dated May 1, 2012 filed as Exhibit (h)(1) to Post-Effective Amendment No. 135 filed June 28, 2012 (Accession No. 0000940394-12-000792) and incorporated herein by reference.
	(2)		Transfer Agency and Shareholder Services Agreement effective September 1, 2011 filed as Exhibit (h)(4) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.
	(3)		Sub-Transfer Agency Services Agreement effective September 1, 2011 between BNY Mellon Investment Servicing (US) Inc. and Eaton Vance Management filed as Exhibit (h)(5) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.
	(4)	(a)	Expense Waivers/Reimbursements Agreement between Eaton Vance Management and each of the Trusts (on behalf of certain of their series) listed on Schedule A dated August 17, 2011 filed as Exhibit (h)(4) to Post-Effective Amendment No. 133 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed November 28, 2011 (Accession No. 0000940394-11-001253) and incorporated herein by reference.
		(b)	Amended Schedule A effective June 30, 2012 to the Expense Waivers/Reimbursements Agreement dated August 17, 2011 filed as Exhibit (h)(4)(b) to Post-Effective Amendment No. 135 filed June 28, 2012 (Accession No. 0000940394-12-000792) and incorporated herein by reference.


	(3)	Schedule B effective _________ to Amended and Restated Multiple Class Plan to be filed by Amendment.
	(4)	Schedule C effective _________ to Amended and Restated Multiple Class Plan to be filed by Amendment.
(p)	(1)	Code of Ethics adopted by the Eaton Vance Entities and the Eaton Vance Funds effective September 1, 2000, as revised June 1, 2012 filed as Exhibit (p) to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference.
	(2)	Code of Ethics adopted by Lloyd George Management Group, which includes: Lloyd George Management (BVI) Ltd, Lloyd George Investment Management (Bermuda) Ltd, Lloyd George Management (Hong Kong) Ltd, Lloyd George Investment Management (Hong Kong) Limited, Lloyd George Management (Europe) Ltd, Lloyd George Management (Singapore) Pte Ltd and the LGM Funds effective October 2008 filed as Exhibit (p)(2) to Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633) and incorporated herein by reference.
	(3)	Amended and Restated Code of Ethics dated March 23, 2011 adopted by OrbiMed Advisors, LLC filed as Exhibit (p)(3) to Post-Effective Amendment No. 121 filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference.
	(4)	Code of Business Conduct and Ethics adopted by Atlanta Capital Management Company, LLC effective January 1, 2006 as revised January 1, 2011 filed as Exhibit (p)(2) to Post-Effective Amendment No. 178 of Eaton Vance Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed August 17, 2011 (Accession No. 0000940394-11-000993) and incorporated herein by reference.
	(5)	Code of Ethics adopted by Parametric Portfolio Associates effective January 2, 2006 as revised January 31, 2011 filed as Exhibit (p)(4) to Post-Effective Amendment No. 178 of Eaton Vance Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed August 17, 2011 (Accession No. 0000940394-11-000993) and incorporated herein by reference.
	(6)	Code of Ethics adopted August, 2010 by Richard Bernstein Advisors LLC updated October, 2010 filed as Exhibit (p)(7) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
	(7)	Code of Business Conduct, Ethics and Personal Trading adopted by AGF Investments America Inc. effective February 16, 2012 filed as Exhibit (p)(8) to Post-Effective Amendment No. 132 filed April 27, 2012 (Accession No. 0000940394-12-000499) and incorporated herein by reference.
(q)	(1)	Power of Attorney for Eaton Vance Growth Trust dated November 1, 2005 filed as Exhibit (q) to Post-Effective Amendment No. 102 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed November 29, 2005 (Accession No. 0000940394-05-001357) and incorporated herein by reference.
	(2)	Power of Attorney for the President of Eaton Vance Growth Trust dated November 1, 2005 filed as Exhibit (q)(2) to Post-Effective Amendment No. 94 filed January 27, 2006 (Accession No. 0000940394-06-000125) and incorporated herein by reference.
	(3)	Power of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Greater China Growth Portfolio, Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio and Worldwide Health Sciences Portfolio dated November 1, 2005 filed as Exhibit (q)(2) to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by reference.


