485BPOS 1 gtpea104final.htm EATON VANCE GROWTH TRUST PEA NOS. 104-77 DTD 7-31-09 gtpea104final.htm - Generated by SEC Publisher for SEC Filing

As filed with the Securities and Exchange Commission on July 30, 2009
                                                                                                                               1933 Act File No. 2-22019
                                                                                                                                 1940 Act File No. 811-1241


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933 ¨
POST-EFFECTIVE AMENDMENT NO. 104 x
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ¨
AMENDMENT NO. 77 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):

 

¨    immediately upon filing pursuant to paragraph (b)

   ¨ on (date) 485A pursuant to paragraph (a)(1)
x on July 31, 2009 pursuant to paragraph (b)   ¨    75 days after filing pursuant to paragraph (a)(2)
¨ 60 days after filing pursuant to paragraph (a)(1)   ¨ on (date) pursuant to paragraph (a)(2)

 

If appropriate, check the following box:

    

 

¨ this post effective amendment designates a new effective date for a previously filed post-effective amendment.

 

SMID-Cap Portfolio has also executed this Registration Statement.




Explanatory Note

Parts A and B of this Post-Effective Amendment No. 104 to the Registration Statement of Eaton Vance Growth Trust (the “Amendment”) are incorporated by reference to the Prospectus (Part A) and Statement of Additional Information (Part B) for Eaton Vance-Atlanta Capital SMID-Cap Fund dated February 1, 2009, as previously filed electronically with the Securities and Exchange Commission on January 26, 2009 (Accession No. 0000940394-09-000040), and Part A is hereby supplemented as indicated in the Amendment. This Amendment is being filed to supplement the Prospectus to add Class R shares of the Fund, a series of the Registrant.


EATON VANCE-ATLANTA CAPITAL SMID-CAP FUND
Supplement to Prospectus dated February 1, 2009

1. As of the date of this Supplement the Fund now offers Class R shares.

2. “Performance Information.”: No performance is shown for Class R shares because they have not been offered prior to the date of this Supplement.

3. The following is added to the Fund’s Shareholder Fees, Annual Fund Operating Expenses and Example tables that appear in “Fund Fees and Expenses.” and “Example.” under “Fund Summaries”:

Shareholder Fees    
(fees paid directly from your investment)   Class R
Maximum Sales Charge (Load) (as a percentage of offering price)   None
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at time of purchase or time of redemption)   None
Maximum Sales Charge (Load) Imposed on Reinvested Distributions   None

Annual Fund Operating Expenses for SMID-Cap Fund    
(expenses that are deducted from Fund and Portfolio assets)   Class R
Management Fees   1.00%
Distribution and Service (12b-1) Fees   0.50%
Other Expenses (1)   0.47%
Total Annual Fund Operating Expenses   1.97%
Expense Reimbursement(2)   (0.52)%
Total Annual Fund Operating Expenses (net of expense reduction)   1.45%

(1)      “Other Expenses” for Class R is estimated.
(2)      The administrator and sub-adviser have agreed to reimburse the Fund’s expenses to the extent Total Annual Fund Operating Expenses exceed 1.45% for Class R shares. This expense reimbursement will continue through January 31, 2010. Thereafter, the expense reimbursement may be changed or terminated at any time. The expense reimbursement relates to ordinary operating expenses only and amounts reimbursed may be subject to recoupment by the administrator and/or the sub-adviser.

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 as stated in the Fund Fees and Expenses tables above, except that any fee reduction or expense reimbursement is only applied during the period it is in effect. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

    1 Year   3 Years   5 Years   10 Years
Class R shares   $148   $568   $1,014   $2,254

4. The following replaces “Class A Shares” under “Purchasing Shares”:

Class A and Class R Shares

Your initial investment must be at least $1,000. After your initial investment, additional investments may be made in any amount at any time by sending a check payable to the order of the Fund or the transfer agent directly to the transfer agent (see back cover for address). Please include your name and account number and the name of the Fund with each investment.

