Business Radar | Eaton Vance Corp | Annual Report of 2015

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Eaton Vance ANNUAL REPORT 2015

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About the Cover: The images represent the six principal operating locations of Eaton Vance and its consolidated subsidiaries: (from left) New York, Atlanta, Boston, Seattle, Minneapolis and London. 2015 Annual Report 2

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2015 Annual Report 3

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To Shareholders and Friends of Eaton Vance: The year ended October 31, 2015 was a challenging period for active asset managers, as investment trends and business dynamics favored low-cost index investing over active management. Across a range of investment categories, active managers as a group underperformed their benchmarks, net of expenses. Across distribution channels, actively managed strategies lost market share to their passive counterparts. Among other contributing factors, the expanding exchange-traded fund (ETF) market has opened up a convenient and efficient outlet for index investing that, as yet, has no broad parallel for active strategies. Because Eaton Vance is primarily an active manager, these unfavorable industry developments adversely affected our stock performance, financial results and organic revenue growth in fiscal 2015. As described below, the Company’s strategy includes a series of initiatives to overcome what we expect will remain a difficult business environment for traditional active managers. Holders of Eaton Vance nonvoting common stock realized a total return of 0.6 percent in fiscal 2015. For comparison, other U.S. asset manager stocks returned an average of -12.4 percent and the S&P 500 Index, 2015 Annual Report 4

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a benchmark of large-cap U.S. stocks, returned 3.0 percent in the same period. While better than most peer asset managers, our fiscal 2015 stock returns fell short of U.S. market performance and our own objectives. Unfavorable industry Eaton Vance had $2.29 of adjusted earnings per diluted share1 in the fiscal year ended October 31, 2015, down eight percent from $2.48 in fiscal 2014. developments As determined under U.S. generally accepted accounting principles (GAAP), the Company earned $1.92 and $2.44 per diluted share, respectively, in fiscal 2015 adversely affected our and fiscal 2014. Adjusted earnings differed from GAAP earnings in fiscal 2015 to reflect the payment of $73 million, or approximately $0.37 per diluted share, stock performance, to terminate service and additional compensation arrangements for certain Eaton Vance closed-end funds with a major distribution partner. financial results and In fiscal 2015, the Company’s consolidated revenue decreased three percent organic revenue to $1.40 billion, as lower average fee rates more than offset higher average managed assets. Adjusted to exclude the previously mentioned $73 million growth in fiscal 2015. termination payment, operating income was down nine percent from fiscal 2014, reflecting the year’s lower revenue and substantially unchanged expenses. Adjusted operating margins were 33.7 percent in fiscal 2015 versus 35.8 percent in fiscal 2014. Consolidated assets under management were $311.4 billion on October 31, 2015, an increase of five percent from $297.7 billion at the end of fiscal 2014. Average consolidated managed assets were $303.8 billion in fiscal 2015, also five percent higher. Due to shifts in business mix, our investment advisory and administrative fee revenue per dollar of assets managed fell from 43 basis points in fiscal 2014 to 39 basis points in fiscal 2015, a decline of nine percent. The Company had consolidated net inflows of $16.7 billion in fiscal 2015, a six percent internal growth rate (consolidated net inflows divided by beginning-of- period consolidated assets under management) and our 20th consecutive year of positive net flows. For comparison, the Company had consolidated net inflows of $2.8 billion and one percent internal growth in fiscal 2014. Reflecting lower average fee rates on inflows versus outflows, our internal growth in investment advisory and administrative fee revenue was minus two percent in fiscal 2015 and minus three percent in fiscal 2014. Fiscal 2015 net inflows were led by Parametric’s portfolio implementation and exposure management businesses, with net inflows of $10.8 billion and $9.3 billion, respectively. Investment advisory and administrative fee rates for these businesses averaged 16 basis points and 5 basis points, respectively, unchanged from fiscal 2014, but well below the Company’s average fee rate. Relatively low- fee laddered bond and cash management separate account mandates contributed approximately $3.6 billion to fixed-income net inflows in fiscal 2015, reducing fixed-income category average investment advisory and administrative fee rates from 45 basis points in fiscal 2014 to 43 basis points in fiscal 2015. 1 See footnote 1 on page 17. 2015 Annual Report 5

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Our net outflows in fiscal 2015 were concentrated primarily in two areas: floating- rate income and Parametric emerging-market equities, with net outflows of $5.0 billion and $4.7 billion, respectively. In both cases, our flow results were consistent with weak overall industry trends. Adding the effect of market declines, Active management our managed assets in these two investment areas fell by $14.6 billion, or five percent of total consolidated assets under management, in fiscal 2015. Investment is a game of winners advisory and administrative fee rates for our equity and floating-rate income categories averaged 64 basis points and 53 basis points, respectively, in fiscal and losers, and we 2015, down one basis point from fiscal 2014. are positioned to be Comparing fiscal 2015 net flows to fiscal 2014, we saw significant year-over- year improvement in alternatives and Eaton Vance Management (EVM)-managed a winner. equities, which moved from net outflows of $3.9 billion and $5.3 billion, respectively, to net outflows of $700 million and $900 million. Within alternatives and EVM-managed equities, the largest contributors to improved net flows were global macro and large-cap value strategies. Also contributing positively to fiscal 2015 equity flows were Parametric’s managed options and defensive equity strategies, with net inflows of $1.8 billion and $1.4 billion, respectively. Among higher-fee fixed-income mandates, notable contributors to positive flow results in fiscal 2015 were high yield and multi-strategy income, with net inflows of $2.0 billion and $1.2 billion, respectively. To address the challenging environment for traditional asset management that we expect to continue, Eaton Vance is pursuing four primary strategic initiatives. First, we are devoting substantial sales and marketing resources to capitalize on the strong performance of our broad lineup of high-performing active strategies. At the end of fiscal 2015, 51 Eaton Vance and Parametric mutual funds offered in the U.S. were rated four or five stars by Morningstar™ for at least one class of shares, including 20 funds rated five stars. Our top performers include funds in categories such as mid-cap growth, floating-rate bank loans, high yield and municipal income, where we have long been recognized as a market leader. Other top performers include our five star-rated balanced, real estate, short-duration government and short-duration strategic income funds, which are smaller funds competing in large categories against incumbent leaders whose performance we dominate. Although Unlike U.S. equity, active management is not currently a growth business, our broad range of high- performing strategies, strong sales and marketing organization, and excellent actively managed distribution relationships position us to expand our active business even if the overall market continues to stagnate. Active management is a game of winners and global equity remains losers, and we are positioned to be a winner. a growing market. Our second major active management growth initiative is focused on developing a comprehensive global and international equity capability within EVM and Eaton Vance Management (International) Limited (EVMI). Unlike U.S. equity, actively managed global equity remains a growing market. To date, EVM’s global equity management has focused largely on a range of high-dividend strategies managed 2015 Annual Report 6

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for Eaton Vance-sponsored closed-end funds and mutual funds offered in the U.S. When EVM hired Edward Perkin as its new chief equity investment officer in fiscal 2014, part of Eddie’s appeal was his extensive international experience and the potential to build a global equity business under his direction. In June Custom beta is our of this year, Christopher Dyer and Aidan Farrell joined EVMI in London as head of global equities and small-cap global portfolio manager, respectively, to lead primary approach to that effort. Since then, we have hired an additional seven equity professionals and now have a fully staffed global equity team operating from London, Boston passive management. and Tokyo. In fiscal 2016, we are launching an initial range of new global equity funds and expect to begin marketing the capabilities of this team to institutions around the world. While we recognize it will take time to build market awareness, a competitive performance record and, ultimately, significant new managed assets, we are confident we have the pieces in place for long-term success. Including Parametric’s rules-based systematic alpha strategies and the top-down global equity style of our 49 percent-owned affiliate Hexavest, we now offer three distinct approaches to global equity management. Their combined capabilities enable us both to serve the increasing global emphasis of equity investors in the U.S. and to address equity management opportunities in international markets. Our third major strategic initiative is focused on the expansion of our “custom beta” product lineup and distribution. By custom beta, we mean investments that provide access to an underlying benchmark or market exposure through direct holdings of individual securities, with customization to meet the client’s needs and preferences. Compared to “bulk beta” index mutual funds and ETFs, custom beta separate accounts can provide better tax outcomes, enhanced flexibility in portfolio composition and greater client control, while avoiding the costs and risks of a commingled vehicle. Custom beta is our primary approach to passive management. For many years, Parametric tax-managed core has offered separate account exposure to a range of equity benchmarks with initial and ongoing tax management and tax reporting. Parametric has now expanded its custom beta offerings to incorporate client-specified responsible and impact investing overlays, as well as a range of available factor tilts such as value, momentum and low volatility. Increasingly, investors are seeking to combine a passive approach to equity investing with rules-based portfolio construction to enhance returns and to support their broader investment objectives. Parametric is a recognized leader in serving this market. In fiscal 2015, Parametric grew its tax-managed core business from $22.1 billion to $27.3 billion, an increase of 23 percent. With an expanded product line and a larger sales effort, we expect continued strong growth in Parametric custom beta equity in fiscal 2016. In fixed income, our custom beta offerings currently consist of laddered municipal and corporate bond portfolios managed by EVM. Here again, we offer clients customized market exposure through separate accounts holding individual securities. Value-added elements of the strategy include laddered portfolio 2015 Annual Report 7

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construction, initial credit analysis, ongoing credit oversight, client-specified bond maturity and credit quality profiles, and institutional buying power. During fiscal 2015, we grew our laddered bond separate account business from $3.4 billion to $6.2 billion, an increase of 84 percent. With corporate ladders now rolling out The fund industry at major broker-dealers and municipal ladders still evidencing strong momentum, we expect accelerated growth to continue in fiscal 2016. needs NextShares. Our fourth major initiative is the development of NextShares™ exchange-traded We continue to managed funds. NextShares are a new type of actively managed fund combining features and benefits of mutual funds and ETFs. Similar to ETFs, NextShares have work hard to deliver built-in cost and tax advantages and offer the conveniences of exchange trading. Like mutual funds, NextShares are fully compatible with active management them, and expect because they protect the confidentiality of fund trading information. Eaton Vance owns the intellectual property underlying NextShares, which we are seeking to further progress commercialize by developing a family of Eaton Vance-sponsored NextShares in fiscal 2016. funds and entering into licensing and services arrangements with other investment managers to support their offering of their own NextShares funds. One of the highlights of the fiscal year came in November 2014, when the U.S. Securities and Exchange Commission (SEC) gave notice of its intent to grant EVM exemptive relief to offer NextShares and the next day approved a new NASDAQ Stock Exchange (Nasdaq) rule governing the listing and trading of NextShares. Further regulatory progress came in July, when the SEC approved Nasdaq’s request to list and trade an initial 18 Eaton Vance NextShares funds. Shortly after the end of fiscal 2015, the SEC declared effective the registration statements of those initial funds, the final regulatory step prior to their launch. During the fiscal year, 11 other fund sponsors signaled their intent to offer NextShares by entering into preliminary licensing and services agreements and by filing requests with the SEC for exemptive relief, all of which have now been granted. Our goals for NextShares in fiscal 2016 include the staged introduction of the first Eaton Vance NextShares funds, supporting the launch of NextShares by other fund sponsors and working with broker-dealers to gain distribution access. To offer NextShares, broker-dealers must modify their trading systems to accommodate the distinctive aspects of NextShares trading. Convincing broker- dealers to prioritize the necessary investments is the primary challenge facing our NextShares initiative in fiscal 2016. If we can achieve broad distribution, I am confident that NextShares have a bright future. Embracing this innovative new structure is the best opportunity I know for our industry to better the return experience of active fund investors and thereby address the structural imbalance that now favors passive over active funds. Simply put, the fund industry needs NextShares. We continue to work hard to deliver them, and expect further progress in fiscal 2016. 2015 Annual Report 8

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In addition to the four product-focused initiatives described above, the Company is engaged in a number of internal projects to improve our operation efficiency, protect against risk, maintain regulatory compliance and position our investment teams for continued success. During the fiscal year, we made the difficult The diversity decision to merge the operations of our former Fox Asset Management affiliate into EVM and to close the Fox office in Shrewsbury, New Jersey. Generating of investment satisfactory financial results in the current environment requires us to manage our business highly efficiently. approaches Over the past year, Eaton Vance said goodbye to a number of long-serving represented by our employees, including three members of our senior management group: David Stein, chief investment officer of Parametric; Tom Metzold, municipal income affiliates and our portfolio manager and former co-head of municipal investments; and Walter Row, equity portfolio manager and former head of EVM’s structured equity embrace of product investments. David, Tom and Walter each contributed immeasurably to the innovation position growth and success of Eaton Vance over their long careers, and I wish them well in all future endeavors. us potentially to Looking ahead, we foresee a continuing era of rapid evolution in the business of lead and drive investing and the provision of investment advice. Through our NextShares and custom beta initiatives, we are positioned at the leading edge of some of the some of the most foremost issues and trends facing our industry: the active versus passive debate; exchange-traded products versus mutual funds; separate accounts versus pooled significant industry entities; and advisory versus brokerage models for serving individual investors in the U.S. Two hallmarks of the Eaton Vance organization over the years – the developments. diversity of investment approaches represented by our affiliates and our embrace of product innovation as a source of competitive advantage – position us not only to benefit from ongoing industry changes, but potentially to lead and drive some of the most significant industry developments. This prospect brings the potential for compelling returns to Eaton Vance shareholders. To prosper in these challenging times, an investment organization needs both a winning strategy and a high-performing team. My optimism for the future of Eaton Vance is based on the great confidence I have in our strategic direction and, especially, in the 1,448 Eaton Vance employees whose names are listed on the back of this report. As always, it is their hard work and dedication that position us for success in the next year and beyond. Sincerely, Thomas E. Faust Jr. Chairman, Chief Executive Officer and President 2015 Annual Report 9

