ITEM 1. BUSINESS
Eaton Vance Corp. (the "Company") has been in the investment management business for over seventy-five years, tracing its history to two Boston-based investment managers: Eaton & Howard, formed in 1924, and Vance, Sanders & Company, organized in 1934. The Company's principal business is creating, marketing and managing investment funds and providing investment management services to institutions and individuals. As of October 31, 2001, the Company managed $56.6 billion in portfolios with investment objectives ranging from high current income to maximum capital gain.
The Company conducts its investment management business through two wholly-owned subsidiaries, Eaton Vance Management ("EVM") and Boston Management and Research ("BMR"), and two majority-owned subsidiaries, Atlanta Capital Management Company, LLC ("Atlanta Capital") and Fox Asset Management, LLC ("Fox Asset Management"). All four entities are registered with the Securities and Exchange Commission ("SEC") as investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Eaton Vance Distributors, Inc. ("EVD"), a wholly-owned broker/dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act"), markets and sells the Eaton Vance Funds (the "Funds").
GENERAL DEVELOPMENT OF BUSINESS
Over the past five years, the Company has expanded the range of investment management services and products it offers to meet the needs of high-net-worth investors. The Company has developed a position as the leading provider of equity funds that are managed with an objective of maximizing after-tax returns. Tax-managed investing addresses the roughly 50 percent of equity fund assets held by taxpaying investors outside of qualified retirement plans such as IRAs and 401(k)s. The Company introduced Eaton Vance Tax-Managed Growth Fund 1.1 in the spring of 1996. In fiscal 1997 and 1998, the Company added two new tax-managed funds, Eaton Vance Tax-Managed Emerging Growth Fund 1.1 and Eaton Vance Tax-Managed International Growth Fund, as companion products to its flagship large-cap growth fund. In fiscal 2000, the Company further expanded its tax-managed product line with the introduction of Eaton Vance Tax-Managed Value Fund, Eaton Vance Tax-Managed Capital Appreciation Fund and Eaton Vance Tax-Managed Young Shareholder Fund, each focusing on maximizing long-term after-tax returns. In fiscal 2001, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax Managed Emerging Growth Fund 1.2 were introduced, making use of an innovative structure to invest in the same portfolios as their respective predecessor funds while shielding new investors from potential tax liability for historical portfolio gains. The Company plans to introduce more tax-managed equity funds in fiscal 2002. In addition to its tax-managed equity funds, the Company offers a family of open-end and exchange-listed municipal bond funds that continue to be an important part of the Company's tax-managed product offering. The Company has also continued to offer, on a private basis, funds
ITEM 1. BUSINESS (CONTINUED)
to meet the diversification and tax-managment needs of qualifying high net worth investors.
The Company extended the scope of its high net worth investment products in fiscal 2000 to encompass "Comprehensive Wealth Management" - the management, on a multigenerational basis, of a family's investment, tax, and estate planning needs. In April 2000, the Company introduced The U.S. Charitable Gift Trust and its Pooled Income Funds, designed to address the distribution of wealth in a convenient, tax efficient manner. The U.S. Charitable Gift Trust is one of the first charities to use professional investment advisers to assist high net worth individuals with their philanthropic, estate and tax planning needs. The Pooled Income Funds, sponsored by the Trust, are similar to charitable remainder trusts, providing donors with income during their lifetimes and leaving the principal to the Gift Trust and designated charities upon their deaths. The Trust and its Pooled Income Funds encourage long-term philanthropy, while allowing individuals to avoid the high costs associated with setting up their own charitable foundations and charitable remainder trusts.
The Company broadened its floating-rate bank loan product line in fiscal 2000 with the introduction of Eaton Vance Floating-Rate High Income Fund and Eaton Vance Floating Rate Fund, two bank loan funds offering investors daily liquidity in an open-end mutual fund format.
In fiscal 2001, the Company expanded its investment management industry focus beyond mutual funds. The Company targeted two major potential growth areas: managing assets for institutions, including pension plans and endowments; and managing individual portfolios for higher-net-worth clients who want a more customized form of asset management than provided by mutual funds. In an effort to build a leadership position in the institutional and separately managed account business, the Company acquired 70 percent of Atlanta Capital and 80 percent of Fox Asset Management, two institutional investment management firms focusing, respectively, on growth and value investment styles. These strategic acquisitions, completed on September 30, 2001, complement the strengths of the Company and provide new opportunities to broaden the Company's mix of asset management disciplines, clients and distribution channels.
Taking into account the Company's recent acquisitions, the Company provided investment advisory or administration services to 157 Funds, 1,193 separately managed individual and institutional accounts, and separately managed accounts in 21 broker/dealer programs on October 31, 2001. At that date, there were $46.1 billion of fund assets and $10.5 billion of separate account assets. The following table shows fund and the separate account assets for the dates indicated:
ITEM 1. BUSINESS (CONTINUED)
FUND AND SEPARATELY MANAGED ACCOUNT ASSETS AT OCTOBER 31, ---------------------------------------------------- 2001 2000 1999 1998 1997 ---------------------------------------------------- (in millions) Funds: Equities $25,200 $25,400 $18,000 $ 9,800 $ 5,200 Floating-Rate Income 9,600 10,100 10,000 6,200 3,900 Fixed Income 10,200 9,500 9,600 9,100 9,100 Money Market 1,100 1,000 500 800 700 ---------------------------------------------------- Total 46,100 46,000 38,100 25,900 18,900 ---------------------------------------------------- Separately Managed Accounts 10,500 3,200 2,800 2,500 2,400 ---------------------------------------------------- Total $56,600 $49,200 $40,900 $28,400 $21,300 ====================================================
Total equity assets under management (including Funds and separately managed accounts) comprised 57 percent of total assets under management on October 31, 2001 compared to 55 percent on October 31, 2000. Fixed income assets under management increased to 26 percent of total assets under management from 24 percent a year ago and floating-rate income assets decreased to 17 percent from 21 percent a year ago. The change in the composition of total assets under management is primarily due to the inclusion of Atlanta Capital and Fox Asset Management assets as a result of the September 30, 2001 acquisitions.
