UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the fiscal year ended October 31, 2006 |
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OR |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the transition period from _______ |
to _______ |
Commission file number 1-8100
EATON VANCE CORP.
(Exact name of Registrant as specified in its charter)
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Maryland |
04-2718215 |
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(State of Incorporation) |
(I.R.S. Employer Identification No.) |
255 State Street, Boston, Massachusetts 02109
(Address of principal executive offices) (Zip Code)
(617) 482-8260
( Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Non-Voting Common Stock ($0.00390625 par value per share) |
New York Stock Exchange |
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(Title of each class) |
(Name of each exchange on |
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which registered) |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer: in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated Filer o Non-accelerated filer [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No x
Aggregate market value of Non-Voting Common Stock held by non-affiliates of the Registrant, based on the closing price of $38.22 on April 30, 2007 on the New York Stock Exchange was $4,515,618,428. Calculation of holdings by non-affiliates is based upon the assumption, for these purposes only, that executive officers, directors, and persons holding 5 percent or more of the registrant’s Non-Voting Common Stock are affiliates.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the close of the latest practicable date.
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Class: |
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Outstanding at July 31, 2007 |
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Non-Voting Common Stock, $0.00390625 par value |
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123,223,109 |
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Common Stock, $0.00390625 par value |
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371,386 |
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2006 as filed with the Securities and Exchange Commission on January 12, 2007, to amend and restate the Exhibit Index in order to (i) include Exhibits 3.2 and 3.7, which were previously filed with the Commission but inadvertently omitted, (ii) correct the descriptions of Exhibits 3.8, 3.9, 4.1 and 10.10, and (iii) include and attach Exhibits 3.3, 3.6, 9.2, 9.3 and 9.4, which were inadvertently omitted.
This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K. Further, this Form 10-K/A does not modify or update the disclosures in the original Form 10-K in any way other than as required to reflect the amendments set forth below.
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Item 15. |
Exhibits and Financial Statement Schedules |
(A) Exhibits and Financial Statement Schedules
The consolidated financial statements of Eaton Vance Corp. and Report of Independent Registered Public Accounting Firm are included under Item 8 of the Annual Report on Form 10-K. No financial statement schedules are required.
The list of exhibits required by Item 601 of Regulation S-K is set forth in the Exhibit Index below and is incorporated herein by reference.
(B) Reports on Form 8-K
The Company filed a Form 8-K on August 18, 2006, regarding the Company’s press release announcing completion of the redemption of its Liquid Yield Option Notes due in 2031.
The Company filed a Form 8-K with the SEC on August 23, 2006, regarding the Company’s press release concerning its results of operations for the quarter ended July 31, 2006.
The Company filed an 8-K on October 12, 2006 regarding the Company’s press release concerning its assets under management.
The Company filed a Form 8-K on October 30, 2006 regarding its adoption and approval of amendments to the 1998 Stock Option Plan and to the 1986 Employee Stock Purchase Plan.
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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 Amendment No. 1 to the Report to be signed on its behalf by the undersigned, thereunto duly authorized.
EATON VANCE CORP.
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By: |
/s/ James B. Hawkes |
James B. Hawkes
Chairman, Director & Chief Executive Officer
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Date: |
September 24, 2007 |
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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 Amendment No. 1 to the Report or incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934:
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EXHIBIT NO.