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Historical Stock Returns Eaton Vance Corp. was formed by the merger on April 30, 1979 of two Boston-based investment managers: Eaton & Howard, Inc. founded in 1924, and Vance, Sanders & Company, organized in 1934. Eaton Vance Corp. Value of $1,000 invested April 30, 1979 $10,000,000 $2,346,724 1,000,000 100,000 10,000 1,000 4/79 10/85 10/90 10/95 10/00 10/05 10/10 10/15 Assumes reinvestment of all dividends and proceeds of 1995 spinoff of Investors Financial Services Corp. Sources: FactSet, Eaton Vance. Best-Performing Publicly Traded U.S. Stocks April 30, 1979 to October 31, 2015 Rank Company Annual Return 1 Helen of Troy Limited 23.7% 2 Eaton Vance Corp. 23.7 3 L Brands, Inc. 22.7 4 TJX Companies, Inc. 22.7 5 Hasbro, Inc. 22.5 Standard & Poor’s 500 Index 11.7 Total return with dividends reinvested. Source: FactSet. 2015 Annual Report 12

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Assets Under Management as of October 31, 2015 Consolidated Total: $311.4 billion by Investment Mandate (in billions) by Investment Affiliate (in billions) Hexavest $13.91 100% Alternative $10.2 Atlanta Capital $17.4 100% Floating-Rate Income $35.6 Parametric $152.52 80 Fixed Income $52.4 80 60 Equity $90.0 60 40 40 Eaton Vance Management $141.43 Portfolio Implementation $59.54 20 20 Exposure Management $63.75 0 0 by Investment Vehicle (in billions) Open-End Funds Institutional Accounts $74.8 $120.0 Private Funds Retail Managed Accounts $26.7 $40.9 Closed-End Funds High-Net-Worth Accounts $24.5 $24.5 1 Eaton Vance holds a 49% interest in Hexavest Inc., a Montreal-based investment adviser. Other than Eaton Vance-sponsored funds for which Hexavest is adviser or subadviser, the managed assets of Hexavest are not included in Eaton Vance’s consolidated totals. 2 Includes managed assets of Parametric Risk Advisors LLC. 3 Includes managed assets of Eaton Vance Investment Counsel. Also includes approximately $4.1 billion of Eaton Vance-sponsored funds and accounts managed by third-party advisers under Eaton Vance supervision. 4 Includes Parametric centralized portfolio management, tax-managed and custom core, and specialty index mandates. 5 Includes Parametric customized exposure management services. 2015 Annual Report 13

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Our principal a range of management, diversification and services Eaton Vance Management History dating to 1924 AUM: $141.4 billion Fundamental range of Equity Dividend/Global Dividend Equity Option Global/International Global/International Large-Cap Core Large-Cap Growth Large-Cap Value Multi-Cap Growth Real Estate Small-Cap Core SMID-Cap Core Tax-Managed Taxable Fixed Income Cash Management Core Bond/Core Plus Emerging-Market Debt High Yield High Yield Short Duration Inflation-Linked Investment-Grade Corporate Laddered Corporate Mortgage-Backed Securities Multi-Sector Preferred Securities Taxable Municipal Closed-End Funds 2015 Annual Report The Eaton Vance Investment Affiliates investment affiliates, Eaton Vance Management, Parametric, Atlanta Capital and Hexavest, offer distinctive strategies. Investment approaches include bottom-up and top-down fundamental active rules-based systematic alpha investing and implementation of passive strategies. This broad provides us the opportunity to address a wide range of investor needs and to offer products suited for various market environments. active managers: In-depth fundamental analysis is the primary basis for our investment decision-making across a broad equity, income and alternative strategies. Floating-Rate Income Floating-Rate Loans Tax-Advantaged/Municipal Income Small-Cap Laddered Municipal National State-Specific Municipal Income Floating Rate High Yield National State-Specific Opportunistic Municipal Tax-Advantaged Bond Asset Allocation Balanced Global Tactical Asset Allocation Multi-Asset Income Alternative Commodity Currency Global Macro Absolute Return Hedged Equity Multi-Strategy Absolute Return U.S. Open-End Funds Institutional Vehicles Non-U.S. Funds Retail Managed Accounts Unit Investment Trust 14

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Equity Alternative and Income Dividend Income Commodity Emerging Markets Enhanced Income Global Risk Parity Founded in 1987 Global Small Cap AUM: $152.5 billion International Implementation Leaders in engineered portfolio Tax-Managed solutions: Rules-based alpha-seeking Centralized Portfolio U.S. Management equity, alternative and options strategies, implementation services Specialty Index including tax-managed and custom Options Tax-Managed Core core equity, centralized portfolio Absolute Return management and specialty index, and customized exposure Covered Calls Exposure Management management services. Defensive Equity Customized Exposure Management Dynamic Hedged Equity Equity Taxable Fixed Income Large-Cap Growth High-Quality Broad Market Founded in 1969 Mid-Large Cap High-Quality Intermediate AUM: $17.4 billion Small-Cap High-Quality Short Term Specialists in high-quality SMID-Cap investing: Actively managed high-quality U.S. stock and bond portfolios constructed using bottom-up fundamental analysis. Equity Canadian Founded in 2004 Emerging Markets AUM: $13.9 billion European Top-down global managers: Global equity and tactical asset Global – All Country allocation strategies combining Global – Developed fundamental research and International proprietary quantitative models. Eaton Vance also sponsers U.S. mutual funds managed by third-party managers LGM Investments/BMO Global Asset Management Greater India Greater China Growth Richard Bernstein Advisors All Asset Strategy Equity Strategy Market Opportunities Orbimed Advisors Worldwide Health Sciences 2015 Annual Report 15

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Key Statistics Fiscal Year Ended October 31, 2015 2014 % Change (in $ millions, except per share and employee amounts) Ending consolidated assets under management 311,354 297,735 5% Average consolidated assets under management 303,770 288,206 5% Gross inflows 124,773 106,750 17% Net inflows 16,684 2,752 506% Revenue 1,404 1,450 -3% Operating income 400 520 -23% Operating income margin 28.5% 35.8% - Net income attributable to Eaton Vance Corp. shareholders 230 304 -24% Net income margin 16.4% 21.0% - Adjusted net income attributable to Eaton Vance Corp. shareholders1 275 310 -11% Adjusted net income margin 19.6% 21.4% - Earnings per diluted share 1.92 2.44 -21% Adjusted earnings per diluted share1 2.29 2.48 -8% Dividends declared per share 1.015 0.91 12% Cash and cash equivalents 466 385 21% Debt 574 574 0% Employees 1,448 1,403 3% Market capitalization 4,170 4,340 -4% 1 See footnote 1 on next page. 2015 Annual Report 16

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Performance Trends Assets Under Management Gross Inflows Net Inflows (in billions) (in billions) (in billions) $25 $350 $150 300 20 120 250 90 15 200 150 60 10 100 30 5 50 0 0 0 '05 '10 '15 '05 '10 '15 '05 '10 '15 Net Income Attributable to Revenue Operating Income Eaton Vance Shareholders (in millions) (in millions) (in millions) $1500 $600 $350 300 500 1200 250 400 900 200 300 150 600 200 100 300 100 50 0 0 0 '05 '10 '15 '05 '10 '15 '05 '10 '15 Adjusted Net Income Attributable to Eaton Vance Shareholders1 (in millions) Dividends Declared Per Share2 Employees 1500 $350 $2.0 300 1200 1.5 250 900 200 1.0 150 600 100 0.5 300 50 0 0 0.0 '05 '10 '15 '05 '10 '15 '05 '10 '15 1 Adjusted net income attributable to EVC shareholders differs from net income attributable to EVC shareholders as determined under U.S. generally accepted accounting principals (GAAP) due to adjustments in connection with changes in the estimated redemption value of noncontrolling interests in our affiliates redeemable at other than fair value, closed-end fund structuring fees, payments to end closed-end fund service and additional compensation arrangements, and other items management deems nonrecurring or nonoperating in nature, or otherwise outside the ordinary course (such as special dividends, costs associated with the extinguishment of debt and tax settlements). Adjusted earnings per diluted share applies the same adjustments to earnings per diluted share. The Company’s use of these adjusted numbers, including reconciliations of net income attributable to EVC shareholders to adjusted net income attributable to EVC shareholders and earnings per diluted share to adjusted earnings per diluted share, is discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included within this Annual Report. 2 The Company declared and paid a special dividend of $1.00 per share in fiscal 2013. 2015 Annual Report 17

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Financial Review Page 19 Five-Year Financial Summary 20 Management’s Discussion and Analysis of Financial Condition and Results of Operations 63 Consolidated Statements of Income 64 Consolidated Statements of Comprehensive Income 65 Consolidated Balance Sheets 66 Consolidated Statements of Shareholders’ Equity 69 Consolidated Statements of Cash Flows 71 Notes to Consolidated Financial Statements 125 Report of Independent Registered Public Accounting Firm 126 Investor Information 2015 Annual Report 18

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Five-Year Financial Summary The following table contains selected financial data for the last five years. This data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Consolidated Financial Statements and Notes to Consolidated Financial Statements included elsewhere in this Annual Report. Financial Highlights For the Years Ended October 31, (in thousands, except per share data) 2015 2014 2013 2012 2011 Income Statement Data: Total revenue $ 1,403,563 $ 1,450,294 $ 1,357,503 $ 1,209,036 $ 1,248,606 Operating income(1) 400,447 519,857 453,007 392,992 426,232 Net income(1) 238,191 321,164 230,426 264,768 227,574 Net income attributable to non-controlling and other beneficial interests(2) 7,892 16,848 36,585 61,303 12,672 Net income attributable to Eaton Vance Corp. shareholders(1) 230,299 304,316 193,841 203,465 214,902 Adjusted net income attributable to Eaton Vance Corp. shareholders(3) 274,990 309,627 262,942 223,331 245,118 Balance Sheet Data: Total assets(4) $ 2,116,471 $ 1,860,086 $ 2,407,249 $ 1,979,491 $ 1,831,300 Debt(5) 573,811 573,655 573,499 500,000 500,000 Redeemable non-controlling interests (temporary equity) 88,913 107,466 74,856 98,765 100,824 Total Eaton Vance Corp. shareholders' equity 620,231 655,176 669,784 612,072 460,415 Non-redeemable non-controlling interests 1,725 2,305 1,755 1,513 889 Total permanent equity 621,956 657,481 671,539 613,585 461,304 Per Share Data: Earnings per share: Basic $ 2.00 $ 2.55 $ 1.60 $ 1.76 $ 1.82 Diluted 1.92 2.44 1.53 1.72 1.75 Adjusted diluted(3) 2.29 2.48 2.08 1.89 2.00 Cash dividends declared 1.015 0.910 1.820 0.770 0.730 (1) Net income and net income attributable to Eaton Vance Corp. shareholders reflects a one-time payment of $73.0 million to terminate certain closed-end fund service and additional compensation arrangements with a distribution partner in fiscal 2015. (2) Net income attributable to non-controlling and other beneficial interests reflects an increase (decrease) of $(0.2) million, $5.3 million, $24.3 million, $19.9 million and $30.2 million in the estimated redemption value of redeemable non-controlling interests in our majority-owned subsidiaries in fiscal 2015, 2014, 2013, 2012 and 2011, respectively. Net income attributable to non-controlling and other beneficial interests also includes net income (loss) of $(5.8) million, $(4.1) million, $(8.5) million, $22.6 million and $(34.5) million, respectively, in fiscal 2015, 2014, 2013, 2012 and 2011 substantially borne by other beneficial interest holders of consolidated collateralized loan obligation (“CLO”) entities. (3) Represents a non-U.S. GAAP financial measure. The Company defines adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share as net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share, respectively, adjusted to exclude changes in the estimated redemption value of non-controlling interests in our affiliates redeemable at other than fair value ("non-controlling interest value adjustments"), closed-end fund structuring fees, payments to end closed-end fund service and additional compensation arrangements and other items management deems non-recurring or non-operating in nature, or otherwise outside the ordinary course of business (such as special dividends, costs associated with the extinguishment of debt and tax settlements). Adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share should not be construed to be a substitute for, or superior to, net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share computed in accordance with accounting principles generally accepted in the United States of America. Our use of these adjusted numbers, including reconciliations of net income attributable to Eaton Vance Corp. shareholders to adjusted net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share to adjusted earnings per diluted share, is discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included within this Annual Report. (4) Total assets on October 31, 2015, 2014, 2013, 2012 and 2011 include $467.1 million, $156.5 million, $728.1 million, $468.4 million and $481.8 million of assets held by consolidated CLO entities, respectively. (5) In fiscal 2013, the Company tendered $250 million of its 6.5 percent Senior Notes due 2017 and issued $325 million of 3.625 percent Senior Notes due 2023. The Company recognized a loss on extinguishment of debt totaling $53.0 million in conjunction with the tender in fiscal 2013. 19

