UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2013

                               

   EATON VANCE CORP.   

 (Exact name of registrant as specified in its charter)

Maryland

1-8100

    

04-2718215

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

  of incorporation)

       Two International Place, Boston, Massachusetts

02110

  (Address of principal executive offices)

        (Zip Code)

Registrant’s telephone number, including area code:  (617) 482-8260

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

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INFORMATION INCLUDED IN THE REPORT

Item 2.02.

Results of Operations and Financial Condition

Registrant has reported its results of operations for the three months and fiscal year ended October 31, 2013, as described in Registrant’s news release dated November 26, 2013, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Document

99.1           

Press release issued by the Registrant dated November 26, 2013

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SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the undersigned hereunto duly authorized.

EATON VANCE CORP.

 (Registrant)

Date:

November 26, 2013

/s/ Laurie G. Hylton

Laurie G. Hylton, Chief Financial Officer &

Chief Accounting Officer

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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 exhibit is filed as part of this Report:

Exhibit No.

Description

99.1            

Copy of Registrant's news release dated November 26, 2013

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Exhibit 99.1

 

News Release

Contacts:   Laurie G. Hylton 617.672.8527

Daniel C. Cataldo 617.672.8952

Eaton Vance Corp.

Report for the Three Months and Fiscal Year Ended October 31, 2013

Boston, MA, November 26, 2013 – Eaton Vance Corp. (NYSE: EV) today reported adjusted earnings per diluted share⁽¹⁾ of $0.55 for the fourth quarter of fiscal 2013, an increase of 4 percent over the $0.53 of adjusted earnings per diluted share in the fourth quarter of fiscal 2012 and an increase of 6 percent over the $0.52 of adjusted earnings per diluted share in the third quarter of fiscal 2013.  Adjusted earnings per diluted share were $2.08 for the full fiscal year ended October 31, 2013, an increase of 10 percent over the $1.89 for the fiscal year ended October 31, 2012.  

As determined under U.S. generally accepted accounting principles (“GAAP”), the Company earned $0.45 in the fourth quarter of fiscal 2013, $0.45 in the fourth quarter of fiscal 2012 and $0.18 in the third quarter of fiscal 2013. Adjusted earnings per diluted share differed from GAAP earnings per diluted share in the fourth quarter of fiscal 2013 and 2012 due to adjustments in connection with increases in the estimated redemption value of non-controlling interests in affiliates redeemable at other than fair value, which reduced GAAP earnings by $0.10 and $0.08 per diluted share, respectively. Adjusted earnings per diluted share differed from GAAP earnings per diluted share in the third quarter of fiscal 2013 to reflect $0.28 per diluted share of costs associated with retiring $250 million of the Company’s 6.5 percent 2017 Senior Notes (“2017 Senior Notes”), $0.05 per diluted share of charges in connection with settling a state tax matter and $0.01 per diluted share of closed-end structuring fees incurred in connection with the $135 million initial public offering of Eaton Vance Floating-Rate Income Plus Fund in June.  The Company’s GAAP earnings per diluted share were $1.53 for the fiscal year ended October 31, 2013 and $1.72 for the fiscal year ended October 31, 2012.

Net income and gains on seed capital investments were negligible in the fourth quarter of fiscal 2013 and contributed $0.02 per diluted share in the fourth quarter of fiscal 2012.  Losses (net of interest and dividend income) on seed capital investments reduced diluted earnings by $0.02 per share in the third quarter of fiscal 2013.

Net inflows of $3.9 billion into long-term funds and separate accounts in the fourth quarter of fiscal 2013 were driven by strong flows into floating-rate income and implementation services, and represent a 6 percent annualized internal growth rate (net inflows into long-term assets divided by beginning of period long-term assets managed). For comparison, the Company had net inflows of $2.2 billion in the fourth quarter of fiscal 2012 and $8.8 billion in the third quarter of fiscal 2013. Net inflows of $24.7 billion for the fiscal year 2013 equate to 12 percent annual internal growth and compare to $0.2 billion of net inflows in fiscal 2012.  

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"Fiscal 2013 was a period of significant progress for Eaton Vance, as we achieved double-digit organic growth and expanded our capabilities through the successful acquisition of Clifton Group" said Thomas E. Faust Jr., Chairman and Chief Executive Officer. "I see the Company as well-positioned for how our industry is evolving and poised for continued success."