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, certain group purchase plans (including tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers), and for persons affiliated with Eaton Vance and certain Fund service providers (as described in the Statement of Additional Information).

1


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

Class R shares are offered at net asset value with no front-end sales charge to retirement plan clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Retirement plan clients include pension plans (including tax-deferred retirement plans and profit-sharing plans), Individual Retirement Account rollovers and non-qualified deferred compensation programs. Class R shares pay distribution fees and service fees equal to 0.50% annually of average daily net assets. Returns on Class R shares are generally lower than returns on Class A shares because Class R has higher annual expenses than Class A.

6. The following replaces “Distribution and Service Fees.” under “Sales Charges”:

Class A and Class R shares have in effect plans under Rule 12b-1 that allow each Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”) and service fees for personal and/or shareholder account services. Class R shares pay distribution fees of 0.25% annually of average daily net assets. Although there is no present intention to do so, Class R shares could pay distribution fees of up to 0.50% annually upon Trustee approval. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. Class R shares also pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25% of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees for one year and thereafter investment dealers generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. After the sale of Class R shares, the principal underwriter generally pays service fees to investment dealers based on the value of shares sold by such dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.

7. The following replaces the paragraph under “Financial Highlights” and is added to the Financial Highlights table:

The financial highlights are intended to help you understand a 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 a Fund (assuming reinvestment of all distributions at net asset value). This information (except for the six-months ended March 31, 2009 for SMID-Cap Fund) has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The reports of Deloitte & Touche LLP and each Fund’s annual financial statements and SMID-Cap Fund’s semiannual financial statement for the six months ended March 31, 2009 are incorporated herein by reference and included in the Fund’s annual and/or semiannual report, which are available on request. Financial Highlights information is not provided for Class R shares because the Class had not yet commenced operations as of March 31, 2009.

       Six Months Ended March 31, 2009
        (Unaudited)
       Class A   Class I
Net asset value - Beginning of period   $10.930   $11.570
Income (loss) from operations        
Net investment loss(1)   $ (0.011)   $ (0.001)
Net realized and unrealized gain (loss)    (2.561)   (2.711)
Total income (loss) from operations   $ (2.572)   $ (2.712)
Less distributions        
From net realized gain   $ (0.258)   $ (0.258)
Total distributions   $ (0.258)   $ (0.258)
Net asset value - End of period   $ 8.100   $ 8.600
Total Return (2)    (23.49)%(6)   (23.40)%(6)
Ratios/Supplemental Data        
Net assets, end of period (000’s omitted)   $26,851   $29,629
Ratios (As a percentage of average daily net assets):        
     Expenses before custodian fee reduction(3)(4)(5)      1.20%(7)   0.95%(7)
     Net investment loss      (0.28)%(7)   (0.03)%(7)
Portfolio Turnover of the Portfolio          26%(6)   26%(6)

2


(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 and do not reflect the effect of sales charges.
(3)      Includes the Fund’s share of its corresponding Portfolio’s allocated expenses.
(4)      The investment adviser of the Portfolio waived a portion of its investment adviser fee and/or subsidized certain operating expenses and the administrator of the Fund subsidized certain operating expenses (equal to 0.79% of average daily net assets for the six months ended March 31, 2009). Absent this waiver and/or subsidy, total return would be lower. A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio.
(5)      Excludes the effect of custody fee credits, if any, of less than 0.005%.
(6)      Not annualized.
(7)      Annualized.

July 31, 2009

ATLPROS1

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PART C - OTHER INFORMATION
 
Item 23.   Exhibits (with inapplicable items omitted)
 
(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)   Amended and Restated Establishment and Designation of Series of Shares of Beneficial
    Interest, Without Par Value, as amended effective June 15, 2009 filed herewith.
 
(b) (1)   By-Laws filed as Exhibit (2)(a) to Post-Effective Amendment No. 59 filed August 16, 1995
    and incorporated herein by reference.
 
