EATON VANCE CORP. (NYSE:EV) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On April6, 2017, Eaton Vance Corp. (Eaton Vance) issued
$300million aggregate principal amount of 3.500% Notes due 2027
(the 2027 Notes) in an underwritten public offering to a
registration statement on Form S-3 (File No.333-217109) (the
Registration Statement) and a related preliminary prospectus and
final prospectus, each as filed with the Securities and Exchange
Commission. The 2027 Notes were sold to an underwriting
agreement, dated as of April3, 2017, between Eaton Vance and
Merrill Lynch, Pierce, Fenner Smith Incorporated and Morgan
Stanley Co. LLC, as the representatives of the several
underwriters named therein, previously filed with the Securities
and Exchange Commission.

The 2027 Notes bear interest at a rate of 3.500% per year and
will mature on April6, 2027. Interest on the 2027 Notes is
payable on April6 and October 6 of each year, beginning on
October6, 2017.

At any time, and from time to time, prior to January6, 2027
(three months before their maturity date), Eaton Vance may, at
its option, redeem some or all of the 2027 Notes by paying a
make-whole premium, plus accrued and unpaid interest, if any, to,
but not including, the date of redemption. In addition, on and
after January6, 2027 (three months before their maturity date),
Eaton Vance may redeem all or a portion of the 2027 Notes from
time to time at a redemption price equal to 50% of the principal
amount of the 2027 Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but not including, the date of redemption.
The 2027 Notes are unsecured and rank equally in right of payment
with all of Eaton Vances other unsecured and unsubordinated
indebtedness.

The 2027 Notes were issued to an indenture, dated as of October2,
2007, as supplemented by a third supplemental indenture, dated as
of April6, 2017, between Eaton Vance and Wilmington Trust
Company, as trustee. The indenture and the third supplemental
indenture contain certain covenants, events of default and other
customary provisions.

The foregoing descriptions of the 2027 Notes, the indenture and
the third supplemental indenture are summaries only and are
qualified in their entirety by reference to the full text of such
documents. The indenture, which was filed as Exhibit 4.1 to the
Registration Statement, the third supplemental indenture, which
is filed as Exhibit 4.1 hereto, and the form of note (included in
Exhibit4.1 hereto), are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Eaton
Vance, has issued an opinion to Eaton Vance, dated April6, 2017,
regarding the legality of the 2027 Notes upon issuance thereof. A
copy of the opinion as to legality is filed as Exhibit 5.1
hereto.

In connection with the offering of the 2027 Notes, Eaton Vance is
filing the Computation of Ratio of Earnings to Fixed Charges as
Exhibit 12.1 hereto.

Item9.01. Financial Statements and Exhibits.

See Exhibit Index attached hereto.

About EATON VANCE CORP. (NYSE:EV)

Eaton Vance Corp. is engaged in business of managing investment funds and providing investment management and advisory services to individuals and institutions. The Company seeks to develop and sustain management expertise across a range of investment disciplines, and offer investment products and services through various distribution channels. It operates through investment adviser to funds and separate accounts segment. The Company, through its subsidiaries, Eaton Vance Management and Atlanta Capital Management, LLC, and other affiliates, manages active equity, income and alternative strategies across a range of investment styles and asset classes, including the United States and global equities, floating-rate bank loans, municipal bonds, high-yield and investment grade bonds. Through its subsidiary, Parametric Portfolio Associates LLC, it manages a range of engineered alpha strategies, including systematic equity, systematic alternatives and managed options strategies.

EATON VANCE CORP. (NYSE:EV) Recent Trading Information

EATON VANCE CORP. (NYSE:EV) closed its last trading session down -0.03 at 43.65 with 663,317 shares trading hands.