INVESTMENT MANAGEMENT AND ADMINISTRATIVE ACTIVITIES
Portfolio managers employed by the Company make investment decisions for all but five of the Eaton Vance Funds in accordance with each Fund's investment objectives and policies. Investment decisions for four international equity funds are made by Lloyd George Management ("LGM"), an independent investment management company based in Hong Kong in which the Company owns a 21 percent equity position. The portfolio managers of the Company and LGM jointly manage one of the Company's international equity funds. OrbiMed Advisors, Inc. ("OrbiMed"), an independent investment management company based in New York, makes investment decisions for Worldwide Health Sciences Portfolio. The Company's portfolio management staff has, on average, more than 18 years of experience in the securities industry. The Company's investment advisory agreements for management services with each of the Funds provide for fees ranging from 10 to 100 basis points of average net assets annually. For Funds that are registered under the Investment Company Act of 1940, as amended ("Registered Funds"), a majority of the independent trustees (i.e., those unaffiliated with the management company) of these Registered Funds must approve the investment advisory agreements annually. The Fund trustees generally may terminate these agreements upon 30 to 60 days notice without penalty. Registered Fund shareholders must approve any material amendments to the investment advisory agreements.
Investment counselors employed by the Company make decisions for the separately managed accounts. The Company's investment counselors use the same sources of information as Fund portfolio managers, but tailor investment decisions to the needs of individual and institutional clients. The Company's investment advisory fee agreements for separately managed accounts provide for fees ranging from 20 to 100 basis points of average net assets annually. These agreements are generally terminable upon 30 to 60 days notice without penalty.
ITEM 1. BUSINESS (CONTINUED)
The following table shows investment advisory and administration fees earned for the past five years ended October 31, 2001:
INVESTMENT ADVISORY AND ADMINISTRATION FEES* YEAR ENDED OCTOBER 31, ---------------------------------------------------- 2001 2000 1999 1998 1997 ---------------------------------------------------- (in thousands) Investment Advisory Fees - Funds $226,249 $204,926 $173,079 $127,234 $ 95,531 Separately Managed Accounts 14,700 12,436 11,169 11,295 9,503 Administration Fees - Funds ** 10,807 8,017 13,129 12,662 12,071 ---------------------------------------------------- Total $251,756 225,379 $197,377 $151,191 $117,105 ====================================================
* Excludes gold mining investment management fees and administration fees received from funds other than Eaton Vance Funds. The Company did not receive any management or administration fees from gold mining investments from 1998 through 2001.
** Administration fees decreased in fiscal 2000 primarily as a result of the change in fee structure associated with the implementation of Rule 12b-1 equivalent distribution plans by the bank loan interval funds on May 1, 1999. See discussion at Management's Discussion and Analysis of financial conditions and results of operations appearing on pages 18 to 26 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto) which is incorporated herein by reference.
INVESTMENT ADVISORY AGREEMENTS AND DISTRIBUTION PLANS
Beginning in 1993, the Company introduced the Master/Feeder structure for most of its Funds. Master/Feeder is a two-tiered arrangement in which Funds ("Feeder Funds") with substantially identical investment objectives pool their assets by investing in a common portfolio ("Master Fund"). Each Eaton Vance Master Fund (except funds managed by LGM or OrbiMed) has entered into an investment advisory agreement with either EVM or BMR. Although the specific terms of each such agreement vary, the basic terms of the agreements are similar. Pursuant to the agreements, either EVM or BMR, as applicable, provides overall investment management services to each of the Master Funds, subject to the supervision of each Fund's Board of Trustees in accordance with each Fund's fundamental investment objectives and policies.
EVM also serves as administrator or manager under an Administration Service Agreement or Management Contract (each an "Agreement") to the Funds (including those managed by LGM and OrbiMed). Under such Agreements EVM is responsible for managing the business affairs of these Funds, subject to the supervision of each Fund's Board of Trustees. EVM's services include recordkeeping, preparing and filing documents required to comply with federal and state securities laws, supervising the activities of the Funds' custodian and transfer agent, providing assistance in connection with the Funds' shareholder meetings and other administrative services, including furnishing office space and office facilities, equipment and personnel that may be necessary for managing and administering the business affairs of the Funds. For the services provided under the Agreements, certain Funds pay EVM a monthly fee calculated at an annual rate of up to 0.35% of average daily gross assets. Each Agreement remains in full force and effect indefinitely, but only to the extent that the continuance of such Agreement is specifically approved at least annually by the Fund's Board of Trustees.
ITEM 1. BUSINESS (CONTINUED)
In addition, certain Funds have adopted distribution plans, which, subject to applicable law, provide for compensation to the Company for the payment of applicable sales commissions to retail distribution firms and for distribution services through the payment of an ongoing distribution fee (i.e., a Rule 12b-1 fee). These distribution plans are implemented through distribution agreements between EVD and the Funds. Although the specific terms of each such agreement vary, the basic terms of the agreements are similar. Pursuant to the agreements, EVD acts as underwriter for the Fund and distributes shares of the Fund through unaffiliated dealers. Each distribution plan and agreement is initially approved and its subsequent continuance must be approved annually by the trustees of the respective Funds, including a majority of the independent trustees.
Each Fund bears all expenses associated with its operation and the issuance and redemption or repurchase of its securities, except for the compensation of trustees and officers of the Fund who are employed by the Company. Under some circumstances, particularly in connection with the introduction of new funds, EVM or BMR may waive a portion of its fee and pay for some expenses of the Fund.
EVM, BMR, Atlanta Capital and Fox Asset Management have entered into an investment advisory agreement for each separately managed account, which sets forth the account's investment objectives and fee schedule, and provides for management of assets in the account in accordance with the stated investment objectives. The Company's investment counselors may assist clients in formulating investment strategies. EVM has entered into an investment advisory and administrative agreement with The U.S. Charitable Gift Trust. In addition, The U.S. Charitable Gift Trust and its Pooled Income Funds has entered into distribution agreements with EVD that provide for reimbursement of the costs of fundraising and servicing donor accounts. EVD does not profit from the raising of contributions for the Gift Trust.
MARKETING AND DISTRIBUTION OF FUND SHARES
The Company markets and distributes continuously offered shares of Funds through EVD. EVD sells Fund shares through a retail network of national and regional broker/dealers, banks, insurance companies and financial planning firms. Although the firms in the Company's retail distribution network have each entered into selling agreements with the Company, such agreements (which generally are terminable by either party) do not legally obligate the firms to sell any specific amount of the Company's investment products. For the 2001, 2000 and 1999 calendar years, the five dealer firms responsible for the largest volume of Fund sales accounted for approximately 34 percent, 31 percent, and 28 percent, respectively, of the Company's Fund sales volume. EVD currently maintains a sales force of more than 53 external wholesalers and 53 internal wholesalers. External and internal wholesalers work closely with investment professionals in the retail distribution network to assist in selling shares of Funds.
In 1997, the Company began offering its Funds to investors without charging sales commissions or other transaction fees, through fee-based registered investment advisors via various institutional programs both domestically and internationally.