(2)   Amendment to By-Laws dated December 13, 1993 filed as Exhibit (2)(b) to Post-Effective
    Amendment No. 59 filed August 16, 1995 and incorporated herein by reference.
 
(3)   Amendment to By-Laws of Eaton Vance Growth Trust dated June 18, 2002 filed as Exhibit
    (b)(3) to Post-Effective Amendment No. 79 filed December 23, 2002 (Accession No.
    0000940394-02-000745) and incorporated herein by reference.
 
(4)   Amendment to By-Laws of Eaton Vance Growth Trust dated February 7, 2005 filed as Exhibit
    (b)(4) to Post-Effective Amendment No. 89 filed March 2, 2005 (Accession No. 0000940394-
    05-000248) and incorporated herein by reference.
 
(5)   Amendment to By-Laws of Eaton Vance Growth Trust dated December 11, 2006 filed as
    Exhibit (b)(5) to Post-Effective Amendment No. 97 filed December 21, 2006 (Accession No.
    0000940394-06-001172) and incorporated herein by reference.
 
(6)   Amendment to By-Laws of Eaton Vance Growth Trust dated August 11, 2008 filed as Exhibit
    (b)(6) to Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No.
    0000940394-08-001633) and incorporated herein by reference.
 
   (c)   Reference is made to Item 23(a) and 23(b) above.
 
(d) (1)   Investment Advisory Agreement with Boston Management and Research for Atlanta Capital
    Intermediate Bond Fund dated December 10, 2001 filed as Exhibit (d)(1) to Post-Effective
    Amendment No. 78 filed December 21, 2001 (Accession No. 0000940394-01-500575) and
    incorporated herein by reference.

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         (2)   Investment Sub-Advisory Agreement between Boston Management and Research and Atlanta
    Capital Management Company, LLC for Atlanta Capital Intermediate Bond Fund dated
    December 10, 2001 filed as Exhibit (d)(2) to Post-Effective Amendment No. 78 filed
    December 21, 2001 and incorporated herein by reference.
 
(e)      (1)          (a)   Amended and Restated Distribution Agreement between Eaton Vance Growth Trust and Eaton
    Vance Distributors, Inc. effective December 10, 2001 with attached Schedule A dated
    December 10, 2001 filed as Exhibit (e)(1) to Post-Effective Amendment No. 77 filed
    December 20, 2001 (Accession No. 0000940394-01-500566) and incorporated herein by
    reference.
 
                   (b)   Amended Schedule A dated October 20, 2003 to Amended and Restated Distribution
    Agreement effective December 10, 2001 filed as Exhibit (e)(1)(a) to Post-Effective
    Amendment No. 83 filed October 20, 2003 and incorporated herein by reference.
 
         (2)   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)   Custodian Agreement with Investors Bank & Trust Company dated November 7, 1994 filed as
    Exhibit (8) to Post-Effective Amendment No. 59 filed August 16, 1995 and incorporated
    herein by reference.
 
         (2)   Amendment to Custodian Agreement with Investors Bank & Trust Company dated October
    23, 1995 filed as Exhibit (8)(b) to Post-Effective Amendment No. 61 filed December 28, 1995
    and incorporated herein by reference.
 
         (3)   Amendment to Master Custodian Agreement with Investors Bank & Trust Company dated
    December 21, 1998 filed as Exhibit (g)(3) to the Registration Statement of Eaton Vance
    Municipals Trust (File Nos. 33-572, 811-4409) (Accession No. 0000950156-99-000050) filed
    January 25, 1999 and incorporated herein by reference.
 
         (4)   Extension Agreement dated August 31, 2005 to Master Custodian Agreement with Investors
    Bank & Trust Company filed as Exhibit (j)(2) to the Eaton Vance Tax-Managed Global Buy-
    Write Opportunities Fund N-2, Pre-Effective Amendment No. 2 (File Nos. 333-123961, 811-
    21745) filed September 26, 2005 (Accession No. 0000950135-05-005528) and incorporated
    herein by reference.
 