Consolidated assets under management were $280.7 billion on October 31, 2013.  This is an increase of 41 percent from the $199.5 billion of managed assets on October 31, 2012 and an increase of 4 percent from the $268.8 billion of managed assets on July 31, 2013.  The year-over-year increase in ending assets under management reflects the $34.8 billion of managed assets acquired in the December 2012 acquisition of the former Clifton Group Investment Management Company (“Clifton”) by subsidiary Parametric Portfolio Associates LLC (“Parametric”), net inflows of $24.7 billion and market price appreciation of $21.7 billion.  The sequential quarterly increase in ending assets under management reflects net inflows of $3.9 billion and market appreciation of $8.0 billion.

Average consolidated assets under management were $271.4 billion in the fourth quarter of fiscal 2013, up 38 percent from $196.6 billion in the fourth quarter of fiscal 2012 and up 3 percent from $263.7 billion in the third quarter of fiscal 2013.  

Attachments 5 and 6 summarize the Company’s consolidated assets under management and asset flows by investment mandate and investment vehicle. Attachment 7 summarizes the Company’s consolidated assets under management by investment affiliate.

As shown in Attachment 6, consolidated gross sales and other inflows were $25.5 billion in the fourth quarter of fiscal 2013, up 77 percent from $14.4 billion in the fourth quarter of fiscal 2012 and down 9 percent from $28.0 billion in the third quarter of fiscal 2013. Gross redemptions and other outflows were $21.6 billion in the fourth quarter of fiscal 2013, up 76 percent from $12.3 billion in the fourth quarter of fiscal 2012 and up 13 percent from $19.2 billion in the third quarter of fiscal 2013.  Consolidated gross sales and other inflows were $97.6 billion in fiscal 2013, up 95 percent from $50.1 billion in fiscal 2012.  Gross redemptions and other outflows were $72.9 billion in fiscal 2013, up 46 percent from $49.9 billion in fiscal 2012.    

As of October 31, 2013, 49 percent-owned affiliate Hexavest, Inc. (“Hexavest”) managed $16.9 billion of client assets, an increase of 40 percent from the $12.1 billion of managed assets on October 31, 2012 and an increase of 8 percent from the $15.7 billion of managed assets on July 31, 2013. Net inflows into Hexavest-managed funds and separate accounts were $0.2 billion in the fourth quarter of fiscal 2013 compared to net inflows of $0.8 billion in the fourth quarter of fiscal 2012 and net inflows of $0.5 billion in the third quarter of fiscal 2013.  Since Eaton Vance acquired its interest in Hexavest on August 6, 2012, Hexavest’s net inflows have totaled $3.1 billion and assets under management have increased by $6.0 billion, or 54 percent, from $11.0 billion at the date of acquisition.  Attachment 9 summarizes assets under management and asset flow information for Hexavest. Other than Eaton Vance-sponsored funds for which Hexavest is advisor or sub-advisor, the managed assets and flows of Hexavest are not included in Eaton Vance consolidated totals.

As of October 31, 2013, the Clifton division of Parametric managed $45.6 billion of client assets, an increase of 12 percent from the $40.7 billion of managed assets on July 31, 2013.  Net inflows into Clifton-managed funds and accounts were $3.9 billion in the fourth quarter of fiscal 2013 and $5.1 billion in the third quarter of fiscal 2013. Clifton net inflows since the December 31, 2012 acquisition have totaled $8.9 billion. Clifton-managed assets have increased by $10.8 billion, or 31 percent, from $34.8 billion at the date of acquisition.  The managed assets and flows of Clifton since the date of acquisition are included in Eaton Vance consolidated totals and reflected as assets and flows of Parametric.