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DESCRIPTION
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2.1 |
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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. |
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2.2 |
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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. |
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2.3 |
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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. |
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2.4 |
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Copy of the Stock Purchase Agreement, dated as of June 4, 2003, among Eaton Vance Acquisitions, a Massachusetts Business Trust, and PPA Acquisition, LLC, a Delaware limited liability company, PPA Acquisition Corp., a Delaware corporation doing business under the name of “Parametric Portfolio Associates” and Brian Langstraat and David Stein has been filed as Exhibit 2.4 to the Annual Report on Form 10-K for the fiscal year ended October 31, 2003, (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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2.5 |
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Copy of The First Amendment to the Stock Purchase Agreement, dated as of September 10, 2003, among Eaton Vance Acquisitions, a Massachusetts Business Trust, and PPA Acquisition, LLC, a Delaware limited liability company, PPA Acquisition Corp., a Delaware corporation doing business under the name of “Parametric Portfolio Associates” and Brian Langstraat and David Stein has been filed as Exhibit 2.5 to the Annual Report on Form 10-K for the fiscal year ended October 31, 2003, (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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2.6 |
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Copy of the Second Amendment to the Stock Purchase Agreement, dated as of September 10, 2003, among Eaton Vance Acquisitions, a Massachusetts Business Trust, and PPA Acquisition, LLC, a Delaware limited liability company, PPA Acquisition Corp., a Delaware corporation doing business under the name of “Parametric Portfolio Associates” and Brian Langstraat and David Stein has been filed as Exhibit 2.6 to the Annual Report on Form 10-K for the fiscal year ended October 31, 2003, (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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3.1 |
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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. |
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3.2 |
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The Company’s By-Laws, as amended, are filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed January 18, 2006 (S.E.C. File No. 1-8100) and are incorporated herein by reference. |
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3.3 |
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Copy of the Company’s Articles of Amendment effective at the close of business on April 18, 1983. |
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3.4 |
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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. |
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3.5 |
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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. |
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3.6 |
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Copy of the Company’s Article of Amendment effective at the close of business on November 11, 1992. |
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3.7 |
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Copy of the Company’s Articles of Amendment effective at the close of business on May 15, 1997 has been filed as Exhibit 3.1 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. |
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3.8 |
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Copy of the Company’s Articles of Amendment effective at the close of business on August 14, 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. |
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3.9 |
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Copy of the Company’s Articles of Amendment effective at the close of business on November 13, 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. |
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3.10 |
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Copy of the Company’s Articles of Amendment effective at the close of business on January 14, 2005 has been filed as Exhibit 3.7 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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9.2 |
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Copy of the resolutions of the Company’s Board of Directors amending the Voting Trust Agreement, dated October 11, 2000. |
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9.3 |
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Copy of the resolutions of the Company’s Board of Directors amending the Voting Trust Agreement, dated October 1, 2003. |
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9.4 |
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Copy of the resolutions of the Company’s Board of Directors amending the Voting Trust Agreement, dated October 10, 2006. |
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10.1 |
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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. |
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10.5 |
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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. |
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10.6 |
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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. |
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10.14 |
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Copy of the Credit Agreement, dated December 21, 2004, between Eaton Vance Corp. as borrower and JP Morgan Chase Bank, as administrative agent has been filed as Exhibit 99.1 to the Current Report on Form 8-K of the Company on December 23, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.15 |
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Copy of 1998 Stock Option Plan — Restatement No. 5 as adopted by the Eaton Vance Corp. Board of Directors on December 15, 2004 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, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.16 |
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Copy of 1986 Employee Stock Purchase Plan — Restatement No. 10 as adopted by the Eaton Vance Corp. Board of Directors on December 15, 2004 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, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.17 |
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Copy of 1992 Incentive Plan — Stock Alternative — Restatement No. 6 as adopted by the Eaton Vance Corp. Board of Directors on December 15, 2004 has been filed as Exhibit 10.19 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.18 |
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Copy of 1999 Restricted Stock Plan — Restatement No. 1 as adopted by the Eaton Vance Corp. Board of Directors on December 15, 2004 has been filed as Exhibit 10.20 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2004 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.19 |
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Copy of 1998 Stock Option Plan — Restatement No. 8 as adopted by the Eaton Vance Corp. Board of Directors on October 25, 2006, has been filed as Exhibit 10.19 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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10.20 |
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Copy of 1986 Employee Stock Purchase Plan — Restatement No. 11 as adopted by the Eaton Vance Corp. Board of Directors on October 25, 2006 has been filed as Exhibit 10.20 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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21.1 |
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List of the Company’s Subsidiaries as of October 31, 2006, previously filed as Exhibit 21.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100). |
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23.1 |
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Consent of Independent Registered Public Accounting Firm, previously filed as Exhibit 23.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100). |
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, previously filed as Exhibit 32.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100). |
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32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, previously filed as Exhibit 32.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100). |
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99.1 |
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List of Eaton Vance Corp. Open Registration Statements, previously filed as Exhibit 99.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100). |
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Filed herewith. |
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Exhibit 3.3 |
EATON VANCE CORP.