         (5)   Delegation Agreement dated December 11, 2000 with Investors Bank & Trust Company filed
    as Exhibit (j)(e) to the Eaton Vance Prime Rate Reserves N-2, File No. 333-32276, 811-05808,
    Amendment No. 5, filed April 3, 2001 (Accession No. 0000940394-01-500125) and
    incorporated herein by reference.

                                                                                               C-2


(h) (1) (a)   Management Contract between Eaton Vance Growth Trust (on behalf of Eaton Vance Asian
    Small Companies Fund, Eaton Vance Information Age Fund, Eaton Vance Greater China
    Growth Fund and Eaton Vance Worldwide Health Sciences Fund) and Eaton Vance
    Management dated June 23, 1997 filed as Exhibit (5)(a) to Post-Effective Amendment No. 68
    filed August 25, 1997 and incorporated herein by reference.
 
(b)   Fee Reduction Agreement between Eaton Vance Growth Trust and Eaton Vance Global
    Growth Fund dated July 28, 2006 to Management Contract dated June 23, 1997 filed as
    Exhibit (h)(1)(b) to Post-Effective Amendment No. 95 filed October 30, 2006 (Accession No.
    0000940394-06-000845) and incorporated herein by reference.
 
(2) (a)   Amended and Restated Administrative Services Agreement between Eaton Vance Growth
    Trust (on behalf of certain of its series) and Eaton Vance Management dated December 10,
    2001 with attached Schedule A dated December 10, 2001 filed as Exhibit (h)(2)(a) to Post-
    Effective Amendment No. 78 filed December 21, 2001 and incorporated herein by reference.
 
(b)   Administrative Services Agreement between Eaton Vance Growth Trust (on behalf of certain
    of its series) and Eaton Vance Management effective December 10, 2001 with attached
    Schedule A dated December 10, 2001 filed as Exhibit (h)(2)(b) to Post-Effective Amendment
    No. 78 filed December 21, 2001 and incorporated herein by reference.
 
(3) (a)   Transfer Agency Agreement dated August 1, 2008 filed as Exhibit (h)(1) to Post-Effective
    Amendment No. 70 of Eaton Vance Series Trust II (File Nos. 02-42722 and 811-02258) filed
    October 27, 2008 (Accession No. 0000940394-08-001324) and incorporated herein by
    reference.
 
(b)   Red Flag Services Amendment to the Transfer Agency Agreement effective May 1, 2009 with
    attached Schedule A effective April 30, 2009 filed as Exhibit (h)(2)(b) to Post-Effective
    Amendment No. 31 of Eaton Vance Municipals Trust II (File Nos. 33-71320, 811-8134) filed
    May 28, 2009 (Accession No. 0000940394-09-000411) and incorporated herein by reference.
 
      (4)   Sub-Transfer Agency Services Agreement effective August 1, 2005 between PFPC Inc. and
    Eaton Vance Management filed as Exhibit (h)(3) to Post-Effective Amendment No. 109 of
    Eaton Vance Mutual Funds Trust (File Nos. 02-90946 and 811-4015) filed August 25, 2005
(Accession No. 0000940394-05-000983) and incorporated herein by reference.
 
(5) (a)   Expense Waivers/Reimbursements Agreement between Eaton Vance Management and Eaton
    Vance Growth Trust, Eaton Vance Mutual Funds Trust, Eaton Vance Special Investment Trust
    and Eaton Vance Variable Trust (on behalf of certain of their series) dated October 16, 2007
    filed as Exhibit (h)(5) to Post Effective Amendment No. 131 of Eaton Vance Mutual Funds
    Trust (File Nos. 02-90946, 811-4015) filed November 26, 2007 and incoporated herein by
    reference.
 
(b)   Amended Schedule A effective May 1, 2009 to the Expense Waivers/Reimbursements
    Agreement dated October 16, 2007 filed as Exhibit (h)(10)(b) to Post-Effective Amendment
    No. 94 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed April
    27, 2009 (Accession No. 0000940394-09-000291) and incorporated herein by reference.
 