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Financial Highlights
		Three Months Ended
		(in thousands, except per share figures)
		October 31,		July 31,		October 31,
		2013		2013		2012
Revenue		$	356,933	$	350,361	$	309,889
Expenses			231,526		231,511		203,544
Operating income			125,407		118,850		106,345
Operating margin			35%		34%		34%
Non-operating (expense) income			(14,252)		(71,315)		3,993
Income taxes			(44,626)		(25,137)		(37,655)
Equity in net income of affiliates, net of tax			5,600		2,652		1,758
Net income			72,129		25,050		74,441
Net income attributable to non-controlling
	and other beneficial interests		(14,977)		(1,847)		(21,323)
Net income attributable to
	Eaton Vance Corp. shareholders	$	57,152	$	23,203	$	53,118
Adjusted net income attributable to Eaton
	Vance Corp. shareholders(1)	$	69,953	$	66,513	$	62,988
Earnings per diluted share		$	0.45	$	0.18	$	0.45
Adjusted earnings per diluted share(1)		$	0.55	$	0.52	$	0.53

Fourth Quarter Fiscal 2013 vs. Fourth Quarter Fiscal 2012

In the fourth quarter of fiscal 2013, revenue increased 15 percent to $356.9 million from revenue of $309.9 million in the fourth quarter of fiscal 2012.  Investment advisory and administrative fees were up 18 percent, reflecting a 38 percent increase in average consolidated assets under management offset by lower average effective fee rates, primarily as a result of the Clifton acquisition. Performance fees contributed $3.4 million and $3.7 million to investment advisory and administrative fees in the fourth quarter of fiscal 2013 and 2012, respectively. Distribution and service fee revenues were flat in aggregate, reflecting consistent levels of managed assets in fund share classes that are subject to distribution and service fees.

Operating expenses increased 14 percent to $231.5 million in the fourth quarter of fiscal 2013 from $203.5 million in the fourth quarter of fiscal 2012, reflecting increases in compensation, distribution fees, amortization of deferred sales commissions, fund-related expenses and other expenses. The increase in compensation expense reflects increases in sales- and operating income-based incentives, stock-based compensation, higher employee headcount and increases in base salaries and benefits, partially driven by the acquisition of Clifton in the first quarter of fiscal 2013. Gross sales and other inflows, which drive sales-based incentives, were up 77 percent year-over-year, while pre-bonus adjusted operating income, which drives operating-income based incentives, was up 18 percent over the same period. The increase in distribution expense reflects increases in intermediary marketing support payments and discretionary marketing expenses. The increase in amortization of deferred sales commissions largely reflects an increase in Class C share amortization.  The increase in fund-related expenses reflects an increase in sub-advisory expenses for Company sponsored funds managed by unaffiliated sub-advisors and increases in other fund expenses. Other expenses increased 15 percent, as increases in travel-related expenses, information technology and professional fees were partially offset by decreases in facilities-related expenses.  

Operating income was up 18 percent to $125.4 million in the fourth quarter of fiscal 2013 from $106.3 million in the fourth quarter of fiscal 2012.

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Non-operating expense was $14.3 million in the fourth quarter of fiscal 2013 compared to non-operating income of $4.0 million in the fourth quarter of fiscal 2012. The year-over-year change reflects a decline of $10.3 million in gains (losses) and other investment income, a $9.1 million decline in income (expense) of the Company’s consolidated collateralized loan obligation entities (“CLO”), partially offset by a $1.2 million decrease in interest expense.  

The Company’s effective tax rate, calculated as a percentage of income before income taxes and equity in net income of affiliates, was 40.1 percent in the fourth quarter of fiscal 2013. Excluding the impact of CLO entities’ income (expense) borne by other beneficial interest holders, the Company’s effective tax rate was approximately 39.2 percent for the quarter.  

Equity in net income of affiliates increased $3.8 million from the fourth quarter of fiscal 2012, reflecting an increase in gains (losses) and other income on the Company’s investments in sponsored funds and an increase in the Company’s equity in the net income of Hexavest.  Equity in net income of affiliates for the fourth quarter of fiscal 2013 and 2012 includes $3.0 million and $1.9 million, respectively, of Company equity in the net income of Hexavest.

Net income attributable to non-controlling and other beneficial interests was $15.0 million in the fourth quarter of fiscal 2013 compared to $21.3 million in the fourth quarter of fiscal 2012. As shown in Attachment 3, net income attributable to non-controlling and other beneficial interests in the fourth quarter of fiscal 2013 and 2012 includes $12.6 million and $9.9 million, respectively, of non-controlling interest value adjustments relating to our subsidiary Atlanta Capital Management. The year-over-year change also reflects a decline in the net income (loss) attributable to non-controlling interest holders of the Company’s consolidated CLO entities and a decline in net income attributable to non-controlling interest holders of the Company’s consolidated funds, partially offset by an increase in the income attributable to non-controlling interest holders of majority-owned subsidiaries.