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Management’s Discussion and Analysis of Financial Condition and Results of Operations CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report for Eaton Vance Corp. (“Eaton Vance” or “the Company”) includes statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, intentions or strategies regarding the future. All statements, other than statements of historical facts, included in this Annual Report regarding our financial position, business strategy and other plans and objectives for future operations are forward-looking statements. The terms “ may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Although we believe that the assumptions and expectations reflected in such forward- looking statements are reasonable, we can give no assurance that they will prove to have been correct or that we will take any actions that may now be planned. Certain important factors that could cause actual results to differ materially from our expectations are disclosed in Risk Factors of this Annual Report. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such factors. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Overview Our principal business is managing investment funds and providing investment management and advisory services to high-net-worth individuals and institutions. Our core strategy is to develop and sustain management expertise across a range of investment disciplines and to offer leading investment products and services through multiple distribution channels. In executing this strategy, we have developed broadly diversified investment management capabilities and a highly functional marketing, distribution and customer service organization. Although we manage and distribute a wide range of investment products and services, we operate in one business segment, namely as an investment adviser to funds and separate accounts. Through our subsidiaries Eaton Vance Management and Atlanta Capital Management, LLC (“Atlanta Capital”) and other affiliates, we manage active equity, income and alternative strategies across a range of investment styles and asset classes, including U.S. and global equities, floating-rate bank loans, municipal bonds, global income, high-yield and investment grade bonds. Through our subsidiary Parametric Portfolio Associates LLC (“Parametric”), we manage a range of engineered alpha strategies, including systematic equity, systematic alternatives and managed options strategies. Through Parametric, we also provide portfolio implementation and overlay services, including tax-managed core and specialty index strategies, centralized portfolio management of multi-manager portfolios and customized exposure management services. We also oversee the management of, and distribute, investment funds sub-advised by unaffiliated third-party managers, including global, regional and sector equity, and asset allocation strategies. Our breadth of investment management capabilities supports a wide range of products and services offered to fund shareholders, retail managed account investors, institutional investors and high-net-worth clients. Our equity strategies encompass a diversity of investment objectives, risk profiles, income levels and geographic representation. Our income investment strategies cover a broad duration and credit quality range and encompass both taxable and tax-free investments. We also offer a range of alternative investment strategies, including commodity- and currency-based investments and a spectrum of absolute return strategies. As of October 31, 2015, we had $311.4 billion in consolidated assets under management. We distribute our funds and retail managed accounts principally through financial intermediaries. We have broad market reach, with distribution partners including national and regional broker-dealers, independent broker-dealers, registered investment advisors, banks and insurance companies. We support these distribution partners with a team of approximately 130 sales professionals covering U.S. and international markets. 20

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We also commit significant resources to serving institutional and high-net-worth clients who access investment management services on a direct basis and through investment consultants. Through our wholly owned affiliates and consolidated subsidiaries, we manage investments for a broad range of clients in the institutional and high- net-worth marketplace in the U.S. and internationally, including corporations, sovereign wealth funds, endowments, foundations, family offices and public and private employee retirement plans. Our revenue is derived primarily from investment advisory, administrative, distribution and service fees received from Eaton Vance and Parametric funds and investment advisory fees received from separate accounts. Our fees are based primarily on the value of the investment portfolios we manage and fluctuate with changes in the total value and mix of assets under management. As a matter of course, investors in our sponsored open-end funds and separate accounts have the ability to redeem their investments at any time, without prior notice, and there are no material restrictions that would prevent them from doing so. Our major expenses are employee compensation, distribution-related expenses, facilities expense and information technology expense. Our discussion and analysis of our financial condition, results of operations and cash flows is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to goodwill and intangible assets, income taxes, investments and stock-based compensation. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. Business Developments In fiscal 2015, we identified four primary near-term priorities to support our long-term growth strategy: 1) capitalize on our strong investment performance across a broad range of active investment strategies; 2) build out our global equity capabilities to address identified market opportunities; 3) further develop our custom beta separate account offerings and distribution; and 4) advance our NextSharesTM exchange-traded managed fund initiative toward market introduction. As of October 31, 2015, 51 of our mutual funds were rated 4 or 5 stars by MorningstarTM for at least one class of shares. Top-performers included funds in categories such as bank loans, mid-cap growth, high yield and municipal income in which we have well-established, category-leading franchises. Other top-performers, such as our five star-rated balanced, real estate, short-duration government income and short-duration strategic income funds, are not currently category leaders, but represent areas of opportunity in large asset classes. A top strategic priority for fiscal 2016 is to capitalize on strong performance to achieve growth in assets under management. Edward J. Perkin, former Chief Investment Officer of International and Emerging Markets Equity for Goldman Sachs Asset Management in London, joined Eaton Vance Management as Chief Equity Investment Officer in fiscal 2014, assuming leadership of Eaton Vance Management’s equity management. In fiscal 2015, we launched an initiative to build out Eaton Vance Management’s global equity capability under Mr. Perkin’s direction, hiring a new global group leader and senior portfolio manager in London and building a staff of global team members operating from London, Boston and Tokyo. As they develop a track record and reputation in the marketplace, we believe the global group can contribute meaningfully to the development of Eaton Vance Management’s equity business. 21

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Our custom beta initiative seeks to build on the success we have achieved with Parametric’s tax-managed core and Eaton Vance Management’s laddered municipal bond separate account offerings. For many years, Parametric’s tax-managed core strategy has offered customized separate account exposure to client-specified equity benchmarks with initial and ongoing tax management and tax reporting. Parametric now also offers clients the ability to customize their exposures to reflect their social values and desired factor tilts. Complementing Parametric’s custom core equity strategies are Eaton Vance Management’s bond ladders, which offer clients low-cost fixed income market exposure through separate accounts holding individual securities. Value-added elements of laddered separate account strategies include initial and ongoing credit analysis, institutional buying power and, again, customization to fit individual client needs. With significant momentum achieved in fiscal 2015, we believe these strategies are well-positioned for further growth in fiscal 2016. In fiscal 2015, we made significant progress in the development of NextShares exchange-traded managed funds. NextShares are a new type of actively managed fund designed to provide better performance for investors. As exchange-traded products, NextShares have built-in cost and tax efficiencies. Unlike conventional exchange- traded funds (“ETFs”), NextShares protect the confidentiality of fund trading information and provide buyers and sellers of shares with transparency and control of their trading costs. NextShares can offer significant advantages over both mutual funds and ETFs as vehicles for active investment strategies. The Company acquired the intellectual property supporting NextShares in November 2010 and subsequently formed a subsidiary, NextShares Solutions LLC (“NextShares Solutions”), to develop and commercialize NextShares. The Company’s NextShares business plan includes developing a family of Eaton Vance-sponsored NextShares funds and licensing the underlying technology and providing related services to other fund sponsors to support their offering of NextShares. In December 2014, Eaton Vance Management received exemptive relief from the SEC to permit the offering of NextShares. The SEC subsequently issued corresponding exemptive relief permitting the offering of NextShares by 11 other investment advisers that have entered into preliminary license and services agreements with NextShares Solutions. Also during the fiscal year, the SEC approved a request by the NASDAQ Stock Market LLC (“Nasdaq”) to adopt a new rule governing the listing and trading of NextShares and approved Nasdaq’s request to list and trade 18 initial Eaton Vance-sponsored NextShares funds. In December 2015, the SEC declared effective the registration statements of the initial Eaton Vance NextShares funds, the last regulatory step required to launch. The Company expects to begin the staged introduction of NextShares funds in the first calendar quarter of 2016. Broad market adoption and commercial success requires the development of expanded distribution, the launch of NextShares by other fund sponsors and acceptance by market participants, which cannot be assured. Consolidated Assets under Management Consolidated assets under management were $311.4 billion on October 31, 2015, an increase of $13.6 billion, or 5 percent, from $297.7 billion of consolidated assets under management on October 31, 2014. Consolidated net inflows totaled $16.7 billion in fiscal 2015, representing an organic growth rate of 6 percent. Market price declines in managed assets reduced consolidated assets under management by $3.1 billion in fiscal 2015. Average consolidated assets under management increased by $15.6 billion, or 5 percent, to $303.8 billion for the year. During fiscal 2015, the S&P 500 Index, a broad measure of U.S. equity market performance, returned 3.0 percent and the Barclays U.S. Aggregate Bond Index, a broad measure of U.S. bond market performance, returned 2.0 percent. The MSCI Emerging Market Index, a broad measure of emerging market equity performance, returned -16.6 percent in the period. 22

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We report managed assets and flow data by investment mandate. In fiscal 2015, we provided an additional breakout of our assets and flows, separating “Exposure Management” from “Portfolio Implementation.” This separation better highlights the distinctive aspects of these growing business lines. The “Portfolio Implementation” category consists of Parametric’s tax-managed core and specialty index strategies and centralized portfolio management services. The “Exposure Management” category consists of Parametric’s futures- and options-based customized exposure management services. Consolidated Assets under Management by Investment Mandate(1) (2) October 31, 2015 2014 % of % of % of vs. vs. (in millions) 2015 Total 2014 Total 2013 Total 2014 2013 (3) Equity $ 90,013 29% $ 96,379 33% $ 93,585 34% -7% 3% Fixed income(4) 52,373 17% 46,062 15% 44,414 16% 14% 4% Floating-rate income 35,619 11% 42,009 14% 41,821 15% -15% 0% Alternative 10,173 3% 11,241 4% 15,212 5% -10% -26% Portfolio implementation(5) 59,487 19% 48,008 16% 42,992 15% 24% 12% Exposure management(5) 63,689 21% 54,036 18% 42,645 15% 18% 27% Total $ 311,354 100% $ 297,735 100% $ 280,669 100% 5% 6% (1) Consolidated Eaton Vance Corp. See table on page 27 for managed assets and flows of 49 percent-owned Hexavest Inc., which are not (1) included in the table above. (2) Assets under management for which we estimate fair value using significant unobservable inputs are not material to the total value of the (2) assets we manage. (3) Includes assets in balanced accounts holding income securities. (4) Includes assets in cash management accounts. (5) Portfolio implementation and exposure management categories were previously reported as a single category, implementation services. Equity assets under management included $31.7 billion, $31.7 billion and $29.4 billion of assets managed for after-tax returns on October 31, 2015, 2014 and 2013, respectively. Portfolio implementation assets under management included $40.0 billion, $34.1 billion and $29.7 billion of custom core assets managed for after-tax returns on October 31, 2015, 2014 and 2013, respectively. Fixed income assets included $30.3 billion, $27.4 billion and $25.8 billion of tax-exempt municipal bond assets on October 31, 2015, 2014 and 2013, respectively. The following tables summarize our consolidated assets under management and asset flows by investment mandate and investment vehicle for the fiscal years ended October 31, 2015, 2014 and 2013: 23

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Consolidated Net Flows by Investment Mandate(1) 2015 2014 Years Ended October 31, vs. vs. (in millions) 2015 2014 2013 2014 2013 Equity assets - beginning of period(2) $ 96,379 $ 93,585 $ 80,782 3% 16% Sales and other inflows 18,082 14,473 16,989 25% -15% Redemptions/outflows (22,993) (19,099) (19,459) 20% -2% Net flows (4,911) (4,626) (2,470) 6% 87% Assets acquired(4) - - 1,572 NM(3) NM Exchanges 50 567 328 -91% 73% Market value change (1,505) 6,853 13,373 NM -49% Equity assets - end of period $ 90,013 $ 96,379 $ 93,585 -7% 3% Fixed income assets - beginning of period(5) 46,062 44,414 49,172 4% -10% Sales and other inflows 18,516 12,024 10,881 54% 11% Redemptions/outflows (11,325) (11,867) (14,015) -5% -15% Net flows 7,191 157 (3,134) NM NM Assets acquired(4) - - 472 NM NM Exchanges 52 96 (510) -46% NM Market value change (932) 1,395 (1,586) NM NM Fixed income assets - end of period $ 52,373 $ 46,062 $ 44,414 14% 4% Floating-rate income assets - beginning of period 42,009 41,821 26,388 0% 58% Sales and other inflows 9,336 15,669 21,729 -40% -28% Redemptions/outflows (14,376) (14,742) (6,871) -2% 115% Net flows (5,040) 927 14,858 NM -94% Exchanges (136) (145) 397 -6% NM Market value change (1,214) (594) 178 104% NM Floating-rate income assets - end of period $ 35,619 $ 42,009 $ 41,821 -15% 0% Alternative assets - beginning of period 11,241 15,212 12,864 -26% 18% Sales and other inflows 3,219 3,339 8,195 -4% -59% Redemptions/outflows (3,892) (7,237) (5,688) -46% 27% Net flows (673) (3,898) 2,507 -83% NM Assets acquired(4) - - 650 NM NM Exchanges 24 (89) (184) NM -52% Market value change (419) 16 (625) NM NM Alternative assets - end of period $ 10,173 $ 11,241 $ 15,212 -10% -26% Portfolio implementation assets - beginning of period(6) 48,008 42,992 30,302 12% 42% Sales and other inflows 18,034 8,331 9,674 116% -14% Redemptions/outflows (7,217) (7,449) (5,493) -3% 36% Net flows 10,817 882 4,181 NM -79% Assets acquired(4) - - 32 NM NM Exchanges - (461) (118) NM 291% Market value change 662 4,595 8,595 -86% -47% Portfolio implementation assets - end of period $ 59,487 $ 48,008 $ 42,992 24% 12% Exposure management assets - end of period(6) 54,036 42,645 - 27% NM Sales and other inflows 57,586 52,914 30,167 9% 75% Redemptions/outflows (48,286) (43,604) (21,394) 11% 104% Net flows 9,300 9,310 8,773 0% 6% Assets acquired(4) - - 32,032 NM NM Market value change 353 2,081 1,840 -83% 13% Exposure management assets - end of period $ 63,689 $ 54,036 $ 42,645 18% 27% Total fund and separate account assets - beginning of period 297,735 280,669 199,508 6% 41% Sales and other inflows 124,773 106,750 97,635 17% 9% Redemptions/outflows (108,089) (103,998) (72,920) 4% 43% Net flows 16,684 2,752 24,715 506% -89% Assets acquired(4) - - 34,758 NM NM Exchanges (10) (32) (87) -69% -63% Market value change (3,055) 14,346 21,775 NM -34% Total assets under management - end of period $ 311,354 $ 297,735 $ 280,669 5% 6% (1) Consolidated Eaton Vance Corp. See table on page 27 for managed assets and flows of 49 percent-owned Hexavest Inc., which are not included in the table above. (2) Includes assets in balanced accounts holding income securities. (3) Not meaningful ("NM"). (4) Represents assets acquired in the purchase of The Clifton Group Investment Management Company on December 31, 2012. (5) Includes assets in cash management accounts. (6) Portfolio implementation and exposure management categories were previously reported as a single category, implementation services. 24