      (6)   Expense Reduction Agreement between Eaton Vance Growth Trust, Eaton Vance Management
    and Lloyd George Investment Management (Bermuda) Ltd. filed as Exhibit (h)(6) to Post-
    Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-
    001633) and incorporated herein by reference.

                                                                                               C-3


(i)   Opinion of Internal Counsel dated July 30, 2009 filed herewith.
 
(j)   Consent of Independent Registered Public Accounting Firm for Eaton Vance-Atlanta Capital
    SMID-Cap Fund filed herewith.
 
(m)      (1)   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.
 
         (2)   Eaton Vance Growth Trust Class A Distribution Plan adopted June 23, 1997 with attached
    Schedule A effective June 23, 1997 filed as Exhibit (15)(b) to Post-Effective Amendment No.
    68 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
    January 1, 1998 filed as Exhibit (m)(4)(b) to Post-Effective Amendment No. 86 filed
    December 23, 2003 (Accession No. 0000940394-03-001267) and incorporated herein by
    reference.
 
         (5)   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.
 
         (6)         (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 herewith.
 
(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.

                                                                                             C-4


(2)   Schedule A effective June 15, 2009 to Amended and Restated Multiple Class Plan filed as
    Exhibit (10)(d)(ii) to Eaton Vance Municipals Trust N-14 (File Nos. 33-71320, 811-8134)
    (Accession No. 0000940394-09-000456) filed June 22, 2009 and incorporated herein by
    reference.
 
(3)   Schedule B effective June 15, 2009 to Amended and Restated Multiple Class Plan filed as
    Exhibit (10)(d)(iii) to Eaton Vance Municipals Trust N-14 (File Nos. 33-71320, 811-8134)
    (Accession No. 0000940394-09-000456) filed June 22, 2009 and incorporated herein by
    reference.
 
(4)   Schedule C effective June 15, 2009 to Amended and Restated Multiple Class Plan filed as
    Exhibit (10)(d)(iv) to Eaton Vance Municipals Trust N-14 (File Nos. 33-71320, 811-8134)
    (Accession No. 0000940394-09-000456) filed June 22, 2009 and incorporated herein by
    reference.
 
(p) (1)   Code of Ethics adopted by Eaton Vance Corp., Eaton Vance Management, Boston
    Management and Research, Eaton Vance Distributors, Inc. and the Eaton Vance Funds
    effective September 1, 2000, as revised June 15, 2009 filed as Exhibit (p)(1) to Post-Effective
    Amendment No. 144 of Eaton Vance Mutual Funds Trust (File Nos. 2-90946, 811-4015) filed
    June 30, 2009 (Accession No. 0000940394-09-000528) 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 December 28, 2007 adopted by OrbiMed
    Advisors, LLC filed as Exhibit (p)(3) to Post-Effective Amendment No. 102 filed December
    24, 2008 (Accession No. 0000940394-08-001633) and incorporated herein by reference.
 
(4)   Code of Business Conduct and Ethics adopted by Atlanta Capital Management Company,
    LLC effective January 1, 2006 filed as Exhibit (p)(4) to Post-Effective Amendment No. 95
    filed October 30, 2006 (Accession No. 0000940394-06-000845) and incorporated herein by
    reference.
 
(5)   Code of Ethics adopted by Eagle Global Advisors, LLC effective May 14, 2004 (as revised
    February 1, 2005) filed as Exhibit (p)(5) to Post-Effective Amendment No. 111 of Eaton
    Vance Mutual Funds Trust (File Nos. 2-90946, 811-4015) filed October 26, 2005 (Accession
    No. 0000940394-05-001154) and incorporated herein by reference.
 
(6)   Code of Ethics adopted by Parametric Portfolio Associates effective January 2006 filed as
    Exhibit (p)(2) to Post-Effective Amendment No. 68 of Series Trust II (File Nos. 02-42722,
    811-02258) filed October 25, 2007 (Accession No. 0000940394-07-001230) 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.

                                                                                       C-5


(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.

                                                                                           C-6


(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.