 

Weighted average diluted shares outstanding increased 7.9 million shares, or 7 percent, in the fourth quarter of fiscal 2013 from the fourth quarter of fiscal 2012.  The change reflects an increase in the total number of shares outstanding due to the exercise of employee stock options and an increase in the dilutive effect of in-the-money options resulting from a 42 percent increase in the quarterly average share price of the Company’s Non-Voting Common Stock.

Fourth Quarter Fiscal 2013 vs. Third Quarter Fiscal 2013

In the fourth quarter of fiscal 2013, revenue increased 2 percent to $356.9 million from revenue of $350.4 million in the third quarter of fiscal 2013.  Investment advisory and administrative fees were up 3 percent in the fourth quarter of fiscal 2013 compared to the third quarter of fiscal 2013, reflecting a 3 percent increase in average consolidated assets under management. Performance fees contributed $3.4 million and $0.9 million to investment advisory and administrative fees in the fourth quarter of fiscal 2013 and the third quarter of fiscal 2013, respectively. Distribution and service fee revenue decreased 2 percent in aggregate, reflecting a decrease in average managed assets in fund share classes that are subject to such fees.

Operating expenses were flat at $231.5 million in the fourth quarter of fiscal 2013 as compared to the third quarter of fiscal 2013, reflecting decreases in compensation and distribution and service fees, offset by higher amortization of deferred sales commissions and increases in fund-related and other operating expenses. The decrease in compensation expense reflects decreases in operating income-based incentives and sales-based incentives, partially offset by an increase in stock-based compensation. Lower sales-based incentives reflect the 9 percent decrease in gross sales and other inflows.  The decrease in operating income-based incentives reflects lower bonus accruals in the fourth quarter of fiscal 2013. The increase in stock-based compensation relates principally to affiliate equity plans. The decrease in distribution expense reflects the $1.7 million in closed-end fund-related structuring fees paid to distribution partners in the third quarter of fiscal 2013, partially offset by an increase in discretionary marketing expenses.  The increase in amortization of deferred sales commissions largely reflects an increase in Class C share amortization. Fund-related expenses increased 28 percent due to increases in fund subsidies and other fund-related

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expense. Other expenses increased 2 percent, reflecting increases in travel-related expenses, information technology and professional services offset by decreases in facilities-related expenses and other corporate expenses.

Operating income was up 6 percent to $125.4 million in the fourth quarter of fiscal 2013 from $118.9 million in the third quarter of fiscal 2013.

Non-operating expense was $14.3 million in the fourth quarter of fiscal 2013 compared to $71.3 million in the third quarter of fiscal 2013.  The improvement in non-operating expense reflects the $52.9 million in costs incurred on the retirement of $250 million of the Company’s 2017 Senior Notes in the third quarter, a $3.3 million improvement in gains (losses) and other investment income, a $1.8 million decrease in interest expense offset by a $0.8 million decline in income (expense) of the Company’s consolidated CLO entities.  The improvement in gains (losses) and other investment income reflects the $3.1 million loss recognized in the third quarter on a reverse treasury lock entered into in conjunction with the retirement of the 2017 Senior Notes.  The decrease in interest expense reflects approximately $0.9 million of additional interest expense recognized in the third quarter related to the accelerated amortization of a treasury lock tied to the retired portion of the 2017 Senior Notes as well as a full quarter of reduced interest expense as a result of the debt restructuring.

Equity in net income of affiliates increased by $2.9 million in the fourth quarter of fiscal 2013 compared to the third quarter of fiscal 2013, primarily reflecting an increase in gains (losses) and other income on the Company’s investments in sponsored products.  Equity in net income of affiliates for the fourth quarter of fiscal 2013 and the third quarter of fiscal 2013 includes $3.0 million and $2.5 million, respectively, of Company equity in the net income of Hexavest.  

Net income attributable to non-controlling and other beneficial interests was $15.0 million in the fourth quarter of fiscal 2013 compared to $1.8 million in the third quarter of fiscal 2013. As shown in Attachment 3, included in net income attributable to non-controlling and other beneficial interests in the fourth quarter of fiscal 2013 is $12.6 million of non-controlling interest value adjustments relating to our subsidiary Atlanta Capital Management. The sequential quarter change also reflects a $1.0 million increase in the income attributable to non-controlling interest holders of the Company’s majority-owned subsidiaries.  