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Consolidated Net Flows by Investment Vehicle(1) 2015 2014 Years Ended October 31, vs. vs. (in millions) 2015 2014 2013 2014 2013 Fund assets - beginning of period(2) $ 134,564 $ 133,401 $ 113,418 1% 18% Sales and other inflows 32,029 35,408 43,606 -10% -19% Redemptions/outflows (36,330) (38,077) (29,970) -5% 27% Net flows (4,301) (2,669) 13,636 61% NM Assets acquired(3) - - 638 NM NM Exchanges 181 (32) (279) NM -89% Market value change (4,510) 3,864 5,988 NM -35% Fund assets - end of period $ 125,934 $ 134,564 $ 133,401 -6% 1% Institutional separate account assets - beginning of period(4) 106,443 95,724 43,338 11% 121% Sales and other inflows 75,568 59,938 41,108 26% 46% Redemptions/outflows (61,569) (54,957) (31,548) 12% 74% Net flows 13,999 4,981 9,560 181% -48% Assets acquired(3) - - 34,120 NM NM Exchanges (208) 216 183 NM 18% Market value change (247) 5,522 8,523 NM -35% Institutional separate account assets - end of period $ 119,987 $ 106,443 $ 95,724 13% 11% High-net-worth separate account assets - beginning of period 22,235 19,699 15,036 13% 31% Sales and other inflows 4,816 3,532 4,763 36% -26% Redemptions/outflows (2,933) (3,620) (3,699) -19% -2% Net flows 1,883 (88) 1,064 NM NM Exchanges (99) 286 (16) NM NM Market value change 497 2,338 3,615 -79% -35% High-net-worth separate account assets - end of period $ 24,516 $ 22,235 $ 19,699 10% 13% Retail managed account assets - beginning of period 34,493 31,845 27,716 8% 15% Sales and other inflows 12,360 7,872 8,158 57% -4% Redemptions/outflows (7,257) (7,344) (7,703) -1% -5% Net flows 5,103 528 455 866% 16% Exchanges 116 (502) 25 NM NM Market value change 1,205 2,622 3,649 -54% -28% Retail managed account assets - end of period $ 40,917 $ 34,493 $ 31,845 19% 8% Total fund and separate account assets - beginning of period 297,735 280,669 199,508 6% 41% Sales and other inflows 124,773 106,750 97,635 17% 9% Redemptions/outflows (108,089) (103,998) (72,920) 4% 43% Net flows 16,684 2,752 24,715 506% -89% Assets acquired(3) - - 34,758 NM NM Exchanges (10) (32) (87) -69% -63% Market value change (3,055) 14,346 21,775 NM -34% Total assets under management - end of period $ 311,354 $ 297,735 $ 280,669 5% 6% (1) Consolidated Eaton Vance Corp. See table on page 27 for managed assets and flows of 49 percent-owned Hexavest Inc., which are not included in the table above. (2) Includes assets in cash management funds. (3) Represents assets acquired in the purchase of The Clifton Group Investment Management Company on December 31, 2012. (4) Includes assets in cash management separate accounts. 25

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The following table summarizes our assets under management by investment affiliate as of October 31, 2015, 2014 and 2013: Consolidated Assets under Management by Investment Affiliate (1) Years Ended October 31, 2015 2014 vs. vs. (in millions) 2015 2014 2013 2014 2013 Eaton Vance Management(2) $ 141,415 $ 143,100 $ 144,729 -1% -1% Parametric 152,506 136,176 117,008 12% 16% Atlanta Capital 17,433 18,459 18,932 -6% -2% Total $ 311,354 $ 297,735 $ 280,669 5% 6% (1) Consolidated Eaton Vance Corp. See table on page 27 for managed assets and flows of 49 percent-owned Hexavest Inc., which are not included in the table above. (2) Includes managed assets of wholly owned subsidiaries, as well as certain Eaton Vance-sponsored funds and accounts managed by Hexavest and unaffiliated third-party advisers under Eaton Vance supervision. As of October 31, 2015, 49 percent-owned affiliate Hexavest Inc. (“Hexavest”) managed $13.9 billion of client assets, a decrease of 16 percent from $16.7 billion of managed assets on October 31, 2014. Other than Eaton Vance-sponsored funds for which Hexavest is adviser or sub-adviser, the managed assets of Hexavest are not included in Eaton Vance consolidated totals. The following table summarizes assets under management and asset flow information for Hexavest for the fiscal years ended October 31, 2015, 2014 and 2013: 26

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Hexavest Assets under Management and Net Flows 2015 2014 Years Ended October 31, vs. vs. (in millions) 2015 2014 2013 2014 2013 Eaton Vance distributed: Eaton Vance sponsored funds – beginning of period(1) $ 227 $ 211 $ 37 8% 470% Sales and other inflows 22 58 162 -62% -64% Redemptions/outflows (21) (57) (15) -63% 280% Net flows 1 1 147 0% -99% Market value change 1 15 27 -93% -44% Eaton Vance sponsored funds – end of period $ 229 $ 227 $ 211 1% 8% (2) Eaton Vance distributed separate accounts – beginning of period $ 2,367 $ 1,574 $ - 50% NM Sales and other inflows 535 531 1,381 1% -62% Redemptions/outflows (488) (260) (33) 88% 688% Net flows 47 271 1,348 -83% -80% Exchanges - 389 - NM NM Market value change 26 133 226 -80% -41% Eaton Vance distributed separate accounts – end of period $ 2,440 $ 2,367 $ 1,574 3% 50% Total Eaton Vance distributed – beginning of period $ 2,594 $ 1,785 $ 37 45% NM Sales and other inflows 557 589 1,543 -5% -62% Redemptions/outflows (509) (317) (48) 61% 560% Net flows 48 272 1,495 -82% -82% Exchanges - 389 - NM NM Market value change 27 148 253 -82% -42% Total Eaton Vance distributed – end of period $ 2,669 $ 2,594 $ 1,785 3% 45% Hexavest directly distributed – beginning of period(3) $ 14,101 $ 15,136 $ 12,073 -7% 25% Sales and other inflows 786 1,637 2,703 -52% -39% Redemptions/outflows (3,503) (3,046) (1,853) 15% 64% Net flows (2,717) (1,409) 850 93% NM Exchanges - (389) - NM NM Market value change (105) 763 2,213 NM -66% Hexavest directly distributed – end of period $ 11,279 $ 14,101 $ 15,136 -20% -7% Total Hexavest assets – beginning of period $ 16,695 $ 16,921 $ 12,110 -1% 40% Sales and other inflows 1,343 2,226 4,246 -40% -48% Redemptions/outflows (4,012) (3,363) (1,901) 19% 77% Net flows (2,669) (1,137) 2,345 135% NM Exchanges - - - NM NM Market value change (78) 911 2,466 NM -63% Total Hexavest assets – end of period $ 13,948 $ 16,695 $ 16,921 -16% -1% (1) Managed assets and flows of Eaton Vance-sponsored pooled investment vehicles for which Hexavest is adviser or sub-adviser. Eaton Vance receives management and/or distribution revenue on these assets, which are included in the Eaton Vance consolidated results. (2) Managed assets and flows of Eaton Vance-distributed separate accounts managed by Hexavest. Eaton Vance receives distribution revenue, but not investment advisory fees, on these assets, which are not included in the Eaton Vance consolidated results. (3) Managed assets and flows of pre-transaction Hexavest clients and post-transaction Hexavest clients in Canada. Eaton Vance receives no investment advisory or distribution revenue on these assets, which are not included in the Eaton Vance consolidated results. We currently sell open-end mutual funds under the Eaton Vance and Parametric brands in five primary pricing structures: front-end load commission (“Class A”); level-load commission (“Class C”); institutional no-load (“Class I,” “Class R6” and “Institutional Class,” referred to herein as “Class I”); retail no-load (“Investor Class” and “Advisers Class,” referred to herein as “Class N”); and retirement plan level-load (“Class R”). We waive the front-end sales load on Class A shares under certain circumstances and sell such shares at net asset value. Class A shares are offered at net asset value (without a sales charge) to tax-deferred retirement plans and deferred 27

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compensation plans, and to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Class A shares are also offered at net asset value to clients of financial intermediaries that have entered into an agreement with EVD to offer Class A shares through a no-load network or platform, to certain separate account clients of Eaton Vance and its affiliates, and to certain persons affiliated with Eaton Vance. Consolidated Ending Assets under Management by Investment Vehicle(1) October 31, 2015 2014 % of % of % of vs. vs. (in millions) 2015 Total 2014 Total 2013 Total 2014 2013 Open-end funds: Class A $ 23,593 8% $ 26,955 9% $ 29,989 11% -12% -10% Class B 299 0% 449 0% 662 0% -33% -32% Class C 8,891 3% 9,466 3% 9,800 3% -6% -3% Class I(2) 38,168 12% 42,073 14% 42,331 15% -9% -1% Class N 1,461 0% 1,773 1% 2,311 1% -18% -23% Class R 516 0% 445 0% 373 0% 16% 19% Other 1,910 1% 2,015 1% 1,524 1% -5% 32% Total open-end funds 74,838 24% 83,176 28% 86,990 31% -10% -4% (3) Private funds 26,647 8% 25,969 9% 21,500 8% 3% 21% Closed-end funds 24,449 8% 25,419 8% 24,911 9% -4% 2% Total fund assets 125,934 40% 134,564 45% 133,401 48% -6% 1% Institutional account assets(4) 119,987 39% 106,443 36% 95,724 34% 13% 11% High-net-worth account assets 24,516 8% 22,235 7% 19,699 7% 10% 13% Retail managed account assets 40,917 13% 34,493 12% 31,845 11% 19% 8% Total separate account assets 185,420 60% 163,171 55% 147,268 52% 14% 11% Total $ 311,354 100% $ 297,735 100% $ 280,669 100% 5% 6% (1) Consolidated Eaton Vance Corp. See table on page 27 for managed assets and flows of 49 percent-owned Hexavest Inc., which are not (1) included in the table above. (2) Includes Class R6 shares. (3) Includes privately offered equity, fixed income and floating-rate income funds and CLO entities. (4) Includes assets in institutional cash management separate accounts. Consolidated average assets under management presented in the following tables represent a monthly average by investment vehicle and mandate. These tables are intended to provide information useful in the analysis of our asset-based revenue and distribution expenses. Separate account investment advisory fees are generally calculated as a percentage of either beginning, average or ending quarterly assets. Fund investment advisory, administrative, distribution and service fees, as well as certain expenses, are generally calculated as a percentage of average daily assets. 28

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Consolidated Average Assets under Management by Product(1) 2015 2014 Years Ended October 31, vs. vs. (in millions) 2015 2014 2013 2014 2013 Open-end funds: Class A $ 25,103 $ 27,338 $ 29,550 -8% -7% Class B 370 571 813 -35% -30% Class C 9,198 9,656 9,814 -5% -2% Class I(2) 40,585 42,245 36,986 -4% 14% Class N 1,561 3,888 1,885 -60% 106% Class R 482 412 329 17% 25% Other 1,810 1,795 923 1% 94% Total open-end funds 79,109 85,905 80,300 -8% 7% Private funds(3) 26,141 23,617 19,756 11% 20% Closed-end funds 24,956 25,395 23,945 -2% 6% Total fund assets 130,206 134,917 124,001 -3% 9% Institutional account assets(4) 112,309 99,224 80,028 13% 24% High-net-worth account assets 23,472 20,681 17,521 13% 18% Retail managed account assets 37,783 33,384 29,701 13% 12% Total separate account assets 173,564 153,289 127,250 13% 20% Total $ 303,770 $ 288,206 $ 251,251 5% 15% (1) Assets under management attributable to acquisitions that closed during the relevant periods are included on a weighted average basis for the period from their respective closing dates. (2) Includes Class R6 shares. (3) Includes privately offered equity, fixed income and floating-rate bank loan funds and CLO entities. (4) Includes assets in institutional cash management separate accounts. 29