ARTICLES OF AMENDMENT
EATON VANCE CORP., a Maryland corporation, having its principal offices in Baltimore City, Maryland and Boston, Massachusetts (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as follows:
Article SIXTH of the Charter is amended in its entirety to read as follows:
SIXTH: The total number of shares of stock of all classes which the Corporation has authority to issue is One Million Five Hundred Thousand (1,500,000) shares, having an aggregate par value of Seven Hundred Fifty Thousand Dollars ($750,000.00), of which Ten Thousand (10,000) shares of the par value of Fifty Cents ($.50) per share amounting in aggregate par value to Five Thousand Dollars ($5,000.00) shall be Common Stock, and One Million Four Hundred Ninety Thousand (1,490,000) shares of the par value of Fifty Cents ($.50) per share amounting in aggregate par value to Seven Hundred Forty-Five Thousand Dollars ($745,000.00) shall be Non-Voting Common Stock.
SECOND: (a) As of immediately before the amendment the total number of shares of stock of all classes which the Corporation has authority to issue is 1,000,000 shares, of which 10,000 shares are Common Stock (par value $.50 per share) and 990,000 shares are Non-Voting Common Stock (par value $.50 per share).
(b) As amended the total number of shares of stock of all classes which the Corporation has authority to issue is 1,500,000 shares, of which 10,000 shares are Common Stock (par value $.50 per share) and 1,490,000 shares are Non-Voting Common Stock (par value $.50 per share).
(c) The aggregate par value of all shares having a par value is $500,000 before the amendment and $750,000 as amended.
(d) The descriptions of each class of stock of the Corporation are not changed by the amendment.
THIRD: (a) The board of directors on April 15, 1983 duly adopted a resolution in which was set forth the foregoing amendment to the Charter, declaring that the said amendment of the Charter as proposed was advisable and directing that such amendment be submitted for action thereon by the stockholders of the Corporation entitled to vote thereon at a special meeting of stockholders to be subsequently held on April 15, 1983.
(b) All of the stockholders of the Corporation entitled to vote thereon waived, in writing, notice of the time, place and purpose of the special meeting of stockholders subsequently held on April 15, 1983, at which special meeting the foregoing amendment to the Charter of the Corporation was duly approved by the stockholders of the Corporation at said special meeting by the affirmative vote of all the votes entitled to be cast on the matter.
(c) The foregoing amendment to the Charter of the Corporation has been advised by the board of directors and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, Eaton Vance Corp. has caused these presents to be signed in its name and on its behalf by Its President and witnessed by its Secretary on April 15, 1983.
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WITNESS: |
EATON VANCE CORP. |
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/s/ Thomas Otis |
By: /s/ M. Dozier Gardner |
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Thomas Otis |
M. Dozier Gardner |
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Secretary |
President |
THE UNDERSIGNED, President of Eaton Vance Corp., who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
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/s/ M. Dozier Gardner |
M. Dozier Gardner
President
EXHIBIT 3.6
EATON VANCE CORP.
ARTICLES OF AMENDMENT
EATON VANCE CORP., a Maryland corporation, having its principal offices in Baltimore City, Maryland and Boston, Massachusetts (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
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FIRST: |
The Charter of the Corporation is hereby amended by: |
(a) Changing and reclassifying each of the shares of Common Stock (par value $.125 per share) and Non-Voting Common Stock (par value $.125 per share) of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment, into two shares of such Common Stock or Non-Voting Common Stock, respectively, and by reducing the par value of each share of Common Stock and Non-Voting Common Stock as changed and reclassified to $.0625 per share, such change and reclassification to be made without increasing or reducing the aggregate amount of stated capital of the Corporation represented by such issued shares but as a two-for-one split of the issued shares and not as a stock dividend; and in connection therewith there shall be issued one additional share of Common Stock or Non-Voting Common Stock, as the case may be, for each such share thereof which is issued at such effective time ; and
(b) Striking out Article SIXTH of the Charter in its entirety, and inserting in lieu thereof, the following:
SIXTH: The total number of shares of stock of all classes which the Corporation has authority to issue is 12,000,000 shares, having an aggregate par value of $750,000.00, of which 80,000 shares of the par value of $.0625 per share amounting in aggregate par value to $5,000.00 shall be Common Stock, and 11,920,000 shares of the par value of $.0625 per share amounting in aggregate par value to $745,000.00 shall be Non-Voting Common Stock.