EVD currently sells its Registered Funds with up to five separate pricing structures: 1) front-end load commission (Class A); 2) spread-load commission (Class B); 3) level-load commission (Class C); 4) modified spread-load commission (Class D); and 5) institutional (no-load) (Class I). For Class A shares, the shareholder pays the broker's commission and EVD receives an underwriting commission of up to 75 basis points of the dollar value of the shares sold. EVD pays a service fee to authorized firms after one year not to exceed 25 basis points of average net assets and may also pay a Rule 12b-1 fee not to exceed 50 basis points of average daily net assets.
ITEM 1. BUSINESS (CONTINUED)
For Class B and D shares, EVD pays a commission to the dealer at the time of sale and such payments are capitalized and amortized in the Company's financial statements over a four- to six-year period. The shareholder pays a contingent deferred sales charge to EVD if he or she redeems shares within a four-, five- or six-year period from the date of purchase. EVD uses its own funds (which may be borrowed) to pay such commissions. EVD recovers the dealer commissions paid on behalf of the shareholder through distribution plan payments limited to an annual rate of 75 basis points of the average net assets of the Fund or Class in accordance with a distribution plan adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940. Like the investment advisory agreement, the distribution plan and related payments must be approved annually by a vote of the fund trustees, including a majority of the independent trustees. The SEC has taken the position that Rule 12b-1 would not permit a Fund to continue making compensation payments to EVD after termination of the plan and that any continuance of such payments may subject the Fund to legal action. These distribution plans are terminable at any time without notice or penalty. In addition, EVD pays a service fee to authorized firms after one year not to exceed 25 basis points of average net assets.
For Class C shares, the shareholder pays no front-end commissions and no contingent deferred sales charges on redemptions after the first year. EVD pays a commission and the first year's service fees to the dealer at the time of sale. The Fund makes monthly distribution plan payments to EVD similar to those for Class B shares, equal to 75 basis points of average net assets of the Class. EVD pays a service fee to authorized firms after one year not to exceed 25 basis points of average net assets. Offering level-load Class C shares is consistent with the efforts of many broker/dealers to rely less on transaction fees and more on continuing fees for servicing assets.
For Class I shares, a minimum investment of $250,000 or higher is required and the shareholder pays no sales charges. The introduction of institutional (Class I) shares has made a number of funds available to a broader group of financial intermediaries.
From time to time the Company sponsors unregistered equity funds that are privately placed by EVD, as placement agent, and by various sub-agents to whom EVD and the subscribing shareholders make payments. The privately placed equity funds are managed by EVM and BMR.
The Company also sponsors a family of Cayman Island domiciled offshore funds known as the Eaton Vance Medallion family of funds. The Medallion Funds are sold by certain dealer firms through EVD to non-U.S. persons, with commission structures similar to those of the Registered Funds offered in the U.S. The Company earns distribution, administration and advisory fees directly or indirectly from the Medallion Funds.
Reference is made to Note 15 of the Notes to Consolidated Financial Statements contained in the Eaton Vance Corp. Annual Report to Shareholders for the fiscal year ended October 31, 2001 (which report is furnished as Exhibit 13.1 hereto) for a description of the major customers that provided over 10 percent of the total revenue of the Company.
ITEM 1. BUSINESS (CONTINUED)
SIGNIFICANT ACCOUNTING CHANGE
In October 1998, the Financial Accounting Standards Board (FASB) staff addressed the accounting for offering costs incurred in connection with the distribution of funds when the adviser does not receive both Rule 12b-1 fees and contingent deferred sales charges. In its announcement, the FASB staff concluded that such offering costs, including sales commissions paid, were to be considered start-up costs in accordance with American Institute of Certified Public Accountants Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities." Accordingly, the FASB staff concluded offering costs should be expensed as incurred under the provisions of SOP 98-5. Prior to the FASB staff announcement, it had been the Company's policy to capitalize and amortize these costs over a period not to exceed five years.
As a result, closed-end, interval and private fund sales commissions paid and capitalized prior to the Company's adoption of SOP 98-5 were expensed as a cumulative effect of a change in accounting principle, as described in APB Opinion No. 20, "Accounting Changes." The cumulative effect of the change in accounting principle upon adoption on November 1, 1998 was a charge to the Consolidated Statement of Income of $36.6 million, net of income taxes of $23.4 million.
In April of 1999, the bank loan interval funds received the necessary approvals to implement Rule 12b-1 equivalent distribution plans. Beginning May 1, 1999, with the implementation of these plans, the Company resumed capitalizing and amortizing sales commissions paid to broker/dealers for sales of these funds effective May 1, 1999, the beginning of the third fiscal quarter of 1999. Closed-end and bank loan interval fund sales commissions expensed from November 1, 1998 to April 30, 1999 totaled $71.3 million.
COMPETITIVE CONDITIONS AND RISK FACTORS
From time to time, information provided by the Company or information included in its filings with the Securities and Exchange Commission ("SEC") (including this Annual Report on Form 10-K) may contain statements which are not historical facts, for this purpose referred to as "forward-looking statements." The Company's actual future results may differ significantly from those stated in any forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the factors discussed below.
The Company is subject to substantial competition in all aspects of its business. The Company's ability to market investment products is highly dependent on access to the various distribution systems of national and regional securities dealer firms, which generally offer competing internally and externally managed investment products. Although the Company has historically been successful in gaining access to these channels, there can be no assurance that it will continue to do so. The inability to have such access could have a material adverse effect on the Company's business.
There are few barriers to entry by new investment management firms. The Company's funds and separately managed accounts compete against an ever increasing number of investment products sold to the public by investment dealers, banks, insurance companies and others that sell tax-free or tax advantaged investments, taxable income funds, equity funds and other investment products. Many institutions competing with the Company have greater resources than the Company. The Company competes with other providers of investment products on the basis of the products offered, the investment performance of such products, quality of service, fees charged, the level and type of financial intermediary compensation, the manner in which such products are marketed and distributed and the services provided to investors.
ITEM 1. BUSINESS (CONTINUED) The Company derives almost all of its revenue from investment adviser and administration fees and distribution income received from the Eaton Vance funds, other pooled investment vehicles and separately managed accounts. As a result, the Company is dependent upon management contracts, administration contracts, underwriting contracts or service contracts under which these fees and income are paid. If any of these contracts are not renewed or are amended to reduce fees, the Company's financial results may be adversely affected.