Item 24.   Persons Controlled by or Under Common Control

  Not applicable

Item 25.   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 26.   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)Boston Management and Research (File No. 801-43127), Lloyd George (Bermuda)(File No. 801-40889), Lloyd George (Hong Kong)(File No. 801-40890), OrbiMed (File No. 801-34429), Atlanta Capital Management Company, LLC (File No. 801-52179) and Eagle Global Advisors, LLC (File No. 801-53294) filed with the Commission, all of which are incorporated herein by reference.

Item 27.   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 Mutual Funds Trust
    Eaton Vance Investment Trust   Eaton Vance Series Trust II
    Eaton Vance Managed Income Term Trust   Eaton Vance Special Investment Trust
    Eaton Vance Municipals Trust   Eaton Vance Variable Trust
    Eaton Vance Municipals Trust II    

C-7


(b)        
 
(1)   (2)   (3)
Name and Principal   Positions and Offices   Positions and Offices
Business Address*   with Principal Underwriter   with Registrant
 
Julie Andrade   Vice President   None
Michelle Baran   Vice President   None
Ira Baron   Vice President   None
Jeffrey P. Beale   Vice President   None
Matthew Bennett   Vice President   None
Stephanie H. Brady   Vice President   None
Timothy Breer   Vice President   None
Mark Burkhard   Vice President   None
Eric Caplinger   Vice President   None
Mark Carlson   Vice President   None
Tiffany Cayarga   Vice President   None
Randy Clark   Vice President   None
Michael Collins   Vice President   None
Daniel C. Cataldo   Vice President and Treasurer   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 Darrow   Vice President   None
Derek Devine   Vice President   None
Todd Dickinson   Vice President   None
John Dolan   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
Troy Evans   Vice President   None
Lawrence L. Fahey   Vice President   None
Thomas E. Faust Jr.   Director   Trustee and President
Richard A. Finelli   Vice President   None
Daniel Flynn   Vice President   None
James Foley   Vice President   None
J. Timothy Ford   Vice President   None
Kathleen Fryer   Vice President   None
Anne Marie Gallagher   Vice President   None
William M. Gillen   Senior Vice President   None
Hugh S. Gilmartin   Vice President   None
David Gordon   Vice President   None
Linda Grasso   Vice President   None
John Greenway   Vice President   None
Jorge Gutierrez   Vice President   None
Peter Hartman   Vice President   None
Richard Hein   Vice President   None
Joseph Hernandez   Vice President   None
Perry D. Hooker   Vice President   None
Christian Howe   Vice President   None
Thomas Hughes   Vice President   None
Jonathan Isaac   Vice President   None
Elizabeth Johnson   Vice President   None
Lisa M. Jones   Vice President   None
Paul F. Jones   Vice President   None
Steve Jones   Vice President   None
Sean Kelly   Vice President   None
Kathleen Krivelow   Vice President   None
David Lefcourt   Vice President   None
Coleen Lynch   Vice President   None
John Macejka   Vice President   None
Christopher Marek   Vice President   None
Frederick S. Marius   Vice President, Secretary, Clerk and Chief Legal Officer   None
Geoff Marshall   Vice President   None

                                                                                     C-8


Christopher Mason   Vice President   None
Judy Snow May   Vice President   None
Daniel McCarthy   Vice President   None
Don McCaughey   Vice President   None
Andy McClelland   Vice President   None
Dave McDonald   Vice President   None
Tim McEwen   Vice President   None
Jac McLean   Senior 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
Andrew Ogren   Vice President   None
Stephen O’Loughlin   Vice President   None
Philip Pace   Vice President   None
Shannon McHugh Price   Vice President   None
James Putman   Vice President   None
James Queen   Vice President   None
David Richman   Vice President   None
Michael Shea   Vice President   None
Alan Simeon   Vice President   None
Randy Skarda   Vice President   None
Kerry Smith   Vice President   None
Bill Squadroni   Vice President   None
David Stokkink   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
Michael Tordone   Vice President   None
John M. Trotsky   Vice President   None
John Vaughan   Vice President   None
Randolph Verzillo   Vice President   None
Greg Walsh   Vice President   None
Stan Weiland   Vice President   None
Robert J. Whelan   Vice President and Director   None
Greg Whitehead   Vice President   None
Steve Widder   Vice President   None
Matthew J. Witkos   President, Chief Executive Officer and Director   None
Joseph Yasinski   Vice President   None
Trey Young   Vice President   None
Gregor Yuska   Vice President   None