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Consolidated Average Assets under Management by Investment Mandate October 31, 2015 2014 vs. vs. (in millions) 2015 2014 2013 2014 2013 (1) Equity $ 93,413 $ 94,822 $ 87,355 -1% 9% Fixed income(2) 49,263 44,372 48,014 11% -8% Floating-rate income 38,238 43,635 33,695 -12% 29% Alternative 10,584 12,555 15,034 -16% -16% Portfolio implementation 52,703 45,961 36,748 15% 25% Exposure management 59,569 46,861 30,405 27% 54% Total $ 303,770 $ 288,206 $ 251,251 5% 15% (1) Includes assets in balanced accounts holding income securities. (2) Includes assets in cash management accounts. Results of Operations In evaluating operating performance, we consider net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share, which are calculated on a basis consistent with U.S. GAAP, as well as adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share, both of which are internally derived non-U.S. GAAP performance measures. We define adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share as net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share, respectively, adjusted to exclude changes in the estimated redemption value of non-controlling interests in our affiliates redeemable at other than fair value (“non-controlling interest value adjustments”), closed-end fund structuring fees, payments to end service and additional compensation arrangements in place for certain Eaton Vance closed-end funds and other items management deems non-recurring or non-operating in nature, or otherwise outside the ordinary course of business (such as the impact of special dividends, costs associated with the extinguishment of debt and tax settlements). Adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share should not be construed to be a substitute for, or superior to, net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share computed in accordance with U.S. GAAP. We provide disclosures of adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share to reflect the fact that our management and Board of Directors, as well as our investors, consider these adjusted numbers a measure of the Company’s underlying operating performance. The following table provides a reconciliation of net income attributable to Eaton Vance Corp. shareholders and earnings per diluted share to adjusted net income attributable to Eaton Vance Corp. shareholders and adjusted earnings per diluted share, respectively, for the fiscal years ended October 31, 2015, 2014 and 2013: 30

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2015 2014 Years Ended October 31, vs. vs. (in thousands, except per share data) 2015 2014 2013 2014 2013 Net income attributable to Eaton Vance Corp. shareholders $ 230,299 $ 304,316 $ 193,841 -24% 57% Non-controlling interest value adjustments(1) (204) 5,311 24,320 NM -78% Payments to end certain closed-end fund service and additional compensation arrangements, net of tax(2) 44,895 - - NM NM Closed-end fund structuring fees, net of tax(3) - - 2,851 NM NM Loss on extinguishment of debt, net of tax(4) - - 35,239 NM NM Settlement of state tax audit(5) - - 6,691 NM NM Adjusted net income attributable to Eaton Vance Corp. shareholders $ 274,990 $ 309,627 $ 262,942 -11% 18% Earnings per diluted share $ 1.92 $ 2.44 $ 1.53 -21% 59% Non-controlling interest value adjustments - 0.04 0.19 NM -79% Payments to end certain closed-end fund service and additional compensation arrangements, net of tax 0.37 - - NM NM Closed-end fund structuring fees, net of tax - - 0.02 NM NM Loss on extinguishment of debt, net of tax - - 0.28 NM NM Settlement of state tax audit - - 0.05 NM NM Special dividend adjustment(6) - - 0.01 NM NM Adjusted earnings per diluted share $ 2.29 $ 2.48 $ 2.08 -8% 19% (1) Please see page 42 "Net Income Attributable to Non-controlling and Other Beneficial Interests," for a further discussion of the non-controlling interest value adjustments referenced above. (2) Reflects a $73.0 million payment, net of tax, to end certain fund services and additional compensation arrangements for certain Eaton Vance closed-end funds. See page 37 for a further discussion. (3) Reflects closed-end fund structuring fees, net of tax, associated with the initial public offering of Eaton Vance Municipal Income Term Trust and Eaton Vance Floating-Rate Income Plus Fund in fiscal 2013. (4) Reflects a loss on the Company's retirement of $250 million of its outstanding Senior Notes due in 2017. The loss on extinguishment of debt, net of tax, consists of the make-whole provision, acceleration of deferred financing costs and discounts tied to the original issuance, transaction costs associated with the tender offer, the loss recognized on a reverse treasury lock entered into in conjunction with the tender and accelerated amortization of a treasury rate lock tied to the original issuance. (5) Please see page 41, "Income Taxes" for further discussion of the tax settlement adjustment referenced above. (6) Reflects the impact of the special dividend paid in the first quarter of fiscal 2013 due to the disproportionate allocation of distributions in excess of earnings to common shareholders under the two-class method. We reported net income attributable to Eaton Vance Corp. shareholders of $230.3 million, or $1.92 per diluted share, in fiscal 2015 compared to net income attributable to Eaton Vance Corp. shareholders of $304.3 million, or $2.44 per diluted share, in fiscal 2014. We reported adjusted net income attributable to Eaton Vance Corp. 31

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shareholders of $275.0 million, or $2.29 per diluted share, in fiscal 2015 compared to adjusted net income attributable to Eaton Vance Corp. shareholders of $309.6 million, or $2.48 per diluted share, in fiscal 2014. The change in net income attributable to Eaton Vance Corp. shareholders in fiscal 2015 compared to fiscal 2014 can be primarily attributed to the following:  A decrease in revenue of $46.7 million, or 3 percent, primarily reflecting lower average managed assets in relatively high fee-rate floating-rate income, alternative and equity mandates, partially offset by growth in lower fee-rate exposure management, portfolio implementation and fixed income mandates.  An increase in expenses of $72.7 million, or 8 percent, primarily reflecting the payment of $73.0 million to terminate certain closed-end fund service and additional compensation arrangements in the first quarter of fiscal 2015. Year-over-year increases in compensation and other corporate expenses were largely offset by decreases in other distribution expenses, including the amortization of deferred sales commissions and service fee expenses.  A $1.2 million decline in net investment gains (losses) and other investment income, net, primarily reflecting increases in net losses recognized on our seed capital portfolio, offset by an increase in interest and other income recognized on our seed capital portfolio.  A $1.7 million decline in income (expense) of the Company’s consolidated CLO entities.  A decrease in income taxes of $43.5 million, or 23 percent, reflecting a decrease in the Company’s income before taxes. Consolidated CLO entity income that is allocated to other beneficial interest holders is not subject to tax in the Company’s provision.  A decrease in equity in net income of affiliates, net of tax, of $4.7 million, reflecting a decrease in the Company’s net interest in the earnings of sponsored funds accounted for under the equity method.  A decrease in net income attributable to non-controlling interests of $9.0 million, reflecting a decrease in the annual adjustments made to the estimated redemption value of non-controlling interests in the Company’s majority-owned subsidiaries redeemable at other than fair value, an increase in net losses of the Company’s consolidated CLO entities that are borne by other beneficial interests and an increase in net losses attributable to non-controlling interest holders in the Company’s consolidated sponsored funds. Weighted average diluted shares outstanding decreased by 3.4 million shares, or 3 percent, in fiscal 2015 compared to fiscal 2014. The change reflects the impact of shares repurchased over the course of the fiscal year, partially offset by the impact of employee stock option exercises and the annual vesting of restricted stock. We reported net income attributable to Eaton Vance Corp. shareholders of $304.3 million, or $2.44 per diluted share, in fiscal 2014 compared to net income attributable to Eaton Vance Corp. shareholders of $193.8 million, or $1.53 per diluted share, in fiscal 2013. We reported adjusted net income attributable to Eaton Vance Corp. shareholders of $309.6 million, or $2.48 per diluted share, in fiscal 2014 compared to adjusted net income attributable to Eaton Vance Corp. shareholders of $262.9 million, or $2.08 per diluted share, in fiscal 2013. The change in net income attributable to Eaton Vance Corp. shareholders can be primarily attributed to the following:  An increase in revenue of $92.8 million, or 7 percent, reflecting a 15 percent increase in consolidated average assets under management offset by a decrease in our annualized effective fee rate to 50 basis points in fiscal 2014 from 54 basis points in fiscal 2013 due to a shift in product mix toward lower fee- rate mandates.  An increase in expenses of $25.9 million, or 3 percent, reflecting increases in compensation, distribution and service fee expenses, fund-related expenses and other operating expenses, offset by reduced amortization of deferred sales commissions.  A $3.7 million improvement in net investment gains (losses) and other investment income, net. Net investment losses in fiscal 2013 include a $3.1 million loss on a reverse treasury lock entered into in 32

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conjunction with the retirement of $250 million of the 6.5 percent Senior Notes due in October 2017 (the “2017 Senior Notes”).  A $3.8 million decline in interest expense, reflecting the retirement of $250 million of the 2017 Senior Notes and the contemporaneous issuance of $325 million of 3.625 percent Senior Notes due 2023 (the “2023 Senior Notes”) in fiscal 2013.  The non-recurrence of a $53.0 million loss on extinguishment of debt related to the retirement of the 2017 Senior Notes referenced above.  A $4.3 million decline in other expenses of the Company’s consolidated CLO entities, reflecting a decrease in interest and other expenses recognized by those entities in fiscal 2014.  An increase in income taxes of $42.8 million, or 30 percent, reflecting an increase in the Company’s income before taxes, offset by a fiscal 2013 tax adjustment of $6.7 million related to the settlement of a state tax audit. Consolidated CLO entity income that is allocated to other beneficial interest holders is not subject to tax in the Company’s provision.  An increase in equity in net income of affiliates, net of tax, of $1.9 million, reflecting an increase in our proportionate net interest in Hexavest’s earnings and an increase in the Company’s net interest in the earnings of sponsored funds accounted for under the equity method.  A decrease in net income attributable to non-controlling interests of $19.7 million, reflecting a decrease in the annual adjustments made to the estimated redemption value of non-controlling interests in the Company’s majority-owned subsidiaries redeemable at other than fair value, a decrease in net gains recognized by the Company’s consolidated CLO entities that are borne by other beneficial interests and a decrease in net income attributable to non-controlling interest holders in the Company’s majority- owned subsidiaries, offset by an increase in net income attributable to non-controlling interest holders in the Company’s consolidated sponsored funds. Weighted average diluted shares outstanding decreased by 0.8 million shares, or 1 percent, in fiscal 2014 compared to fiscal 2013. The change reflects the impact of shares repurchased over the course of the fiscal year, partially offset by the impact of employee stock option exercises and the annual vesting of restricted stock. Revenue Our revenue declined by $46.7 million, or 3 percent, in fiscal 2015, reflecting lower investment advisory and administrative fees, distribution and underwriter fees, and service fees, partially offset by higher other revenue. Fee revenue declined despite a 5 percent increase in average consolidated assets under management, as the revenue impact of growth in lower fee-rate exposure management, portfolio implementation and fixed income mandates was more than offset by lower average managed assets in higher fee-rate floating-rate income, alternative and equity mandates. The following table shows our investment advisory and administrative fees, distribution and underwriter fees, service fees and other revenue for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Investment advisory and administrative fees $ 1,196,866 $ 1,231,188 $ 1,135,327 -3% 8% Distribution and underwriter fees 80,815 85,514 89,234 -5% -4% Service fees 116,448 125,713 126,560 -7% -1% Other revenue 9,434 7,879 6,382 20% 23% Total revenue $ 1,403,563 $ 1,450,294 $ 1,357,503 -3% 7% 33

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Investment advisory and administrative fees Investment advisory and administrative fees are determined by contractual agreements with our sponsored funds and separate accounts and are generally based upon a percentage of the market value of assets under management. Net asset flows and changes in the market value of managed assets affect the amount of managed assets on which investment advisory and administrative fees are earned, while changes in asset mix among different strategies and services affect our average effective fee rate. Investment advisory and administrative fees represented 85 percent of total revenue in fiscal 2015, 85 percent in fiscal 2014 and 84 percent in fiscal 2013. The decrease in investment advisory and administrative fees of 3 percent, or $34.3 million, in fiscal 2015 from fiscal 2014 can be primarily attributed to a shift in asset mix driven by the loss of assets in higher-fee investment mandates and growth in assets in lower-fee investment mandates. This shift in asset mix is reflected in the decrease in our annualized effective investment advisory and administrative fee rate to 39 basis points in fiscal 2015 from 43 basis points in fiscal 2014. The increase in investment advisory and administrative fees of 8 percent, or $95.9 million, in fiscal 2014 from fiscal 2013 can be primarily attributed to the 15 percent increase in average assets under management, offset by a decline in our average effective fee rates. The decline in our effective investment advisory and administrative fee rate to 43 basis points in fiscal 2014 from 45 basis points in fiscal 2013 can be primarily attributed to the impact of a shift in product mix from higher-fee to lower-fee investment mandates. Average effective investment advisory and administrative fee rates for the fiscal years ended October 31, 2015, 2014 and 2013 by investment mandate were as follows: 2015 2014 Years Ended October 31, vs. vs. (percent of average daily net assets) 2015 2014 2013 2014 2013 Equity 0.64% 0.65% 0.65% -2% -1% Fixed income 0.43% 0.45% 0.44% -2% 1% Floating-rate income 0.53% 0.54% 0.55% -2% -1% Alternatives 0.63% 0.62% 0.64% 1% -2% Portfolio implementation 0.16% 0.16% 0.16% -1% -2% Exposure management 0.05% 0.05% 0.06% 2% -4% Average effective investment advisory and administrative fee rate 0.39% 0.43% 0.45% -9% -4% Performance fees reflected in the average effective advisory and administrative fee rates shown above totaled $3.7 million, $8.3 million and $4.4 million in fiscal 2015, 2014 and 2013, respectively. Distribution and underwriter fees Distribution plan payments, which are made under contractual agreements with certain sponsored funds, are calculated as a percentage of average assets under management of the applicable funds and fund share classes. These fees fluctuate with both the level of average assets under management and sales of sponsored funds and fund share classes that are subject to these fees. The following table shows the total distribution payments with respect to our Class A, Class B, Class C, Class N, Class R and private equity funds for the fiscal years ended October 31, 2015, 2014 and 2013: 34