The major sources of revenue for the Company (i.e., investment adviser, administration, distribution and service fees) are calculated as percentages of assets under management. A decline in securities prices or an increase in fund redemptions generally would reduce fee income. Also, financial market declines or adverse changes in interest rates would generally negatively impact the level of the Company's assets under management and consequently its revenue and net income. If, as a result of inflation, expenses rise and assets under management decline, lower fee income and higher expenses would generally reduce or eliminate profits. If expenses rise and/or assets rise, bringing increased fees to offset the increased expenses, profits may not be affected by inflation. There is no predictable relationship between changes in financial assets under management and the rate of inflation. A recession could also adversely impact the Company's revenues if it led to a decreased demand for products, a higher redemption rate, or a decline in securities prices. Like other businesses, the Company's actual results could be affected by the loss of key managerial personnel through competition or retirement.
REGULATION
EVM, BMR, Atlanta Capital and Fox Asset Management are each registered with the SEC under the Advisers Act. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping requirements, operational requirements and disclosure obligations. Most Eaton Vance Funds are registered with the SEC under the Investment Company Act of 1940, as amended. Except for privately-offered Funds exempt from registration, each U.S. Fund is also required to make notice filings with all states where it is offered for sale. Virtually all aspects of the Company's investment management business are subject to various federal and state laws and regulations. These laws and regulations are primarily intended to benefit shareholders of the Funds and investment counseling clients and generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict the Company from carrying on its investment management business in the event that it fails to comply with such laws and regulations. In such event, the possible sanctions which may be imposed include the suspension of individual employees, limitations on EVM, BMR, Atlanta Capital or Fox Asset Management engaging in the investment management business for specified periods of time, the revocation of any such Company's registration as an investment adviser and other censures or fines.
EVD is registered as a broker/dealer under the Securities Exchange Act of 1934 and is subject to regulation by the SEC, the National Association of Securities Dealers, Inc. ("NASD") and other federal and state agencies. EVD is subject to the SEC's net capital rule designed to enforce minimum standards regarding the general financial condition and liquidity of a broker/dealer. Under certain circumstances, this rule limits the ability of the Company to make withdrawals of capital and receive dividends from EVD. EVD's regulatory net capital has consistently exceeded such minimum net capital requirements in fiscal 2001. The securities industry is one of the most highly regulated in the United States, and failure to comply with related laws and regulations can result in the revocation of broker/dealer licenses, the imposition of censures or fines and the suspension or expulsion from the securities business of a firm, its officers or employees.
The Company's officers, directors and employees may from time to time own securities that are held by one or more of the Funds. The Company's internal policies with respect to individual investments by investment professionals require prior clearance of most types of transactions and reporting of all securities transactions, and restrict certain transactions to avoid the possibility of conflicts of interest.
ITEM 1. BUSINESS (CONTINUED)
EMPLOYEES
On October 31, 2001, the Company and its subsidiaries had 562 full-time employees. On October 31, 2000, the comparable figure was 438.
ITEM 2.
ITEM 2. PROPERTIES
In November of 2000, Northeast Properties, LLC, a wholly-owned subsidiary of the Company, sold its last remaining property. For information with respect to this property, reference is made to Note 6 of the Notes to Consolidated Financial Statements contained in the Eaton Vance Corp. 2001 Annual Report to Shareholders (Exhibit 13.1 hereto), both of which are incorporated herein by reference.
The Company conducts its principal operations through leased offices located in Boston, Massachusetts, Atlanta, Georgia and Little Silver, New Jersey. Management believes that the Company's facilities are adequate to serve its currently anticipated business needs.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On October 15, 2001, a consolidated complaint was filed in the United States District Court for the District of Massachusetts against Eaton Vance Classic Senior Floating-Rate Fund, Eaton Vance Prime Rate Reserves, Eaton Vance Institutional Senior Floating-Rate Fund, Eaton Vance Advisers Senior Floating-Rate Fund (collectively, the "Funds"), their trustees and certain officers of the Funds; EVM, the Funds' administrator; BMR, the Funds' investment adviser; and the Company, the parent of EVM and BMR. The complaint, framed as a class action, alleges that for the period between May 25, 1998 and March 5, 2001, the Funds' assets were incorrectly valued and certain matters were not properly disclosed, in violation of the federal securities laws. The complaint seeks unspecified damages. The Company and the other named defendants believe that the complaint is without merit and are vigorously contesting the lawsuit.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote in the fourth quarter of fiscal 2001.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Voting Common Stock, $0.0078125 par value, is not publicly traded and is held by 11 Voting Trustees pursuant to the Voting Trust described in paragraph (A) of Item 12 hereof, which paragraph (A) is incorporated herein by reference.
The Company's Non-Voting Common Stock, $0.0078125 par value, is traded on the New York Stock Exchange under the symbol EV. The approximate number of holders of record of the Company's Non-Voting Common Stock at October 31, 2001 was approximately 970. The additional information required to be disclosed in Item 5 is found on page 10 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto), under the caption "Price and Dividend Information" and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data appearing under the caption "Five Year Financial Summary" on page 17 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto), is incorporated by reference. A reference is also made to the discussion of the significant accounting change on page 8 of Item 1 of this document.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of financial condition and results of operations appearing on pages 18 through 25 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto), is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk appearing under the caption of "Market Risk" within Management's Discussion and Analysis of financial condition and results of operations appearing on page 25 through 26 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto), is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements and related notes thereto and the independent auditors' report appearing on pages 27 through 50 of the Company's 2001 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto), are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and positions of each of the Company's directors and executive officers at January 16, 2002:
NAME AGE POSITION -----------------------------------------------------------------------------
James B. Hawkes 60 Chairman of the Board, President and Chief Executive Officer John G.L. Cabot 67 Director Leo I. Higdon, Jr. 55 Director John M. Nelson 69 Director Vincent M. O'Reilly 63 Director Ralph Z. Sorenson 68 Director Thomas E. Faust Jr. 43 Director, Executive Vice President and Chief Investment Officer Jeffrey P. Beale 45 Vice President and Chief Administrative Officer Alan R. Dynner 61 Vice President, Secretary and Chief Legal Officer Laurie G. Hylton 35 Vice President and Chief Accounting Officer William M. Steul 59 Vice President, Treasurer and Chief Financial Officer Wharton P. Whitaker 57 Vice President and Chief Sales and Marketing Officer
Eaton Vance Corp. was founded as a holding company by Eaton & Howard, Vance Sanders, Inc. in February 1981. Eaton & Howard, Vance Sanders, Inc. (renamed Eaton Vance Management, Inc. in June 1984 and reorganized as Eaton Vance Management in October 1990) was formed at the time of the acquisition of Eaton & Howard, Incorporated by Vance, Sanders & Company, Inc. on May 1, 1979. In this Item 10, the absence of a corporate name indicates that, depending on the dates involved, the executive held the indicated titles in a firm in the chain of Vance, Sanders & Company, Inc., Eaton & Howard, Vance Sanders Inc., or Eaton Vance Corp. In general, the following officers hold their positions for a period of one year or until their successors are duly chosen or elected.