Balance Sheet Information

Cash and cash equivalents totaled $461.9 million on October 31, 2013, with no outstanding borrowings against the Company’s $300 million credit facility.  During fiscal 2013, the Company used $73.9 million to repurchase and retire approximately 2.0 million shares of its Non-Voting Common Stock under its repurchase authorization.  Approximately 1.9 million shares of the current 8.0 million share repurchase authorization remains unused.

Conference Call Information

Eaton Vance Corp. will host a conference call and webcast at 11:00 AM EST today to discuss the financial results for the three months and fiscal year ended October 31, 2013. To participate in the conference call, please call 877-407-0709 (domestic) or 201-689-8566 (international) and refer to “Eaton Vance Corp. Fourth Quarter Earnings.” A webcast of the conference call can also be accessed via Eaton Vance’s website, www.eatonvance.com.  

A replay of the call will be available for one week by calling 877-660-6853 (domestic) or 201-612-7415 (international) or by accessing Eaton Vance’s website, www.eatonvance.com. Listeners to the telephone replay must enter the confirmation code 13572801.

About Eaton Vance Corp.

Eaton Vance Corp. is one of the oldest investment management firms in the United States, with a history dating back to 1924. Eaton Vance and its affiliates offer individuals and institutions a broad

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array of investment strategies and wealth management solutions.  The Company’s long record of providing exemplary service, timely innovation and attractive returns through a variety of market conditions has made Eaton Vance the investment manager of choice for many of today’s most discerning investors.  For more information about Eaton Vance, visit www.eatonvance.com.

Forward-Looking Statements

This news release may contain statements that are not historical facts, referred to as “forward-looking statements.”  The Company’s actual future results may differ significantly from those stated in any forward-looking statements, depending on factors such as changes in securities or financial markets or general economic conditions, client sales and redemption activity, the continuation of investment advisory, administration, distribution and service contracts, and other risks discussed in the Company’s filings with the Securities and Exchange Commission.

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						Attachment 4
Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
		October 31,				October 31,
		2013				2012
Assets
Cash and cash equivalents	$	461,906			$	462,076
Investment advisory fees and other receivables		170,220				133,589
Investments		536,323				486,933
Assets of consolidated collateralized loan obligation ("CLO") entities:
Cash and cash equivalents		36,641				36,758
Bank loans and other investments		685,681				430,583
Other assets		5,814				1,107
Deferred sales commissions		17,923				19,336
Deferred income taxes		61,139				51,234
Equipment and leasehold improvements, net		48,746				54,889
Intangible assets, net		74,534				59,228
Goodwill		228,876				154,636
Other assets		79,446				89,122
Total assets	$	2,407,249			$	1,979,491
Liabilities, Temporary Equity and Permanent Equity
Liabilities:
Accrued compensation	$	169,953			$	145,338
Accounts payable and accrued expenses		58,529				59,397
Dividend payable		26,740				23,250
Debt		573,499				500,000
Liabilities of consolidated CLO entities:
Senior and subordinated note obligations and line of credit		586,916				446,605
Other liabilities		129,257				766
Other liabilities		115,960				91,785
Total liabilities		1,660,854				1,267,141
Commitments and contingencies
Temporary Equity:
Redeemable non-controlling interests		74,856				98,765
Total temporary equity		74,856				98,765
Permanent Equity:
Voting Common Stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued and outstanding, 399,240 and 413,167 shares, respectively		2				2
Non-Voting Common Stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued and outstanding, 121,232,506 and 115,878,384 shares, respectively		474				453
Additional paid-in capital		124,837				26,730
Notes receivable from stock option exercises		(7,122)				(4,155)
Accumulated other comprehensive (loss) income		(177)				3,923
Appropriated retained earnings		10,249				18,699
Retained earnings		541,521				566,420
Total Eaton Vance Corp. shareholders' equity		669,784				612,072
Non-redeemable non-controlling interests		1,755				1,513
Total permanent equity		671,539				613,585
Total liabilities, temporary equity and permanent equity	$	2,407,249			$	1,979,491

