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2012-10-25
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EATON VANCE GROWTH TRUST
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 20pt; text-align: center">EATON VANCE RICHARD BERNSTEIN EQUITY
STRATEGY FUND<br />
Supplement to Prospectus dated January 1, 2012</p>
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">1.  The following replaces the first and second paragraphs
in “Principal Investment Strategies” under “Fund Summary”:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Under normal circumstances, the Fund invests at least 80%
of its net assets in equity securities and derivative instruments that provide exposure to equity securities (the “80% Policy”).
The Fund may invest up to 20% of its net assets in fixed-income securities, including securities of any rating or that are unrated
and/or in currencies. The Fund may invest an unlimited amount of its assets in foreign securities located in developed or emerging
market countries, including securities trading in the form of depositary receipts. The Fund may invest in stocks of companies of
any capitalization, real estate investment trusts, exchange-traded notes ("ETNs") and exchange-traded funds ("ETFs",
including commodity-related ETFs), and other pooled investment vehicles.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Fund may engage in derivative transactions to seek return, to
hedge against fluctuations in securities prices, interest rates or currency exchange rates, or as a substitute for the purchase
or sale of securities or currencies.  The Fund expects to use derivatives principally when seeking to gain exposure to equity
securities using futures contracts on securities indices and/or when seeking to gain or reduce exposure to certain currencies by
buying or selling forward foreign currency exchange contracts.  However, the Fund may also purchase or sell forwards or other
types of futures contracts; options on futures contracts; exchange traded and over-the-counter options; equity collars; equity-linked
securities and equity swap agreements. The Fund may also engage in covered short sales (on individual securities held or on an
index or basket of securities whose constituents are held in whole or in part or for which liquid assets have been segregated).
 There is no stated limit on the Fund’s use of derivatives.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">2.  The following replaces “Risks of Commodities-Related
Investments.” in “Principal Risks” under “Fund Summary”:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><font style="color: #3F3F3F">Risks of Commodity-Related Investments.</font><font style="color: black">
 The value of commodities investments will generally be affected by overall market movements and factors specific to a particular
industry or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments.
Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and
cause the value of the Fund’s commodity investments to fall. The frequency and magnitude of such changes cannot be predicted.
Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities.
No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to
realize the full value of such investments in the event of the need to liquidate such investments and/or shares of an ETF that
invests in such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments.
Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the
counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument</font><font style="color: red">.</font></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">3.  The following replaces “Foreign Currencies”
under “Investment Objective & Principal Policies and Risks”:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><font style="color: #3F3F3F">Foreign Currencies.</font><font style="color: black">
 The value of foreign assets and currencies as measured in U.S. dollars may be affected favorably or unfavorably by changes
in foreign currency rates and exchange control regulations, application of foreign tax laws (including withholding tax), governmental
administration of economic or monetary policies (in this country or abroad), and relations between nations and trading.  Foreign
currencies also are subject to settlement, custodial and other operational risks. Currency exchange rates can be affected unpredictably
by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.  Costs are incurred in connection with conversions between currencies.  The
Fund may engage in spot transactions and forward foreign currency exchange contracts, purchase and sell options on currencies and
purchase and sell currency futures contracts and related options thereon (collectively, “Currency Instruments”) to
seek to hedge against the decline in the value of currencies in which its portfolio holdings are denominated against the U.S. dollar
or to seek to enhance returns.  Use of Currency Instruments may involve substantial currency risk and may also involve counterparty,
leverage or liquidity risk.</font></p>
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<td style="padding-top: 6pt; padding-bottom: 6pt; font-size: 10pt">October 25, 2012</td>
<td style="padding-top: 6pt; padding-bottom: 6pt; font-size: 10pt; text-align: right">6356-10/12<font style="font-family: Arial, Helvetica, Sans-Serif"> </font>RBMMEPS</td></tr>
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