Mr. Hawkes was elected President and Chief Executive Officer in October 1996 and Chairman of the Board in October 1997. He was Executive Vice President of the Company from January 1990 to October 1996 and a Vice President of the Company from June 1975 to January 1990. He has been a Director since January 1982. Mr. Hawkes serves as Chairman of the Executive Committee and as a member of the Nominating and Governance Committees established by the Company's Board of Directors. He is also Chairman of the Company's Management Committee. Mr. Hawkes is an officer, trustee or director of all the registered investment companies for which Eaton Vance Management or Boston Management and Research acts as investment adviser.
Mr. Cabot has served as a Director of the Company since March 1989. He is Chairman of the Nominating Committee and serves as a member of the Audit and Governance Committees established by the Company's Board of Directors. Mr. Cabot is also a Director of Cabot Corporation and Cabot Oil and Gas Corporation.
Mr. Higdon has served as a Director of the Company since January 2000. He serves as a member of the Compensation, Option, and Governance Committees established by the Company's Board of Directors. Mr. Higdon has served as the President of the College of Charleston since September of 2001. Prior to joining the College of Charleston, he served as the President of Babson College and as Dean of Business Administration at the Darden Graduate School of Business Administration at the University of Virginia. Mr. Higdon is also a Director of Crompton Corporation and Newmont Mining.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
Mr. Nelson has served as a Director of the Company since January 1998. He is Chairman of the Governance Committee and serves as a member of the Compensation, Option and Nominating Committees established by the Company's Board of Directors. Mr. Nelson is Chairman of Commonwealth National Bank and BNS Corporation.
Mr. O'Reilly has served as a Director of the Company since April 1998. He is Chairman of the Audit Committee and serves as a member of the Executive, Nominating and Governance Committees established by the Company's Board of Directors. Mr. O'Reilly serves as a faculty member at the Carroll Graduate School of Management at Boston College. He was formerly a partner of Coopers and Lybrand. Mr. O'Reilly serves as a Director of the Neiman Marcus Group and Teradyne, Inc.
Mr. Sorenson has served as a Director of the Company since March 1989. He is Chairman of both the Compensation and Option Committees and serves as a member of the Audit and Governance Committees established by the Company's Board of Directors. Mr. Sorenson also serves as a Director of Houghton Mifflin Company, Polaroid Corporation, Northern Trust Bank of Colorado, Exabyte Corp. and Whole Foods Market.
Mr. Faust was elected a Director of the Company and Chief Investment Officer in January 2002 and has been the Executive Vice President since January 2000. He served as head of the Company's equity investment group from February 1995 to October 2001 and was a Vice President of the Company from December 1987 to January 2000. Mr. Faust serves as a member of the Executive and Governance Committees established by the Company's Board of Directors and as a member of the Company's Management Committee.
Mr. Beale has been a Vice President of the Company since June 1998 and the Chief Administrative Officer of the Company since November 1999. Prior to joining the Company, he was a Senior Vice President of Putnam Investments from December 1997 to June 1998. Mr. Beale was a Vice President of the Company from May 1992 to December 1997. Mr. Beale is a member of the Company's Management Committee.
Mr. Dynner has been Vice President and Chief Legal Officer of the Company since November 1996 and Secretary of the Company since January 2000. Prior to joining the Company, Mr. Dynner was a senior partner with the law firm of Kirkpatrick & Lockhart LLP in its New York and Washington, D.C. offices. Mr. Dynner is a member of the Company's Management Committee. He is an officer of all the registered investment companies for which Eaton Vance Management or Boston Management and Research acts as investment adviser.
Ms. Hylton has been a Vice President of the Company since June 1994 and Chief Accounting Officer since October 1997. She was the Internal Auditor of the Company from June 1994 to October 1997.
Mr. Steul has been Vice President, Treasurer and Chief Financial Officer of the Company since December 1994. Mr. Steul is a member of the Company's Management Committee.
Mr. Whitaker has been Vice President and Chief Sales and Marketing Officer of the Company since January 2002, and has been the President, Eaton Vance Distributors, Inc., since November 1991. He was Executive Vice President and National Sales Director of Eaton Vance Distributors, Inc., from June 1987 to October 1991. Mr. Whitaker is a member of the Company's Management Committee.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and Directors and persons who own more than ten percent of a registered class of the Company's equity securities to file forms reporting their affiliation with the Company and reports of ownership and changes in ownership of the Company's equity securities with the Securities and Exchange Commission and the New York Stock Exchange. These persons and entities are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the best of Company's knowledge, based solely on a review of the copies of such reports furnished to the Company, during fiscal 2001 all Section 16(a) filing requirements applicable to such individuals were complied with for fiscal 2001 except for a report covering one transaction filed late by Ralph Z. Sorenson.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
(A) SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the compensation for each of the last three fiscal years of the Chief Executive Officer of the Company and the four other most highly compensated executive officers of the Company (hereafter referred to in this document as the "named executive officers").
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
(B) OPTION GRANTS IN LAST FISCAL YEAR
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
(C) AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table summarizes stock options exercised during 2001 and stock options held as of October 31, 2001 by the named executive officers.
(D) COMPENSATION OF DIRECTORS
Directors not otherwise employed by the Company receive a retainer of $5,000 per quarter and $1,000 per meeting. During the fiscal year ended October 31, 2001, Leo Higdon and John M. Nelson, Jr. each received $25,000; John G.L. Cabot, Vincent M. O'Reilly and Ralph Z. Sorenson received $28,000, $26,000, and $29,000, respectively. In addition, each Director was granted options for 3,686 shares.