SECOND: (a) As of immediately before the amendment the total number of shares of stock of all classes which the Corporation has authority to issue is 6,000,000 shares, of which 40,000 shares are Common Stock (par value $.l25 per share) and 5,960,000 shares are Non-Voting Common Stock (par value $.125 per share).
(b) As amended the total number of shares of stock of all classes which the Corporation has authority to issue is 12,000,000 shares, of which 80,000 shares are Common Stock (par value $ .0625 per share) and 11,920,000 shares are Non-Voting Common Stock (par value $ .0625 per share)
(c) The aggregate par value of all shares having a par value before the amendment and as amended is $750,000.
(d) The descriptions of each class of stock of the Corporation are not changed by the amendment, except for the change in par value effected hereby.
THIRD: (a) The board of directors on October 16, 1992 duly adopted a resolution in which was set forth the foregoing amendment to the Charter, declaring that the said amendment of the Charter as proposed was advisable and directing that such amendment be submitted for action thereon by the stockholders of the Corporation entitled to vote thereon at a special meeting of stockholders to be subsequently held on October 16, 1992.
(b) All of the stockholders of the Corporation entitled to vote thereon waived, in writing, notice of the time, place and purpose of the special meeting of stockholders subsequently held on October 16, 1992, at which special meeting the foregoing amendment to the Charter of the Corporation was duly approved by the stockholders of the Corporation by the affirmative vote of all the votes entitled to be cast on the matter.
(c) The foregoing amendment to the Charter of the Corporation has been advised by the board of directors and approved by the stockholders of the Corporation.
FOURTH: These Articles of Amendment shall become effective at the close of business on November 11, 1992.
IN WITNESS WHEREOF, Eaton Vance Corp. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on November 6, 1992.
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WITNESS : |
EATON VANCE CORP. |
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/s/ Thomas Otis |
By: |
/s/ M. Dozier Gardner |
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Thomas Otis |
M. Dozier Gardner |
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Secretary |
President |
THE UNDERSIGNED, President of Eaton Vance Corp. , who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
/s/ M. Dozier Gardner
M. Dozier Gardner
President
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Exhibit 9.2 |
EATON VANCE CORP.
WRITTEN CONSENT OF
HOLDERS OF VOTING TRUST RECEIPTS
The undersigned, being the holders of Voting Trust Receipts representing all of the Voting Common Stock of Eaton Vance Corp. subject to the Voting Trust Agreement dated as of October 30, 1997, relating to said Common Stock (the “Agreement”), do hereby consent and agree, pursuant to Sections 7 and 3 of the Agreement, that the term of the Agreement and the Voting Trust thereunder shall be renewed for an additional three-year term until October 30, 2003.
In witness whereof we have hereunto set our hands and seals this 11 th day of October, 2000.
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/s/ Jeffrey P. Beale Jeffrey P. Beale |
/s/ Scott A. Page Scott A. Page |
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/s/ Alan R. Dynner Alan R. Dynner |
/s/ Duncan W. Richardson Duncan W. Richardson |
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/s/ Thomas E. Faust, Jr Thomas E. Faust, Jr. |
/s/ William M. Steul William M. Steul |
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/s/ Thomas J. Fetter Thomas J. Fetter |
/s/ Payson F. Swaffield Payson F. Swaffield |
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/s/ James B. Hawkes James B. Hawkes |
/s/ Michael W. Weilheimer Michael W. Weilheimer |
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/s/ Wharton P. Whitaker Wharton P. Whitaker |
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Exhibit 9.3 |
EATON VANCE CORP.