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2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Class A $ 876 $ 1,241 $ 1,105 -29% 12% Class B 2,173 3,540 5,298 -39% -33% Class C 64,809 67,739 69,081 -4% -2% Class N 136 273 142 -50% 92% Class R 1,208 1,030 821 17% 25% Private funds 4,267 3,874 3,626 10% 7% Total distribution plan payments $ 73,469 $ 77,697 $ 80,073 -5% -3% Underwriter commissions are earned on sales of shares of our sponsored mutual funds on which investors pay a sales charge at the time of purchase (Class A share sales). Sales charges and underwriter commissions are waived or reduced on shareholder purchases that exceed specified minimum amounts and on purchases by certain categories of investors. Underwriter commissions vary with the level of Class A share sales and the mix of Class A shares offered with and without sales charges. Underwriter fees and other distribution income decreased 6 percent, or $0.5 million, to $7.3 million in fiscal 2015, primarily reflecting a decrease of $0.2 million in underwriter fees received on sales of Class A shares and a decrease of $0.3 million in contingent deferred sales charges received on certain Class A redemptions. Underwriter fees and other distribution income decreased 15 percent, or $1.3 million, to $7.8 million in fiscal 2014, primarily reflecting a decrease of $1.2 million in underwriter fees received on sales of Class A shares and a decrease of $0.3 million in contingent deferred sales charges received on certain Class A redemptions. Service fees Service fees, which are paid to EVD pursuant to distribution or service plans adopted by our sponsored mutual funds, are calculated as a percent of average assets under management in specific mutual fund share classes (principally Classes A, B, C, N and R). Certain private funds also make service fee payments to EVD. Service fees are paid to EVD as principal underwriter or placement agent to the funds for service and/or the maintenance of shareholder accounts. Service fee revenue decreased 7 percent, or $9.3 million, to $116.4 million in fiscal 2015 from fiscal 2014, primarily reflecting a decrease in average assets under management in certain classes of funds subject to service fees. Service fee revenue decreased 1 percent, or $0.8 million, to $125.7 million in fiscal 2014 from fiscal 2013, primarily reflecting a decrease in average assets under management in certain classes of funds subject to service fees. Other revenue Other revenue, which consists primarily of sub-transfer agent fees, miscellaneous dealer income, custody fees, Hexavest-related distribution and service revenue, and sub-lease income, increased by $1.6 million in fiscal 2015, primarily reflecting an increase in Hexavest-related revenue. Other revenue increased by $1.5 million in fiscal 2014, primarily reflecting an increase in Hexavest-related revenue. 35

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Expenses Operating expenses increased 8 percent, or $72.7 million, in fiscal 2015 from fiscal 2014, reflecting increases in distribution, compensation, fund-related and other expenses, offset by lower service fees and reduced amortization of deferred sales commissions as more fully described below. Included in distribution expense for fiscal 2015 is a one-time payment of $73.0 million to terminate certain closed-end fund service and additional compensation arrangements with a distribution partner. Expenses in connection with the Company’s NextShares initiative totaled approximately $7.4 million in fiscal 2015, an increase of 97 percent from $3.7 million in fiscal 2014. The following table shows our operating expenses for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Compensation and related costs: Cash compensation $ 414,307 $ 400,890 $ 387,343 3% 3% Stock-based compensation 69,520 60,548 59,791 15% 1% Total compensation and related costs 483,827 461,438 447,134 5% 3% Distribution expense 198,155 141,544 139,618 40% 1% Service fee expense 106,663 116,620 115,149 -9% 1% Amortization of deferred sales commissions 14,972 17,590 19,581 -15% -10% Fund-related expenses 35,886 35,415 34,230 1% 3% Other expenses 163,613 157,830 148,784 4% 6% Total expenses $ 1,003,116 $ 930,437 $ 904,496 8% 3% Compensation and related costs The following table shows our compensation and related costs for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Base salaries and employee benefits $ 217,289 $ 204,935 $ 187,734 6% 9% Stock-based compensation 69,520 60,548 59,791 15% 1% Operating income-based incentives 134,052 137,563 130,359 -3% 6% Sales incentives 57,716 54,989 64,730 5% -15% Other compensation expense 5,250 3,403 4,520 54% -25% Total $ 483,827 $ 461,438 $ 447,134 5% 3% 36

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The increase in base salaries and employee benefits in fiscal 2015 reflects the impact of a 4 percent increase in average headcount to support growth initiatives as well as annual merit increases. The increase in stock-based compensation in fiscal 2015 reflects higher average headcount, an increase in annual stock-based compensation awards and the impact of certain employee retirements and terminations. The decrease in operating income- based incentives in fiscal 2015 reflects lower pre-bonus adjusted operating income. The increase in sales incentives in fiscal 2015 reflects an increase in compensation-eligible sales. Other compensation expense increased due to higher severance costs primarily associated with closing our New Jersey-based affiliate Fox Asset Management LLC (“Fox Asset Management”), as well as additional compensation expense associated with the expansion of our global investment teams in London. The increase in base salaries and employee benefits in fiscal 2014 primarily reflects an increase in base compensation associated with an increase in headcount, annual merit increases and a corresponding increase in employee benefits. The increase in stock-based compensation in fiscal 2014 primarily reflects the increase in headcount. The increase in operating income-based incentives in fiscal 2014 reflects higher pre-bonus adjusted operating income partially offset by a modest decrease in bonus payouts relative to pre-bonus adjusted operating income. The decrease in sales incentives in fiscal 2014 reflects lower compensation-eligible sales. Other compensation expense, which decreased year over year, primarily reflects a reduction in signing bonuses paid. Distribution expense Distribution expense consists primarily of commissions paid to broker-dealers on the sale of Class A shares at net asset value, ongoing asset-based payments made to distribution partners pursuant to third-party distribution arrangements for certain Class C shares and closed-end funds, marketing support arrangements to distribution partners and other discretionary marketing expenses. The following table shows our distribution expense for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Class A share commissions $ 2,628 $ 4,264 $ 6,507 -38% -34% Class C share distribution fees 53,462 54,423 54,631 -2% 0% Payments to end certain fund service and additional compensation arrangements 73,000 - - NM NM Closed-end fund structuring fees - - 4,614 NM NM Closed-end fund dealer compensation payments 6,575 18,833 17,701 -65% 6% Intermediary marketing support payments 41,901 46,950 40,442 -11% 16% Discretionary marketing expenses 20,589 17,074 15,723 21% 9% Total $ 198,155 $ 141,544 $ 139,618 40% 1% Class A share commissions decreased in fiscal 2015 and fiscal 2014, in both cases reflecting a decrease in certain Class A sales on which we pay commissions. Class C share distribution fees also decreased in fiscal 2015 and fiscal 2014, reflecting declines in Class C share assets held more than one year. As noted above, distribution expense for fiscal 2015 includes a one-time payment of $73.0 million to terminate certain closed- end fund service and additional compensation arrangements with a distribution partner pursuant to which we were obligated to make recurring payments over time based on the assets of the respective closed-end funds. The absence of closed-end fund structuring fees in fiscal 2015 and fiscal 2014 reflects the fact that no closed- end funds were offered during those fiscal years. Closed-end fund dealer compensation payments decreased in fiscal 2015, reflecting the impact of the termination of the service and additional compensation arrangements 37

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described above and increased in fiscal 2014, reflecting increases in closed-end fund assets under management. The decrease in marketing support payments to our distribution partners in fiscal 2015 reflects lower average assets subject to those arrangements. Intermediary marketing support payments increased in fiscal 2014 due primarily to an increase in average assets subject to those arrangements. Discretionary marketing expenses increased in fiscal 2015 and fiscal 2014, primarily reflecting an increase in the use of outside agencies in support of marketing efforts related to NextShares and other strategic initiatives. Service fee expense Service fees we receive from sponsored funds are generally retained in the first year and paid to broker-dealers thereafter pursuant to third-party selling agreements. These fees are calculated as a percent of average assets under management in certain share classes of our mutual funds (principally Classes A, B, C, N and R), as well as certain private funds. Service fee expense decreased by 9 percent in fiscal 2015, reflecting a decrease in average fund assets retained more than one year in funds and share classes that are subject to service fees. Service fee expense increased by 1 percent in fiscal 2014, reflecting modest increases in average assets retained more than one year in funds and share classes that are subject to service fees. Amortization of deferred sales commissions Amortization expense is affected by ongoing sales and redemptions of mutual fund Class C shares and certain private funds and redemptions of Class B shares. Amortization expense decreased 15 percent in fiscal 2015, reflecting a decrease in average Class B shares and Class C shares deferred sales commissions, partially offset by an increase in deferred sales commissions related to privately offered equity funds. In fiscal 2015, 8 percent of total amortization expense related to Class B shares, 70 percent to Class C shares and 22 percent to privately offered equity funds. Amortization expense decreased 10 percent in fiscal 2014, reflecting a decrease in average Class B shares and Class C shares deferred sales commissions, partially offset by an increase in deferred sales commissions related to privately offered equity funds. In fiscal 2014, 9 percent of total amortization expense related to Class B shares, 83 percent to Class C shares and 8 percent to privately offered equity funds. Fund-related expenses Fund-related expenses consist primarily of fees paid to sub-advisers, compliance costs and other fund-related expenses we incur. Fund-related expenses increased 1 percent, or $0.5 million, in fiscal 2015, primarily reflecting an increase in other fund-related expenses borne by the Company on funds in which it earns an all-in fee, offset by decreases in sub-advisory expenses and fund subsidies. Fund-related expenses increased 3 percent, or $1.2 million, in fiscal 2014, primarily reflecting an increase in sub-advisory expenses associated with the use of unaffiliated sub-advisers on certain funds, offset by a decrease other fund-related expenses. Other expenses Other expenses consist primarily of travel, professional services, information technology, facilities, communications and other miscellaneous corporate expenses, including the amortization of intangible assets. The following table shows our other expense for the fiscal years ended October 31, 2015, 2014 and 2013: 38

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2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Information technology $ 67,834 $ 64,051 $ 57,040 6% 12% Facilities-related 40,771 38,761 39,536 5% -2% Travel 16,360 16,480 14,739 -1% 12% Professional services 13,854 12,065 12,415 15% -3% Communications 5,272 5,250 5,273 0% 0% Other corporate expense 19,522 21,223 19,781 -8% 7% Total $ 163,613 $ 157,830 $ 148,784 4% 6% The increase in information technology expense in fiscal 2015 over fiscal 2014 can be primarily attributed to increases in software maintenance fees, market data costs and project-related consulting associated with budgeted technology projects. The increase in facilities-related expenses can be primarily attributed to an increase in rent and depreciation expense. The decrease in travel expense relates to a decrease in travel activity. The increase in professional services expense can be primarily attributed to an increase in corporate consulting engagements (including engagements related to our NextShares initiative) and external legal costs. The decrease in other corporate expenses reflects a decrease in other corporate taxes offset by increases in amortization of intangible assets related to closing Fox Asset Management, and higher corporate membership and professional development expenses. The increase in information technology expense in fiscal 2014 over fiscal 2013 can be primarily attributed to increases in software maintenance fees, market data costs and project-related consulting associated with budgeted technology projects. The decrease in facilities-related expenses can be primarily attributed to lower depreciation expense. The increase in travel expense relates to an increase in travel activity. The decrease in professional services expense can be primarily attributed to a decrease in external legal costs. The increase in other corporate expenses reflects an increase in amortization of acquisition-related intangible assets and increases in charitable giving. Non-operating Income (Expense) The main categories of non-operating income (expense) for the fiscal years ended October 31, 2015, 2014 and 2013 are as follows: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Gains (losses) and other investment income, net $ (31) $ 1,139 $ (2,513) NM NM Interest expense (29,357) (29,892) (33,708) -2% -11% Loss on extinguishment of debt - - (52,996) NM NM Other income (expense) of consolidated CLO entities: Gains and other investment income, net 5,092 14,892 14,815 -66% 1% Interest and other expense (6,767) (14,847) (19,152) -54% -22% Total non-operating expense $ (31,063) $ (28,708) $ (93,554) 8% -69% 39

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Gains (losses) and other investment income, net, declined by $1.2 million in fiscal 2015 compared to fiscal 2014, primarily reflecting increases in net investment and foreign currency losses of $2.2 million and $0.1 million, respectively, offset by an increase of $1.2 million in interest income earned. In fiscal 2015, we recognized $9.2 million of net losses related to our seed capital investments and associated hedges, compared to $6.9 million of net losses in fiscal 2014. Gains (losses) and other investment income, net, improved by $3.7 million in fiscal 2014 compared to fiscal 2013, primarily reflecting an increase of $1.7 million in interest income earned, a $1.2 million decline in net investment losses and a $0.8 million decline in foreign currency losses. In fiscal 2014 we recognized $6.9 million of net losses related to our seed capital investments and associated hedges, compared to $8.2 million of net losses in fiscal 2013. Gains (losses) and other investment income, net, in fiscal 2013 reflect a loss of $3.1 million recognized on a reverse treasury lock entered into in conjunction with the retirement of the 2017 Senior Notes. Interest expense was substantially unchanged in fiscal 2015 compared to fiscal 2014. Interest expense decreased $3.8 million in fiscal 2014, reflecting the retirement of $250 million of the 2017 Senior Notes and the contemporaneous issuance of $325 million of the 2023 Senior Notes during the third quarter of fiscal 2013. Loss on extinguishment of debt of $53.0 million in fiscal 2013 consisted of the tender premium associated with the retirement of $250 million of the 2017 Senior Notes, acceleration of certain deferred financing costs and discounts tied to the retired portion of the 2017 Senior Notes, and transaction costs associated with the debt retirement. Net losses of consolidated CLO entities were $1.7 million in fiscal 2015. Approximately $5.8 million of consolidated CLO entities’ losses were included in net income attributable to non-controlling and other beneficial interests during fiscal 2015, reflecting third-party note holders’ proportionate interests in the net income (loss) of each consolidated CLO entity. Net income attributable to Eaton Vance Corp. shareholders included $4.1 million of income associated with the consolidated CLO entities for fiscal 2015, representing management fees earned by the Company offset by the Company’s proportionate interest in net losses of the consolidated CLO entities. Net losses of consolidated CLO entities were $0.3 million in fiscal 2014. Approximately $4.1 million of consolidated CLO entities’ losses were included in net income attributable to non-controlling and other beneficial interests during fiscal 2014, reflecting third-party note holders’ proportionate interests in the net income (loss) of each consolidated CLO entity. Net income attributable to Eaton Vance Corp. shareholders included $3.8 million of income associated with the consolidated CLO entities for fiscal 2014, representing management fees earned by the Company offset by the Company’s proportionate interest in net losses of the consolidated CLO entities. Net losses of consolidated CLO entities totaled $4.7 million in fiscal 2013, representing $4.3 million of other losses and $0.4 million of other operating expenses. Approximately $8.5 million of consolidated CLO entity net losses were included in net income attributable to non-controlling and other beneficial interests, reflecting third- party note holders’ proportionate interests in the net loss of each entity. Net income attributable to Eaton Vance Corp. shareholders included $3.8 million of income associated with the consolidated CLO entities in fiscal 2013, representing management fees earned by the Company offset by the Company’s proportionate interest in net losses of the entities. 40