(E) COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) COMMON STOCK
All outstanding shares of the Company's Voting Common Stock, $0.0078125 par value (which is the only class of the Company's stock having voting rights) are deposited in a Voting Trust, of which the Voting Trustees were (as of December 31, 2001), James B. Hawkes, Thomas E. Faust Jr., Alan R. Dynner, William M. Steul, Wharton P. Whitaker, Thomas J. Fetter, Duncan W. Richardson, Jeffery P. Beale, Scott H. Page, Payson F. Swaffield, and Michael W. Weilheimer. The Voting Trust was renewed for an additional three-year term until October 30, 2003. The Voting Trustees have unrestricted voting rights to elect the Company's directors. At December 31, 2001, the Company had outstanding 154,880 shares of Voting Common Stock. Inasmuch as the eleven Voting Trustees of the Voting Trust have unrestricted voting rights with respect to the Voting Common Stock (except that the Voting Trust Agreement provides that the Voting Trustees shall not vote such Stock in favor of the sale, mortgage or pledge of all or substantially all of the Company's assets or for any change in the capital structure or powers of the Company or in connection with a merger, consolidation, reorganization or dissolution of the Company or the termination of the Voting Trust or the addition of a Voting Trustee or of the removal of a Voting Trustee by the other Voting Trustees or the renewal of the term of the Voting Trust without the written consent of the holders of Voting Trust Receipts representing at least a majority of such Stock subject at the time to the Voting Trust Agreement), they may be deemed to be the beneficial owners of all of the Company's outstanding Voting Common Stock by virtue of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934. The Voting Trust Agreement provides that the Voting Trustees shall act by a majority if there are six or more Voting Trustees; otherwise they shall act unanimously except as otherwise provided in the Voting Trust Agreement. The address of the Voting Trustees is 255 State Street, Boston, Massachusetts 02109.
The following table sets forth the beneficial owners at December 31, 2001, of the Voting Trust Receipts issued under said Voting Trust Agreement, which Receipts cover the aggregate of 154,880 shares of the Voting Common Stock then outstanding:
NUMBER OF SHARES OF VOTING COMMON STOCK TITLE OF CLASS NAME COVERED BY RECEIPTS % OF CLASS - -------------------------------------------------------------------------------- Voting Common Stock James B. Hawkes 37,120 24% Voting Common Stock Thomas E. Faust Jr. 27,906 18% Voting Common Stock Alan R. Dynner 18,558 12% Voting Common Stock William M. Steul 18,558 12% Voting Common Stock Wharton P. Whitaker 18,558 12% Voting Common Stock Thomas J. Fetter 7,746 5% Voting Common Stock Duncan W. Richardson 7,746 5% Voting Common Stock Jeffrey P. Beale 4,672 3% Voting Common Stock Scott H. Page 4,672 3% Voting Common Stock Payson F. Swaffield 4,672 3% Voting Common Stock Michael W. Weilheimer 4,672 3%
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONTINUED)
Messrs. Hawkes and Faust are officers and Directors of the Company and Voting Trustees of the Voting Trust; Messrs. Beale, Dynner, Steul and Whitaker are all officers of the Company and Voting Trustees of the Voting Trust; Messrs. Fetter, Richardson, Page, Swaffield and Weilheimer are officers of Eaton Vance Management and Voting Trustees of the Voting Trust. No transfer of any kind of the Voting Trust Receipts issued under the Voting Trust may be made at any time unless they have first been offered to the Company at book value. In the event of the death or termination of employment with the Company or a subsidiary of a holder of the Voting Trust Receipts, the shares represented by such Voting Trust Receipts must be offered to the Company at book value. Similar restrictions exist with respect to the Voting Common Stock, all shares of which are deposited and held of record in the Voting Trust.
(B) NON-VOTING COMMON STOCK
The Articles of Incorporation of the Company provide that its Non-Voting Common Stock, $0.0078125 par value, shall have no voting rights under any circumstances whatsoever. As of December 31, 2001, the officers and Directors of the Company, as a group, beneficially owned 5,541,709 shares of such Non-Voting Common Stock (including, as noted, unexercised options to purchase such stock and any shares held in the trust of the Stock Option Income Deferral Plan) or 7.86 percent of the 69,544,076 shares then outstanding plus 937,883 shares subject to options exercisable within 60 days based solely upon information furnished by the officers and Directors.
The following table sets forth the beneficial ownership of the Company's Non-Voting Common Stock (including, as noted unexercised options to purchase such stock by (i) each person known by the Company to own beneficially more than 5 percent of the outstanding shares of Non-Voting Common Stock, (ii) each Director of the Company, and (iii) each of the named executive officers of the Company (as defined in Item 11, "Executive Compensation") as of December 31, 2001 (such investment power being sole unless otherwise indicated):
AMOUNT OF BENEFICIAL PERCENTAGE TITLE OF CLASS BENEFICIAL OWNERS OWNERSHIP (A) OF CLASS (B) - -------------------------------------------------------------------------------- Non-Voting Common Stock Landon T. Clay 10,940,988 (d) 15.73 Non-Voting Common Stock James B. Hawkes 2,952,134 (c) (e) (g) 4.21 Non-Voting Common Stock Thomas E. Faust Jr. 909,514 (c) (g) 1.30 Non-Voting Common Stock Wharton P. Whitaker 703,692 (c) (g) 1.01 Non-Voting Common Stock William M. Steul 298,727 (c) (g) 0.43 Non-Voting Common Stock Alan R. Dynner 234,363 (c) 0.34 Non-Voting Common Stock John G.L. Cabot 220,223 (c) (f) 0.32 Non-Voting Common Stock Ralph Z. Sorenson 82,255 (c) 0.12 Non-Voting Common Stock John M. Nelson 21,735 (c) 0.03 Non-Voting Common Stock Vincent M. O'Reilly 9,594 (c) 0.01 Non-Voting Common Stock Leo I. Higdon 4,339 (c) 0.01
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONTINUED)
(a) Based solely upon information furnished by the individuals.
(b) Based on 69,544,076 outstanding shares plus options exercisable within 60 days of 498,011 for Mr. Hawkes, 180,147 for Mr. Faust, 64,935 for Mr. Dynner, 54,435 for Mr. Whitaker, 32,835 for Mr. Steul, 13,735 for Mr. Nelson, 9,863 for Mr. Cabot, 9,863 for Mr. Sorenson, 8,376 for Mr. O'Reilly, and 2,339 for Mr. Higdon.
(c) Includes shares subject to options exercisable within 60 days granted to, but not exercised by, each named executive officer above.
(d) Includes 20,000 shares held by Mr. Clay's children, 8,360 shares held in the trust of a profit sharing retirement plan for employees of Flowers Antigua, of which the sole beneficiary is the spouse of Mr. Clay and 50,840 shares held in trust of a profit sharing retirement plan for employees of LTC Corp., 60 percent owned by Mr. Clay.
(e) Includes 93,160 shares owned by Mr. Hawkes' spouse and 60,682 shares held by Mr. Hawkes' daughter.
(f) Includes 32,000 shares held in a family limited partnership.
