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


AMENDMENT TO THE BY-LAWS OF
EATON VANCE GROWTH TRUST

October 17, 2011


Pursuant to Article XV of the By-Laws of Eaton Vance Growth
Trust (the "Trust"), upon vote by a majority of the Trustees of
the Trust, Section 4 of Article VI is hereby amended and restated
in its entirety as follows:

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.