WRITTEN CONSENT OF
VOTING TRUSTEES AND
HOLDERS OF VOTING TRUST RECEIPTS
The undersigned, being the Voting Trustees under, and the holders of Voting Trust Receipts representing all of the Voting Common Stock of Eaton Vance Corp. subject to, the Voting Trust Agreement dated as of October 30, 1997, relating to said Common Stock (the “Agreement”), do hereby consent and agree, pursuant to Sections 10 and 3 of the Agreement, to the following amendment to the first sentence of Section 7 of the Agreement:
“7. The Voting Trust shall terminate on October 31, 2006, and may be renewed by the Voting Trustees, with the consent required by Section 3(6), for an additional term until October 31, 2010.”
In witness whereof we have hereunto set our hands and seals as of this 1st day of October, 2003.
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/s/ Jeffrey P. Beale Jeffrey P. Beale |
/s/ Scott A. Page
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/s/ Alan R. Dynner Alan R. Dynner |
/s/ Duncan W. Richardson Duncan W. Richardson |
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/s/ Thomas E. Faust, Jr. Thomas E. Faust, Jr. |
/s/ William M. Steul William M. Steul |
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/s/ Thomas J. Fetter Thomas J. Fetter |
/s/ Payson F. Swaffield Payson F. Swaffield |
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/s/ James B. Hawkes James B. Hawkes |
/s/ Michael W. Weilheimer Michael W. Weilheimer |
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/s/ Wharton P. Whitaker Wharton P. Whitaker |
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Exhibit 9.4 |
EATON VANCE CORP.
WRITTEN CONSENT OF
VOTING TRUSTEES
HOLDERS OF VOTING TRUST RECEIPTS
The undersigned, being the Voting Trustees under, and the holders of Voting Trust Receipts representing all of the Voting Common Stock of Eaton Vance Corp. subject to, the Voting Trust Agreement dated as of October 30, 1997, as amended, relating to said Common Stock (the “Agreement”), do hereby consent and agree, pursuant to Sections 7 and 3(6) of the Agreement, to renew the Voting Trust for an additional term until October 31, 2010.
In witness whereof we have hereunto set our hands and seals as of this 10 th day of October, 2006.
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/s/ Jeffrey P. Beale Jeffrey P. Beale |
/s/ Cynthia J. Clemson Cynthia J. Clemson |
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/s/ Alan R. Dynner Alan R. Dynner |
/s/ Thomas E. Faust, Jr.
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/s/ James B. Hawkes James B. Hawkes |
/s/ Michael R. Mach Michael R. Mach |
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/s/ Robert B. MacIntosh Robert B. MacIntosh |
/s/ Thomas M. Metzold Thomas M. Metzold |
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/s/ Scott H. Page Scott H. Page |
/s/ Duncan W. Richardson Duncan W. Richardson |
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/s/ G. West Saltonstall G. West Saltonstall |
/s/ Judith A. Saryan Judith A. Saryan |
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/s/ William M. Steul William M. Steul |
/s/ Payson F. Swaffield Payson F. Swaffield |
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/s/ Michael W. Weilheimer Michael W. Weilheimer |
/s/ Wharton P. Whitaker Wharton P. Whitaker |
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Exhibit 31.1
CERTIFICATION AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James B. Hawkes, certify that:
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1. |
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I have reviewed the annual report on Form 10-K, as amended by this Form 10-K/A of Eaton Vance Corp.; |
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2. |
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
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3. |
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
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4. |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
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(b) |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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DATE: September 24, 2007 |
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/s/ James B. Hawkes |
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(Signature)
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Exhibit 31.2
CERTIFICATION AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William M. Steul, certify that:
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1. |
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I have reviewed the annual report on Form 10-K, as amended by this Form 10-K/A of Eaton Vance Corp.; |
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2. |
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
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3. |
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
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4. |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
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(b) |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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DATE: September 24, 2007 |
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/s/ William M. Steul |
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(Signature)
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