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Income Taxes Our effective tax rate, calculated as income taxes as a percentage of income before income taxes and equity in net income of affiliates, was 38.8 percent, 38.0 percent and 40.0 percent in fiscal 2015, 2014 and 2013, respectively. During fiscal 2013, we reached a settlement with one state to resolve all matters relating to such state’s audit of our fiscal years 2004 through 2009 for a lump sum payment of $19.6 million. The $19.6 million payment resulted in a net increase to income tax expense of $6.7 million, equal to the amount of the payment less previously recorded reserves of $9.3 million and a federal tax benefit on the increased state tax of $3.6 million. Excluding the effect of the consolidated CLO entities’ net income (loss) allocated to other beneficial interest holders and the impact of the tax settlement, our effective tax rate would have been 38.2 percent, 37.7 percent and 37.3 percent in fiscal 2015, 2014 and 2013, respectively. Our policy for accounting for income taxes includes monitoring our business activities and tax policies for compliance with federal, state and foreign tax laws. In the ordinary course of business, various taxing authorities may not agree with certain tax positions we have taken, or applicable law may not be clear. We periodically review these tax positions and provide for and adjust as necessary estimated liabilities relating to such positions as part of our overall tax provision. Equity in Net Income of Affiliates, Net of Tax Equity in net income of affiliates, net of tax, for fiscal 2015 primarily reflects our 49 percent equity interest in Hexavest, our seven percent minority equity interest in a private equity partnership managed by a third party and equity interests in certain funds we sponsor or manage. Equity in net income of affiliates, net of tax, was $12.0 million, $16.7 million and $14.9 million in fiscal 2015, 2014 and 2013, respectively. The following table summarizes the components of equity in net income of affiliates, net of tax, for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Investments in sponsored funds, net of tax $ 315 $ 5,245 $ 4,821 -94% 9% Investment in private equity partnership, net of tax 849 517 369 64% 40% Investment in Hexavest, net of tax and amortization 10,857 10,963 9,679 -1% 13% Total $ 12,021 $ 16,725 $ 14,869 -28% 12% 41

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Net Income Attributable to Non-controlling and Other Beneficial Interests The following table summarizes the components of net income attributable to non-controlling and other beneficial interests for the fiscal years ended October 31, 2015, 2014 and 2013: 2015 2014 Years Ended October 31, vs. vs. (in thousands) 2015 2014 2013 2014 2013 Consolidated sponsored funds $ 1,752 $ 318 $ (4,095) 451% NM Majority-owned subsidiaries (15,673) (15,950) (16,620) -2% -4% Non-controlling interest value adjustments(1) 204 (5,311) (24,320) NM -78% Consolidated CLO entities 5,825 4,095 8,450 42% -52% Net income attributable to non-controlling and other beneficial interests $ (7,892) $ (16,848) $ (36,585) -53% -54% (1) Relates to non-controlling interests redeemable at other than fair value. Net income attributable to non-controlling and other beneficial interests is not adjusted for taxes due to the underlying tax status of our consolidated subsidiaries, which are treated as partnerships or other pass-through entities for tax purposes. Funds and the CLO entities we consolidate are registered investment companies or private funds that are treated as pass-through entities for tax purposes. In fiscal 2014, increases in the estimated redemption value of non-controlling interests in Parametric Risk Advisors and Atlanta Capital redeemable at other than fair value were $1.3 million and $4.0 million, respectively. In fiscal 2013, the increases in the estimated redemption value of non-controlling interests in Parametric, Parametric Risk Advisors and Atlanta Capital redeemable at other than fair value were $10.9 million, $0.5 million and $12.9 million, respectively. Changes in Financial Condition, Liquidity and Capital Resources The assets and liabilities of our consolidated CLO entities do not affect our liquidity or capital resources. The collateral assets of our consolidated CLO entities are held solely to satisfy the obligations of these entities and we have no right to these assets beyond our direct investment in, and management fees generated from, these entities. The note holders of these entities have no recourse to the general credit of the Company. As a result, the assets and liabilities of our consolidated CLO entities are excluded from the discussion of liquidity and capital resources below. The following table summarizes certain key financial data relating to our liquidity and capital resources on October 31, 2015, 2014 and 2013 and uses of cash for the years then ended: 42

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Balance Sheet and Cash Flow Data October 31, (in thousands) 2015 2014 2013 Balance sheet data: Assets: Cash and cash equivalents $ 465,558 $ 385,215 $ 461,906 Investment advisory fees and other receivables 187,753 186,344 170,220 Total liquid assets $ 653,311 $ 571,559 $ 632,126 Investments $ 507,020 $ 624,605 $ 536,323 Liabilities: Debt $ 573,811 $ 573,655 $ 573,499 Years Ended October 31, (in thousands) 2015 2014 2013 Cash flow data: Operating cash flows $ 219,867 $ 98,785 $ 116,367 Investing cash flows 84,266 185,460 177,028 Financing cash flows (221,446) (359,378) (293,018) Liquidity and Capital Resources Liquid assets consist of cash and cash equivalents and investment advisory fees and other receivables. Cash and cash equivalents consist of cash and short-term, highly liquid investments that are readily convertible to cash. Investment advisory fees and other receivables primarily represent receivables due from sponsored funds and separately managed accounts for investment advisory and distribution services provided. Liquid assets represented 40 percent and 34 percent of total assets on October 31, 2015 and 2014, respectively, excluding those assets identified as assets of consolidated CLO entities. Not included in the liquid asset amounts are $77.4 million and $157.0 million of highly liquid short-term debt securities with remaining maturities between three and 12 months held as of October 31, 2015 and 2014, respectively, which are included within investments on our Consolidated Balance Sheets. Our seed investments in consolidated funds and separate accounts are not treated as liquid assets because they may be longer term in nature. The $81.8 million increase in liquid assets in fiscal 2015 primarily reflects net cash provided by operating activities of $219.9 million, net proceeds from sales and purchases of available-for-sale securities of $59.4 million, proceeds from the issuance of Non-Voting Common Stock of $89.7 million in connection with the exercise of employee stock options and other employee stock purchases, excess tax benefits of $10.0 million associated with stock option exercises and $149.2 million from the investing and financing activities of consolidated CLO entities, offset by the payment of $116.0 million of dividends to shareholders, the repurchase of $283.4 million of Non-Voting Common Stock, the payment of $20.0 million to acquire additional interests in Atlanta Capital and Parametric, a $9.1 million contingent payment related to the Company’s acquisition of the Tax Advantaged Bond Strategies (“TABS”) business and the addition of $11.5 million in equipment and leasehold improvements. 43

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The $60.6 million decrease in liquid assets in fiscal 2014 primarily reflects the payment of $105.9 million of dividends to shareholders, the repurchase of $322.0 million of Non-Voting Common Stock and the payment of $26.9 million to acquire additional interests in Atlanta Capital, offset by net cash provided by operating activities of $98.8 million, net proceeds from sales and purchases of available-for-sale securities of $67.9 million, proceeds from the issuance of Non-Voting Common Stock of $88.2 million, excess tax benefits of $18.6 million associated with stock option exercises and $118.5 million from the investing and financing activities of consolidated CLO entities. In fiscal 2013, we issued $325 million of 2023 Senior Notes. The proceeds of the issuance were used primarily to purchase $250 million in aggregate principal amount of the 2017 Senior Notes. The Company paid $305.4 million to retire the 2017 Senior Notes, which included an early tender premium and accrued and unpaid interest. Executing these transactions enabled us to stagger the maturities of our debt, with $250 million now due in 2017 and $325 million due in 2023. We also maintain a $300 million unsecured revolving credit facility with several banks that expires on October 21, 2019. The facility provides that we may borrow at LIBOR-based rates of interest that vary depending on the level of usage of the facility and our credit ratings. The agreement contains financial covenants with respect to leverage and interest coverage and requires us to pay an annual facility fee on any unused portion. We had no borrowings under our revolving credit facility at October 31, 2015 or at any point during the fiscal year. We were in compliance with all debt covenants as of October 31, 2015. We continue to monitor our liquidity daily. We remain committed to growing our business and expect that our main uses of cash will be paying dividends, acquiring shares of our Non-Voting Common Stock, making seed investments in new products and strategic acquisitions, enhancing our technology infrastructure and paying the operating expenses of our business, which are largely variable in nature and fluctuate with revenue and assets under management. We believe that our existing liquid assets, cash flows from operations and borrowing capacity under our existing credit facility are sufficient to meet our current and forecasted operating cash needs for the next twelve months. The risk exists, however, that if we need to raise additional capital or refinance existing debt in the future, resources may not be available to us in sufficient amounts or on acceptable terms. Our ability to enter the capital markets in a timely manner depends on a number of factors, including the state of global credit and equity markets, interest rates, credit spreads and our credit ratings. If we are unable to access capital markets to issue new debt, refinance existing debt or sell shares of our Non-Voting Common Stock as needed, or if we are unable to obtain such financing on acceptable terms, our business could be adversely affected. We have a “well-known seasoned issuer” shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (“SEC”) that registers an unspecified amount of Non-Voting Common Stock, debt securities, depositary shares, warrants, stock purchase contracts and stock purchase units for future issuance. We would expect to use the net proceeds of future securities sales under the shelf registration for general corporate purposes. Recoverability of our Investments Our $507.0 million of investments as of October 31, 2015 consisted of our 49 percent equity interest in Hexavest, positions in Company-sponsored funds and separate accounts entered into for investment and business development purposes, and certain other investments held directly by the Company. Investments in Company-sponsored funds and separate accounts and direct investments by the Company are generally in liquid debt or equity securities and are carried at fair market value. We test our investments, other than equity method investments, for impairment on a quarterly basis. We evaluate our investments in non-consolidated CLO entities and investments classified as available-for-sale for impairment using quantitative factors, including how long the investment has been in a net unrealized loss position, and qualitative factors, including the credit 44

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quality of the underlying issuer and our ability and intent to continue holding the investment. If markets deteriorate in the quarters ahead, our assessment of impairment on a quantitative basis may lead us to impair investments in future quarters that were in an unrealized loss position at October 31, 2015. We test our investments in equity method investees, goodwill and indefinite-lived intangible assets in the fourth quarter of each fiscal year, or as facts and circumstances indicate that additional analysis is warranted. There have been no significant changes in financial condition in fiscal 2015 that would indicate that an impairment loss exists at October 31, 2015. We periodically review our deferred sales commissions and identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. There have been no significant changes in financial condition in fiscal 2015 that would indicate that an impairment loss exists at October 31, 2015. Operating Cash Flows Our operating cash flows are calculated by adjusting net income to reflect other significant sources and uses of cash, certain significant non-cash items and timing differences in the cash settlement of other assets and liabilities. Significant sources and uses of cash that are not reflected in either revenue or operating expenses include net cash flows associated with our deferred sales commission assets (capitalized sales commissions paid net of contingent deferred sales charges received), as well as net cash flows associated with the purchase and sale of investments within the portfolios of our consolidated sponsored funds and separate accounts (proceeds received from the sale of trading investments net of cash outflows associated with the purchase of trading investments). Significant non-cash items include the amortization of deferred sales commissions and intangible assets, depreciation, stock-based compensation and net change in deferred income taxes. Cash provided by operating activities totaled $219.9 million in fiscal 2015, an increase of $121.1 million from $98.8 million in fiscal 2014. The increase in net cash provided by operating activities year-over-year primarily reflects an increase in the net sales of trading securities and an increase in the timing differences in the cash settlement of other assets and liabilities, offset by an increase in the net cash used in the operating activities of our consolidated CLO entities. Cash provided by operating activities totaled $98.8 million in fiscal 2014, a decrease of $17.6 million from $116.4 million in fiscal 2013. The decrease in net cash provided by operating activities year-over-year primarily reflects an increase in the net cash used in the operating activities of our consolidated CLO entities, partially offset by an increase in deferred taxes and a decrease in the net purchase of trading securities. Investing Cash Flows Cash flows from investing activities consist primarily of the purchase of equipment and leasehold improvements, cash paid in acquisitions and the purchase and sale of available-for-sale investments in sponsored funds that we do not consolidate. Cash provided by investing activities totaled $84.3 million in fiscal 2015 compared to $185.5 million in fiscal 2014. The decrease in cash provided by investing activities year-over-year can be primarily attributed to a $9.1 million payment to the sellers of the TABS business in fiscal 2015, offset by a decrease of $8.6 million in the net proceeds from the sales and purchases of available-for-sale securities and a decrease of $79.6 million in the net proceeds from the sales of consolidated CLO entities investments. Cash provided by investing activities totaled $185.5 million in fiscal 2014 compared to $177.0 million in fiscal 2013. The increase in cash provided by investing activities year-over-year can be primarily attributed to a 45