		(4)		Power of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Greater China Growth Portfolio and Growth Portfolio dated November 1, 2005 filed as Exhibit (q)(3) to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by reference.
		(5)		Power of Attorney for Global Growth Portfolio and Growth Portfolio dated November 1, 2005 filed as Exhibit (q)(4) to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by reference.
		(6)		Powers of Attorney for Worldwide Health Sciences Portfolio dated November 1, 2005 filed as Exhibit (q)(5) to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by reference.
		(7)		Powers of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Growth Portfolio, Greater China Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio, and Worldwide Health Sciences Portfolio dated November 1, 2005 filed as Exhibit (q)(7) to Post-Effective Amendment No. 94 filed January 27, 2006 (Accession No. 0000940394-06-000125) and incorporated herein by reference.
		(8)		Powers of Attorney for Eaton Vance Growth Trust dated April 23, 2007 filed as Exhibit (q)(8) to Post-Effective Amendment No. 99 filed December 20, 2007 (Accession No. 0000940394-07-002090) and incorporated herein by reference.
		(9)		Powers of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Growth Portfolio, Greater China Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio, and Worldwide Health Sciences Portfolio dated April 23, 2007 filed as Exhibit (q)(9) to Post-Effective Amendment No. 99 filed December 20, 2007 (Accession No. 0000940394-07-002090) and incorporated herein by reference.
		(10)		Power of Attorney for Eaton Vance Growth Trust dated November 12, 2007 filed as Exhibit (q)(10) to Post-Effective Amendment No. 99 filed December 20, 2007 (Accession No. 0000940394-07-002090) and incorporated herein by reference.
		(11)		Power of Attorney for Eaton Vance Growth Trust dated January 1, 2008 filed as Exhibit (q)(11) to Post-Effective Amendment No. 100 filed January 24, 2008 (Accession No. 0000940394-08-000061) and incorporated herein by reference.
		(12)		Power of Attorney for Large-Cap Portfolio and SMID-Cap Portfolio dated January 1, 2008 filed as Exhibit (q)(12) to Post-Effective Amendment No. 100 filed January 24, 2008 (Accession No. 0000940394-08-000061) and incorporated herein by reference.
		(13)		Power of Attorney for Eaton Vance Growth Trust dated November 17, 2008 filed as Exhibit (q)(13) to Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633) and incorporated herein by reference.
		(14)		Power of Attorney for Large-Cap Portfolio and SMID-Cap Portfolio dated November 17, 2008 filed as Exhibit (q)(14) to Post-Effective Amendment No. 103 filed January 26, 2009 (Accession No. 0000940394-09-000040) and incorporated herein by reference.
		(15)		Power of Attorney for Eaton Vance Growth Trust dated February 7, 2011 filed as Exhibit (q)(15) to Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No. 0000940394-11-000350) and incorporated herein by reference.
		(16)		Power of Attorney for Eaton Vance Growth Trust dated October 17, 2011 filed as Exhibit (q)(16) to Post-Effective Amendment No. 124 filed October 31, 2011 (Accession No. 0000940394-11-001164) and incorporated herein by reference.


(i)			Opinion of Internal Counsel dated July 18, 2012 filed herewith.
(j)			Consent of Independent Registered Public Accounting Firm for Eaton Vance Multi-Cap Growth Fund dated July 18, 2012 filed herewith.
(m)	(1)	(a)	Eaton Vance Growth Trust Class A Distribution Plan adopted June 23, 1997 and Amended April 24, 2006 with attached Schedule A filed as Exhibit (m)(1) to Post-Effective Amendment No. 95 filed October 30, 2006 (accession No. 0000940394-06-000845) and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class A Distribution Plan effective _________ to be filed by Amendment.
	(2)		Eaton Vance Growth Trust Class A Distribution Plan adopted April 28, 2011 with attached Schedule A effective April 28, 2011 filed as Exhibit (m)(3) to Post-Effective Amendment No. 118 filed May 2, 2011 (Accession No. 0000940394-11-000539) and incorporated herein by reference.
	(3)		Eaton Vance Growth Trust Class B Distribution Plan adopted June 23, 1997 with attached Schedule A effective June 23, 1997 filed as Exhibit (15)(c) to Post-Effective Amendment No. 68 filed August 25, 1997 and incorporated herein by reference.
	(4)	(a)	Eaton Vance Growth Trust Class C Distribution Plan adopted June 23, 1997 with attached Schedule A effective June 23, 1997 filed as Exhibit (15)(d) to Post-Effective Amendment No. 68 filed August 25, 1997 and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class C Distribution Plan effective August 10, 2009 filed as Exhibit (m)(4)(b) to Post-Effective Amendment No. 105 filed September 29, 2009 (Accession No. 0000940394-09-000758) and incorporated herein by reference.
	(5)	(a)	Eaton Vance Growth Trust Class C Distribution Plan adopted August 9, 2010 with attached Schedule A effective August 9, 2010 filed as Exhibit (m)(7) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class C Distribution Plan effective ________ to be filed by Amendment.
	(6)		Eaton Vance Growth Trust Class D Distribution Plan adopted December 11, 2000 with attached Schedule A filed as Exhibit (m)(5) to Post-Effective Amendment No. 76 filed January 22, 2001 (Accession No. 0000940394-01-500025) and incorporated herein by reference.
	(7)	(a)	Eaton Vance Growth Trust Class R Distribution Plan adopted December 10, 2001 with attached Schedule A filed as Exhibit (m)(6) to Post-Effective Amendment No. 78 filed December 21, 2001 and incorporated herein by reference.
		(b)	Amended Schedule A effective June 15, 2009 to Eaton Vance Growth Trust Class R Distribution Plan filed as Exhibit (m)(6)(b) to Post-Effective Amendment No. 104 filed July 30, 2009 (Accession No. 0000940394-09-000578) and incorporated herein by reference.
(n)	(1)		Amended and Restated Multiple Class Plan for Eaton Vance Funds dated August 6, 2007 filed as Exhibit (n) to Post-Effective Amendment No. 128 of Eaton Vance Mutual Funds Trust (File Nos. 2-90946 and 811-4015) filed August 10, 2007 (Accession No. 0000940394-07-000956) and incorporated herein by reference.
	(2)		Schedule A effective _________ to Amended and Restated Multiple Class Plan to be filed by Amendment.


		(17)		Powers of Attorney for Asian Small Companies Portfolio, Focused Growth Portfolio, Global Growth Portfolio, Greater China Growth Portfolio, Multi-Cap Growth Portfolio, SMID-Cap Portfolio and Worldwide Health Sciences Portfolio dated October 17, 2011 filed as Exhibit (q)(17) to Post-Effective Amendment No. 124 filed October 31, 2011 (Accession No. 0000940394-11-001164) and incorporated herein by reference.
		(18)		Power of Attorney for Eaton Vance Growth Trust dated November 14, 2011 filed as Exhibit (q)(18) to Post-Effective Amendment No. 125 filed December 22, 2011 (Accession No. 0000940394-11-001393) and incorporated herein by reference.