EATON VANCE GROWTH TRUST

AMENDMENT TO DECLARATION OF
TRUST


AMENDMENT effective November 14,
2011, made to the Declaration of Trust dated
May 25, 1989, as amended, (hereinafter
called the "Declaration") of Eaton Vance
Growth Trust, a Massachusetts business trust
(hereinafter called the "Trust"), by at least a
majority of the Trustees of the Trust in office
on November 14, 2011.

WHEREAS, Section 7 of Article XIV of the
Declaration empowers a majority of the
Trustees of the Trust to amend the
Declaration without the vote or consent of
Shareholders to make such changes as do not
have a materially adverse effect on the rights
or interests of Shareholders;

NOW, THEREFORE, at least a majority of
the duly elected and qualified Trustees do
hereby amend the Declaration in the
following manner:

1.	Section 4 of Article XIV of the
Declaration is hereby amended and restated
in its entirety to read as follows:

Section 4.  Termination of the Trust or a
Series or a Class.  (a)  The Trust or any Series
or Class thereof may be terminated by: (1) the
affirmative vote of the holders of not less
than two-thirds of the Shares outstanding and
entitled to vote at any meeting of
Shareholders of the Trust or the appropriate
Series or Class thereof, or by an instrument or
instruments in writing without a meeting,
consented to by the holder of two-thirds of
the Shares of the Trust or a Series or Class
thereof, provided, however, that, if such
termination is recommended by the Trustees,
the vote of a majority of the outstanding
voting securities of the Trust or a Series or
Class thereof entitled to vote thereon shall be
sufficient authorization; or (2) by the
approval of a majority of the Trustees then in
office to be followed by a written notice to
Shareholders.  Such Trustee approval may
(but need not) be based on factors or events
adversely affecting the ability of the Trust,
such Series or Class to conduct its business
and operations in an economically viable
manner.  Such factors and events may
include (but are not limited to) the inability of
a Series or Class or the Trust to maintain its
assets at an appropriate size, changes in laws
or regulations governing the Series or Class or
the Trust or affecting assets of the type in
which such Series or Class or the Trust
invests, or political social, legal, or economic
developments or trends having an adverse
impact on the business or operations of such
Series or Class or the Trust.  Upon the
termination of the Trust or the Series or Class,

(i)	The Trust, Series or Class shall carry on no
business except for the purpose of winding
up its affairs.

(ii)	The Trustees shall proceed to wind up the
affairs of the Trust, Series or Class and all of
the powers of the Trustees under this
Declaration shall continue until the affairs of
the Trust, Series or Class shall have been
wound up, including the power to fulfill or
discharge the contracts of the Trust, Series or
Class, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all
or any part of the remaining Trust Property or
assets allocated or belonging to such Series or
Class to one or more persons at public or
private sale for consideration which may
consist in whole or in part of cash, securities
or other property of any kind, discharge or
pay its liabilities, and do all other acts
appropriate to liquidate its business.

(iii)	After paying or adequately providing for the
payment of all liabilities, and upon receipt of
such releases, indemnities and refunding
agreements as they deem necessary for their
protection, the Trustee may distribute the
remaining Trust Property or the remaining
property of the terminated Series or Class, in
cash or in kind or in any combination thereof,
among the Shareholders of the Trust or the
Series or Class according to their respective
rights.

 (b)  After termination of the Trust, Series or
Class and distribution to the Shareholders as
herein provided, a Trustee or an officer of the
Trust shall execute and lodge among the
records of the Trust and file with the
Massachusetts Secretary of State an
instrument and a certificate (which may be
part of such instrument) in writing setting
forth the fact of such termination and that it
has been duly adopted by the Trustees, and
the Trustees shall thereupon be discharged
from all further liabilities and duties with
respect to the Trust or the terminated Series or
Class, and the rights and interests of all
Shareholders of the Trust or the terminated
Series or Class shall thereupon cease.


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IN WITNESS WHEREOF, the undersigned
certifies this amendment has been duly
adopted at a meeting of the Board of Trustees
held on November 14, 2011.  Signed this 21st
day of December, 2011.

/s/ Maureen A. Gemma
Maureen A. Gemma
Secretary to the Trust