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decrease in cash utilized for acquisitions in fiscal 2014, offset by a decrease of $32.0 million in the net proceeds from the sales and purchases of available-for-sale securities and a decrease of $45.0 million in the net proceeds from the sales of consolidated CLO entity investments. Net cash paid in acquisitions in fiscal 2013 included payments to the sellers of Clifton and TABS under the terms of the respective acquisition agreements of $72.3 million and $14.1 million, respectively. Financing Cash Flows Financing cash flows primarily reflect distributions to non-controlling interest holders of our majority-owned subsidiaries and consolidated funds, the purchase of additional non-controlling interests in our majority-owned subsidiaries, the issuance and repurchase of our Non-Voting Common Stock, excess tax benefits associated with stock option exercises, the payment of dividends to our shareholders and the proceeds and payments associated with the Company’s debt. Financing cash flows also include proceeds from the issuance of capital stock by consolidated funds and cash paid to meet redemptions by non-controlling interest holders of these funds. Cash used for financing activities totaled $221.4 million, $359.4 million and $293.0 million in fiscal 2015, 2014 and 2013, respectively. In fiscal 2015, we paid $20.0 million to acquire additional interests in Atlanta Capital and Parametric, repurchased and retired approximately 7.4 million shares of our Non-Voting Common Stock for $283.4 million under our authorized repurchase programs and issued 5.0 million shares of our Non-Voting Common Stock in connection with the grant of restricted share awards, the exercise of stock options and other employee stock purchases for total proceeds of $89.7 million. As of October 31, 2015, we have authorization to purchase an additional 3.2 million shares under our current share repurchase authorization and anticipate that future repurchases will continue to be an ongoing use of cash. Our dividends declared per share were $1.015 in fiscal 2015, $0.91 in fiscal 2014 and $1.82 in fiscal 2013. Fiscal 2013 dividends included a one-time special dividend of $1.00 per share declared and paid in December 2012. We currently expect to declare and pay quarterly dividends on our Voting and Non-Voting Common Stock comparable to the dividend declared in the fourth quarter of fiscal 2015. In fiscal 2015, cash used for financing activities also included $381.5 million in principal payments made on senior notes, lines of credit and redeemable preferred shares of consolidated CLO entities, as well as $485.2 million related to the proceeds from the line of credit and the issuance of new senior notes and redeemable preferred shares of those entities. In fiscal 2014, cash used for financing activities included $436.2 million in principal payments made on senior notes, lines of credit and redeemable preferred shares of consolidated CLO entities, as well as $429.6 million related to the issuance of new senior notes and redeemable preferred shares of those entities. In fiscal 2013, cash used for financing activities included $177.5 million in principal payments made on senior notes of consolidated CLO entities. 46

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Contractual Obligations The following table details our contractual obligations as of October 31, 2015: Payments due by period Less More than 1 1-3 4-5 than 5 (in millions) Total Year Years Years Years Operating leases – facilities and equipment(1) $ 353 $ 21 $ 43 $ 43 $ 246 Senior notes 575 - 250 - 325 Interest payment on senior notes 127 28 40 24 35 Payments to non-controlling interest holders of majority-owned subsidiaries 10 10 - - - Investment in private equity partnership 1 - 1 - - Unrecognized tax benefits(2) 3 1 2 - - Total $ 1,069 $ 60 $ 336 $ 67 $ 606 Contractual obligations of consolidated CLO entity: Senior and subordinated note obligations $ 409 $ - $ - $ - $ 409 Interest payments on senior and subordinated note obligations 108 10 20 20 58 Total contractual obligations of consolidated CLO entity $ 517 $ 10 $ 20 $ 20 $ 467 (1) Minimum payments have not been reduced by minimum sublease rentals of $0.4 million to be received in the future under non-cancelable subleases. (2) This amount includes unrecognized tax benefits along with accrued interest and penalties. In July 2006, we committed to invest up to $15.0 million in a private equity partnership that invests in companies in the financial services industry. We had invested $14.5 million of the maximum $15.0 million as of October 31, 2015. The remaining commitment is included in the table above. Interests held by non-controlling interest holders of Atlanta Capital and Parametric are not subject to mandatory redemption. The purchase of non-controlling interests is predicated on the exercise of a series of puts held by non-controlling interest holders and calls held by us. The puts provide the non-controlling interest holders the right to require us to purchase these retained interests at specific intervals over time, while the calls provide us with the right to require the non-controlling interest holders to sell their retained equity interests to us at specified intervals over time, as well as upon the occurrence of certain events such as death or permanent disability. As a result, there is significant uncertainty as to the timing of any non-controlling interest purchase in the future. Non-controlling interests are redeemable at fair value or based on a multiple of earnings before interest and taxes of the subsidiary, which is a measure that is intended to represent fair value. As a result, there is significant uncertainty as to the amount of any non-controlling interest purchase in the future. Accordingly, future payments to be made to purchase non-controlling interests have been excluded from the above table, unless a put or call option has been exercised and a mandatory firm commitment exists for us to purchase such non-controlling interests. Although the timing and amounts of these purchases cannot be predicted with certainty, we anticipate that the purchase of non-controlling interests in our consolidated subsidiaries may be a significant use of cash in future years. 47

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We have presented all redeemable non-controlling interests at redemption value on our Consolidated Balance Sheet as of October 31, 2015. We have recorded the current year change in the estimated redemption value of non-controlling interests redeemable at fair value as a component of additional paid-in capital and have recorded the current year change in the estimated redemption value of non-controlling interests redeemable at other than fair value (non-controlling interests redeemable based on a multiple of earnings before interest and taxes of the subsidiary) as a component of net income attributable to non-controlling and other beneficial interests. Based on our calculations, the estimated redemption value of our non-controlling interests, redeemable at either fair value or other than fair value, totaled $88.9 million on October 31, 2015 compared to $107.5 million on October 31, 2014. Redeemable non-controlling interests as of October 31, 2015 consisted of third-party investors’ ownership in consolidated investment funds of $11.9 million, non-controlling interests in Parametric issued in conjunction with the Clifton acquisition of $18.6 million, non-controlling interests in Parametric issued in conjunction with the Parametric Risk Advisors final put option of $10.8 million and profit interests granted under the long-term incentive plans of Parametric and Atlanta Capital of $28.5 million and $16.4 million, respectively, all of which are redeemable at fair value. Redeemable non-controlling interests as of October 31, 2015 also included non- controlling interests in Atlanta Capital redeemable at other than fair value of $2.7 million. Redeemable non- controlling interests as of October 31, 2014 consisted of third-party investors’ ownership in consolidated investment funds of $8.9 million, non-controlling interests in Parametric issued in conjunction with the Clifton acquisition of $27.0 million, non-controlling interests in Parametric issued in conjunction with the Parametric Risk Advisors final put option of $11.7 million, and redeemable interests in profit interests granted under the long-term incentive plans of Parametric and Atlanta Capital of $33.6 million and $16.2 million, respectively, all of which are redeemable at fair value. Redeemable non-controlling interests as of October 31, 2014 also included non-controlling interests in Atlanta Capital redeemable at other than fair value of $10.0 million. We have included in the table above $4.2 million related to Parametric employees’ exercises of put options related to indirect profit interests granted under a long-term incentive plan that occurred in September 2015. We have also included in the table above $5.9 million related to the execution of a put option by the non-controlling interest holders of Atlanta Capital and Atlanta Capital employees’ exercises of put options related to indirect profit interests granted under a long-term incentive plan, both of which occurred in September 2015 and settled in December and November 2015, respectively. Related to our acquisition of the TABS business in December 2008, we are obligated to make two additional annual contingent payments based on prescribed multiples of TABS’s revenue for the twelve months ending December 31, 2015 and 2016. There is no defined floor or ceiling on such payments, resulting in significant uncertainty as to the amount of any payment in the future. Accordingly, future payments to be made have been excluded from the above table. We have the option to acquire an additional 26 percent interest in Hexavest in 2017. There is no defined floor or ceiling related to this payment, resulting in significant uncertainty as to the amount of any payment in the future. Accordingly, any future payment to be made has been excluded from the above table until such time as the uncertainty has been resolved. Although the amounts of this payment cannot be predicted with certainty, we anticipate that it may represent a significant use of cash in fiscal 2017. In November 2010, we acquired patents and other intellectual property from Managed ETFs LLC, a developer of intellectual property in the field of exchange-traded funds. This intellectual property is the foundation of the Company’s NextShares™ exchange-traded managed funds initiative. The success of NextShares became reasonably possible when, on December 2, 2014, the SEC issued the Company an exemption from certain provisions of the Investment Company Act of 1940 to permit the offering of NextShares. The SEC subsequently granted similar exemptive relief to 11 other fund advisers that have entered into preliminary licensing and services agreements for NextShares. 48

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We expect to begin the staged introduction of the first Eaton Vance-sponsored NextShares funds in the first calendar quarter of 2016. Broad market adoption and commercial success requires the development of expanded distribution, the launch of NextShares by other fund sponsors and acceptance by market participants, which cannot be assured. The terms of the acquisition of the patents and other intellectual property of Managed ETFs LLC include approximately $9.0 million in aggregate contingent milestone payments that are based on specific events representing key developments in the commercialization of NextShares. There is no defined timing on these payments, resulting in significant uncertainty as to when the amount of any payment is due in the future. Accordingly, future payments to be made have been excluded from the above table until such time as the uncertainty has been resolved. If and when the milestones are reached, Managed ETFs LLC is also entitled to revenue-sharing payments that are calculated as a percentage of licensing revenue that we receive for use of the acquired intellectual property. Foreign Subsidiaries We consider the undistributed earnings of certain of our foreign subsidiaries to be indefinitely reinvested in foreign operations as of October 31, 2015. Accordingly, no U.S. income taxes have been provided thereon. As of October 31, 2015, the Company had approximately $34.1 million of undistributed earnings in certain Canadian, UK and Australian foreign subsidiaries that is not available to fund domestic operations or to distribute to shareholders unless repatriated. Repatriation would require the Company to accrue and pay U.S. corporate income taxes. The unrecognized deferred income tax liability on these un-repatriated funds, or temporary difference, is estimated to be $4.0 million. The Company does not intend to repatriate these funds, has not previously repatriated funds from these entities, and has the financial liquidity to permanently leave these funds offshore. Off-Balance Sheet Arrangements We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market or credit risk support or engage in any leasing activities that expose us to any liability that is not reflected in our Consolidated Financial Statements. Critical Accounting Policies We believe the following critical accounting policies reflect our accounting policies that require significant judgments and estimates used in the preparation of our Consolidated Financial Statements. Actual results may differ from these estimates. Consolidation of Variable Interest Entities Accounting guidance provides a framework for determining whether an entity should be considered a variable interest entity (“VIE”), and, if so, whether our involvement with the entity results in a variable interest in the entity. If we determine that we do have a variable interest in the entity, we must then perform an analysis to determine whether we are the primary beneficiary of the VIE. If we determine that we are the primary beneficiary of the VIE, we are required to consolidate the assets, liabilities, results of operations and cash flows of the VIE into the Consolidated Financial Statements of the Company. A company is the primary beneficiary of a VIE if it has a controlling financial interest in the VIE. A company is deemed to have a controlling financial interest in a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses 49

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of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Our evaluation of whether we qualify as the primary beneficiary of a VIE is highly complex. In our analysis, we must make significant estimates and assumptions regarding future cash flows of the VIE. These estimates and assumptions relate primarily to market interest rates, credit default rates, pre-payment rates, discount rates, the marketability of certain securities and the probability of certain outcomes. There is also judgment involved in assessing whether we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the entity. While we believe that our evaluation is appropriate, future changes in estimates, judgments, assumptions and/or in the ownership interests of the Company in a VIE may affect the determination of the primary beneficiary status and the resulting consolidation or de-consolidation of the assets, liabilities and results of operations of the VIE in our Consolidated Financial Statements. Fair Value Measurements Accounting standards define fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. The fair value hierarchy established in these standards prioritizes the inputs to valuation techniques and gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on the nature of the inputs that are significant to the fair value measurements in their entirety. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value measurement hierarchy. In such cases, an investment’s classification within the fair value measurement hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 1 Unadjusted quoted market prices in active markets for identical assets or liabilities at the reporting date. Level 2 Observable inputs other than Level 1 unadjusted quoted market prices, such as quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities that are not active, and inputs other than quoted prices that are observable or corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity. Goodwill Goodwill represents the excess of the cost of our investment in the net assets of acquired companies over the fair value of the underlying identifiable net assets at the dates of acquisition. We attribute all goodwill associated with the acquisitions of Atlanta Capital, Parametric and its wholly owned subsidiaries, which share similar economic characteristics, to a single reporting unit. Management believes that the inclusion of these entities in a single reporting unit for the purposes of goodwill impairment testing most accurately reflects the synergies achieved in acquiring these entities, namely centralized distribution of similar products and services to similar clients. We attribute all goodwill associated with the acquisition of TABS and other acquisitions to a second reporting unit. Goodwill is not amortized but is tested annually for impairment in the fourth quarter of each fiscal year by comparing the fair value of the reporting units to the carrying amounts, including goodwill. We establish fair 50

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