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													Attachment 5
Eaton Vance Corp.
Consolidated Net Flows by Investment Mandate(1)
(in millions)
		Three Months Ended									Fiscal Year Ended
		October 31,			July 31,			October 31,			October 31,			October 31,
		2013			2013			2012			2013			2012
Equity assets - beginning of period(2)		$	90,774		$	89,534		$	80,260		$	80,782		$	84,281
	Sales and other inflows		3,167			4,056			3,828			16,989			16,572
	Redemptions/outflows		(5,324)			(4,185)			(5,902)			(19,459)			(26,033)
	Net flows		(2,157)			(129)			(2,074)			(2,470)			(9,461)
	Assets acquired(3)		-			-			-			1,572			-
	Exchanges		166			46			48			328			15
	Market value change		4,802			1,323			2,548			13,373			5,947
Equity assets - end of period		$	93,585		$	90,774		$	80,782		$	93,585		$	80,782
Fixed income assets - beginning of period			45,821			49,949			48,198			49,003			43,708
	Sales and other inflows		2,149			2,065			3,140			10,881			12,278
	Redemptions/outflows		(3,697)			(3,595)			(2,752)			(14,015)			(9,455)
	Net flows		(1,548)			(1,530)			388			(3,134)			2,823
	Assets acquired(3)		-			-			-			472			-
	Exchanges		(151)			(277)			13			(510)			84
	Market value change		89			(2,321)			404			(1,620)			2,388
Fixed income assets - end of period		$	44,211		$	45,821		$	49,003		$	44,211		$	49,003
Floating-rate income assets -
	beginning of period		38,170			33,679			25,245			26,388			24,322
	Sales and other inflows		5,742			6,636			2,188			21,729			7,401
	Redemptions/outflows		(2,207)			(2,152)			(1,387)			(6,871)			(5,662)
	Net flows		3,535			4,484			801			14,858			1,739
	Exchanges		145			169			21			397			45
	Market value change		(29)			(162)			321			178			282
Floating-rate income assets - end
	of period	$	41,821		$	38,170		$	26,388		$	41,821		$	26,388
Alternative assets -  beginning of period			16,098			16,022			10,612			12,864			10,650
	Sales and other inflows		1,271			2,348			3,167			8,195			6,736
	Redemptions/outflows		(1,903)			(1,770)			(909)			(5,688)			(4,348)
	Net flows		(632)			578			2,258			2,507			2,388
	Assets acquired(3)		-			-			-			650			-
	Exchanges		(47)			(22)			(19)			(184)			(94)
	Market value change		(207)			(480)			13			(625)			(80)
Alternative assets - end of period		$	15,212		$	16,098		$	12,864		$	15,212		$	12,864
Implementation services assets -
	beginning of period(4)		77,673			70,966			28,323			30,302			24,574
	Sales and other inflows		13,177			12,933			2,115			39,841			7,096
	Redemptions/outflows		(8,490)			(7,504)			(1,320)			(26,887)			(4,411)
	Net flows		4,687			5,429			795			12,954			2,685
	Assets acquired(3)		-			-			-			32,064			-
	Exchanges		(104)			-			-			(118)			(1)
	Market value change		3,381			1,278			1,184			10,435			3,044
Implementation services assets -
	end of period	$	85,637		$	77,673		$	30,302		$	85,637		$	30,302
Long-term assets - beginning of period			268,536			260,150			192,638			199,339			187,535
	Sales and other inflows		25,506			28,038			14,438			97,635			50,083
	Redemptions/outflows		(21,621)			(19,206)			(12,270)			(72,920)			(49,909)
	Net flows		3,885			8,832			2,168			24,715			174
	Assets acquired(3)		-			-			-			34,758			-
	Exchanges		9			(84)			63			(87)			49
	Market value change		8,036			(362)			4,470			21,741			11,581
Total long-term assets - end of period		$	280,466		$	268,536		$	199,339		$	280,466		$	199,339
Cash management fund assets -
	end of period		203			219			169			203			169
Total assets under management -
	end of period	$	280,669		$	268,755		$	199,508		$	280,669		$	199,508
(1)  Consolidated Eaton Vance Corp.  See Attachment 9 for managed assets and flows of 49 percent-owned Hexavest Inc.
(2)  Balances include assets in balanced accounts holding income securities.
(3)  Balances represent Clifton assets acquired on December 31, 2012.
(4)  Balances represent amounts reclassified from equity for fiscal 2012 periods.