(g) Includes shares held in the trust of the Stock Option Income Deferral Plan of 474,611 for Mr. Hawkes, 63,833 for Mr. Faust, 40,396 for Mr. Steul, and 30,506 for Mr. Whitaker.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(C) INDEBTEDNESS OF MANAGEMENT
In 1998, the Company increased to $10,000,000 the amount in the Executive Loan Program, which is available for loans to key employees for the purpose of financing the exercise of stock options for shares of the Company's Non-Voting Common Stock. Such loans are written for a seven-year period, at varying fixed interest rates, and notes evidencing them require repayment in annual installments commencing with the third year in which the loan is outstanding. Loans outstanding under this program amounted to $2,641,074 at October 31, 2001.
The following table sets forth the executive officers and Directors of the Company who were indebted to the Company under the foregoing loan programs at any time since November 1, 2000, in an aggregate amount in excess of $60,000:
RATE OF INTEREST LARGEST AMOUNT OF LOANS CHARGED ON LOANS OUTSTANDING OUTSTANDING AS LOANS AS OF SINCE 11/1/2000 OF 12/31/2001 12/31/2001 - -------------------------------------------------------------------------------- James B. Hawkes $ 559,695 $ 413,852 4.83% - 7.61% (1) Alan Dynner $ 399,940 $ 399,940 4.96% Jeffrey P. Beale $ 86,016 $ 86,016 4.30%
(1) 7.61% interest payable on $23,100 principal amount, 6.77% interest payable on $80,000 principal amount, 4.83% interest payable on $194,220 principal amount, 6.47% interest payable on $58,266 principal amount, and 6.32% interest payable on $58,266 principal amount.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) The following consolidated financial statements of Eaton Vance Corp. and independent auditors' report, included on pages 27 through 50 of the Annual Report, are incorporated by reference as a part of this Form 10-K:
SEPARATE DOCUMENT EATON VANCE CORP. 2001 ANNUAL REPORT TO SHAREHOLDERS PAGE NUMBER - --------------------------------------------------------------------------------
Consolidated Statements of Income for each of the three years in the period ended October 31, 2001 27
Consolidated Balance Sheets as of October 31, 2001 and 2000 28-29
Consolidated Statements of Shareholders' Equity and Comprehensive Income for each of the three years in the period ended October 31, 2001 30-31
Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2001 32
Notes to Consolidated Financial Statements 33-49
Independent Auditors' Report 50
All other schedules have been omitted because they are not required, are not applicable or the information is otherwise shown in the consolidated financial statements or notes thereto.
(2) The list of exhibits required by Item 601 of Regulation S-K is set forth in the Exhibit Index on pages 24 through 27 and is incorporated herein by reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (CONTINUED)
(B) REPORTS ON FORM 8-K
The Company filed a Form 8-K with the SEC on July 26, 2001 regarding the agreement to acquire 80 percent of Fox Asset Management LLC.
The Company filed a Form 8-K with the SEC on August 2, 2001 regarding the agreement to acquire 70 percent of Atlanta Capital Management Company, LLC.
The Company filed a Form 8-K with the SEC on August 6, 2001 and August 7, 2001 regarding the issuance of Eaton Vance Management's zero-coupon exchangeable senior notes due in 2031.
The Company filed a Form 8-K with the SEC on October 2, 2001 regarding the closing of the acquisitions of Atlanta Capital Management Company, LLC and Fox Asset Management LLC.
The Company filed a Form 8-K/A with the SEC on October 19, 2001 regarding the closing of the acquisitions of Atlanta Capital Management Company, LLC and Fox Asset Management LLC and their related unit purchase agreements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Eaton Vance Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EATON VANCE CORP.
/s/ James B. Hawkes James B. Hawkes Chairman, Director and Principal Executive Officer
January 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Eaton Vance Corp. and in the capacities and on the dates indicated:
/s/ James B. Hawkes Chairman, Director and January 29, 2002 James B. Hawkes Principal Executive Officer
/s/ William M. Steul Chief Financial Officer January 29, 2002 William M. Steul
/s/ Laurie G. Hylton Chief Accounting Officer January 29, 2002 Laurie G. Hylton
/s/ John G.L. Cabot Director January 29, 2002 John G.L. Cabot
/s/ Thomas E. Faust Jr. Director January 29, 2002 Thomas E. Faust Jr.
/s/ Leo I. Higdon Director January 29, 2002 Leo I. Higdon
/s/ John M. Nelson Director January 29, 2002 John M. Nelson
/s/ Vincent M. O'Reilly Director January 29, 2002 Vincent M. O'Reilly
/s/ Ralph Z. Sorenson Director January 29, 2002 Ralph Z. Sorenson
EXHIBIT INDEX
Each Exhibit is listed in this index according to the number assigned to it in the exhibit table set forth in Item 601 of Regulation S-K. The following Exhibits are filed as a part of this Report or incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934:
EXHIBIT NO. DESCRIPTION
2.1 Copy of the Unit Purchase Agreement, dated as of July 25, 2001, among Eaton Vance Acquisitions, a Massachusetts Business Trust, and Fox Asset Management, Inc., a New Jersey corporation, and Messrs. J. Peter Skirkanich, James P. O'Mealia, George C. Pierdes, John R. Sampson and Phillip R. Sloan has been filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
2.2 Copy of Amendment No. 1 of the Unit Purchase Agreement, dated as of July 25, 2001, among Eaton Vance Acquisitions, a Massachusetts Business Trust, Saucon I, Inc., a New Jersey corporation formerly named Fox Asset Management, Inc., Saucon III, a Delaware limited liability company, Saucon IV, a Delaware limited liability company, and Messrs. J. Peter Skirkanich, James P. O'Mealia, George C. Pierdes, John R. Sampson and Phillip R. Sloan has been filed as Exhibit 2.2 to the Form 8-K A filed on October 19, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
2.3 Copy of the Unit Purchase Agreement, dated as of August 2, 2001, among Eaton Vance Acquisitions, a Massachusetts Business Trust, Atlanta Capital Management Company LLC, and each of Daniel W. Boone III, Gregory L. Coleman, Jerry D. Devore, William Hackney, III, Marilyn Robinson Irvin, Dallas L. Lundy, Walter F. Reames, Jr. and Christopher A. Reynolds has been filed as Exhibit 2.3 to the Form 8-K A filed on October 19, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
3.1 The Company's Amended Articles of Incorporation are filed as Exhibit 3.1 to the Company's registration statement on Form 8-B dated February 4, 1981, filed pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 (S.E.C. File No. 1-8100) and are incorporated herein by reference.
3.2 The Company's By-Laws are filed as Exhibit 3.2 to the Company's registration statement of Form 8-B dated February 4, 1981, filed pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 (S.E.C. File No. 1-8100) and are incorporated herein by reference.