* Address is Two International Place, Boston, MA 02110

  (c)   Not applicable

                                                                                         C-9


Item 28.   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, PNC Global Investment Servicing (U.S.) 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, Boston Management and Research, Lloyd George Investment Management (Bermuda) Limited, OrbiMed Advisors, LLC, Atlanta Capital Management Company, LLC and Eagle Global Advisors, LLC.

Item 29.   Management Services

  Not applicable

Item 30.   Undertakings

  None

C-10


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 30, 2009.

                   EATON VANCE GROWTH TRUST

By: Thomas E. Faust Jr.*
                         Thomas E. Faust Jr., 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 their capacities indicated on July 30, 2009.

           Signature                                    Title
 
 
Thomas E. Faust Jr.*          Trustee and President (Chief Executive Officer)
Thomas E. Faust Jr.    
 
/s/ Barbara E. Campbell   Treasurer (Principal Financial and Accounting Officer)
Barbara E. Campbell    
 
Benjamin C. Esty*                            Trustee
Benjamin C. Esty    
 
Allen R. Freedman*                            Trustee
Allen R. Freedman    
 
William H. Park*                            Trustee
William H. Park    
 
Ronald A. Pearlman*                            Trustee
Ronald A. Pearlman    
 
Helen Frame Peters*                            Trustee
Helen Frame Peters    
 
Heidi L. Steiger*                            Trustee
Heidi L. Steiger    
 
Lynn A. Stout*                            Trustee
Lynn A. Stout    
 
Ralph F. Verni*                            Trustee
Ralph F. Verni    
 
*By: /s/ Maureen A. Gemma    
       Maureen A. Gemma (As attorney-in-fact)

                                                                                     C-11


SIGNATURES

     SMID-Cap Portfolio has duly caused this Amendment to the Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No. 02-22019) to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts on July 30, 2009.

SMID-CAP PORTFOLIO

         By: /s/ Duncan W. Richardson
                               Duncan W. Richardson, President

     This Amendment to the Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No. 02-22019) has been signed below by the following persons in their capacities on July 30, 2009.

         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    
 
Benjamin C. Esty*                                Trustee
Benjamin C. Esty    
 
Thomas E. Faust Jr.*                                Trustee
Thomas E. Faust Jr.    
 
Allen R. Freedman*                                Trustee
Allen R. Freedman    
 
William H. Park*                                Trustee
William H. Park    
 
Ronald A. Pearlman*                                Trustee
Ronald A. Pearlman    
 
Helen Frame Peters*                                Trustee
Helen Frame Peters    
 
Heidi L. Steiger*                                Trustee
Heidi L. Steiger    
 
Lynn A. Stout*                                Trustee
Lynn A. Stout    
 
Ralph F. Verni*                                 Trustee
Ralph F. Verni    
 
*By: /s/ Maureen A. Gemma    
      Maureen A. Gemma (As attorney-in-fact)

                                                                                       C-12


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) (5)   Amended and Restated Establishment and Designation of Series of Shares of Beneficial
    Interest, Without Par Value, as amended and restated effective June 15, 2009.
         (i)   Opinion of Internal Counsel dated July 30, 2009.
         (j)   Consent of Independent Registered Public Accounting Firm for Eaton Vance-Atlanta Capital
    SMID-Cap Fund dated July 30, 2009.
         (m) (6) (b)   Amended Schedule A effective June 15, 2009 to Eaton Vance Growth Trust Class R
    Distribution Plan.

                                                                                                      C-13