3.3 Copy of the Company's Articles of Amendment effective at the close of business on November 22, 1983, has been filed as Exhibit 3.3 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1983, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
3.4 Copy of the Company's Articles of Amendment effective at the close of business on February 25, 1986 has been filed as Exhibit 3.4 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1986, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
EXHIBIT NO. DESCRIPTION
3.5 Copy of the Company's Articles of Amendment effective at the close of business on July 7, 1998 has been filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1998, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
3.6 Copy of the Company's Articles of Amendment effective at the close of business on October 11, 2000 has been filed as Exhibit 3.6 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
4.1 The rights of the holders of the Company's Common Stock, par value $0.0078125 per share, and Non-Voting Common Stock, par value $0.0078125 per share, are described in the Company's Amended Articles of Incorporation (particularly Articles Sixth, Seventh and Ninth thereof) and the Company's By-Laws (particularly Article II thereof). See Exhibits 3.1 through 3.6 above as incorporated herein by reference.
4.2 Copy of the Indenture between Eaton Vance Management and The Chase Manhattan Bank, as Trustee, dated as of August 13, 2001 has been filed as Exhibit 4.1 to the Form S-3 filed on November 9, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
9.1 Copy of the Voting Trust Agreement made as of October 30, 1997 has been filed as Exhibit 9.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1997, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.1 Copy of 1995 Executive Loan Program relating to financing or refinancing the exercise of options by key directors, officers, and employees adopted by the Company's Directors on October 12, 1995, has been filed as Exhibit 10.2 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1995, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.2 Copy of the Eaton Vance Corp. Supplemental Profit Sharing Plan adopted by the Company's Directors on October 9, 1996, has been filed as Exhibit 10.12 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1996, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.3 Copy of 1992 Stock Option Plan - Restatement No. 1 as adopted by the Eaton Vance Corp. Board of Directors on April 9, 1997, has been filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1997, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.4 Copy of 1992 Incentive Plan - Stock Alternative - Restatement No. 2 as adopted by the Eaton Vance Corp. Board of Directors on April 9, 1997, has been filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1997, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.5 Copy of 1992 Stock Option Plan - Restatement No. 2 as adopted by the Eaton Vance Corp. Board of Directors on October 30, 1997 has been filed as Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1997, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
EXHIBIT NO. DESCRIPTION
10.6 Copy of 1995 Stock Option Plan - Restatement No. 2 as adopted by the Eaton Vance Corp. Board of Directors on October 30, 1997 has been filed as Exhibit 10.16 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1997, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.7 Copy of 1992 Incentive Plan - Stock Alternative - Restatement No. 3 as adopted by the Eaton Vance Corp. Board of Directors on July 7, 1998, has been filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1998, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.8 Copy of 1986 Employee Stock Purchase Plan - Restatement No. 7 adopted by the Eaton Vance Corp. Board of Directors on July 9, 1998, has been filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 1998, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.9 Copy of 1998 Stock Option Plan as adopted by the Eaton Vance Corp. Board of Directors on July 9, 1998 has been filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 1998 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.10 Copy of Eaton Vance Corp. Executive Performance-Based Compensation Plan as adopted by the Eaton Vance Corp. Board of Directors on July 9, 1998 has been filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 1998 (S.E.C. File No. 1-8100), and is incorporated herein by reference.
10.11 Copy of 1998 Executive Loan Program relating to financing or refinancing the exercise of options by key directors, officers, and employees adopted by the Eaton Vance Corp. Directors on October 15, 1998 has been filed as Exhibit 10.21 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1999 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.12 Copy of 1999 Restricted Stock Plan as adopted by the Eaton Vance Corp. Board of Directors on October 13, 1999 has been filed as Exhibit 10.21 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 1999 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.13 Copy of 1998 Stock Option Plan - Restatement No.1 as adopted by the Eaton Vance Corp. Board of Directors on October 11, 2000 has been filed as Exhibit 10.13 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.14 Copy of 1986 Employee Stock Purchase Plan - Restatement No.8 as adopted by the Eaton Vance Corp. Board of Directors on October 11, 2000 has been filed as Exhibit 10.14 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.15 Copy of 1992 Incentive Plan - Stock Alternative - Restatement No.4 as adopted by the Eaton Vance Corp. Board of Directors on October 11, 2000 has been filed as Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
EXHIBIT NO. DESCRIPTION
10.16 Copy of Amendment No. 1 to the Eaton Vance Corp. Executive Performance-Based Compensation Plan as adopted by the Eaton Vance Corp. Board of Directors on October 11, 2000 has been filed as Exhibit 10.16 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.17 Copy of the restated Eaton Vance Corp. Supplemental Profit Sharing Plan as adopted by the Eaton Vance Corp. Board of Directors on October 11, 2000 has been filed as Exhibit 10.17 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.18 Copy of 1998 Stock Option Plan - Restatement No. 2 as adopted by the Eaton Vance Corp. Board of Directors on November 1, 2000 has been filed as Exhibit 10.18 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.19 Copy of Stock Option Income Deferral Plan as adopted by the Eaton Vance Corp. Board of Directors on April 18, 2001 has been filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended April 30, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.20 Copy of 1986 Employee Stock Purchase Plan - Restatement No. 9 as adopted by the Eaton Vance Corp. Board of Directors on July 11, 2001 has been filed as Exhibit 10.19 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.21 Copy of 1992 Incentive Plan - Stock Alternative - Restatement No. 5 as adopted by the Eaton Vance Corp. Board of Directors on July 11, 2001 has been filed as Exhibit 10.19 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
10.22 Copy of 1998 Stock Option Plan - Restatement No. 3 as adopted by the Eaton Vance Corp. Board of Directors on December 12, 2001 (S.E.C. File No. 1-8100) (filed herewith).
10.23 Copy of the Credit Agreement, dated December 21, 2001, between Eaton Vance Management as borrower, Citicorp USA, Inc. as syndication agent and JP Morgan Chase Bank, as administrative agent (S.E.C. File No. 1-8100) (filed herewith).
13.1 Copy of the Company's Annual Report to Shareholders for the fiscal year ended October 31, 2001 (furnished herewith - such Annual Report, except for those portions thereof which are expressly incorporated by reference in this report on Form 10-K, is furnished solely for the information of the Securities and Exchange Commission and is not to be deemed "filed" as a part of this report on Form 10-K).
21.1 List of the Company's Subsidiaries as of October 31, 2001 (filed herewith).
23.1 Independent Auditors' Consent (filed herewith).
99.2 List of Eaton Vance Corp. Open Registration Statements (filed herewith).