The Company invests in investment companies that meet the definition of a VIE. Disclosure regarding such consolidated sponsored funds is included in Note 4. In the ordinary course of business, the Company may elect to contractually waive investment advisory fees that it is entitled to receive from sponsored funds. Such waivers are disclosed in Note 20.

The Company deems itself to be the primary beneficiary of two non-recourse CLO entities, Eaton Vance CLO IX and Eaton Vance CLO 2013-1. In developing its conclusion that it is the primary beneficiary of Eaton Vance CLO IX, the Company determined that it has a more than insignificant variable interest in the entity by virtue of its 8 percent residual interest and the presence of an incentive collateral management fee, which combined expose the Company to a more than insignificant amount of the entity's variability relative to its anticipated economic performance. In developing its conclusion that it is the primary beneficiary of Eaton Vance CLO 2013-1, the Company determined that it has a more than insignificant variable interest in the entity by virtue of its 20 percent residual interest in the entity. In addition, in its role as collateral manager of both entities, the Company has the power to direct the activities that most significantly impact the economic performance of the entities. In each case, the Company's variable interests represent an obligation to absorb losses of or a right to receive benefits from the entity that could potentially be significant to the entity. In consideration of these factors, the Company concluded that it was the primary beneficiary of these two CLO entities for consolidation accounting purposes.

The significance of the Company's variable interests in these entities is greater than the significance of the Company's investments in non-consolidated CLO entities in which the Company also holds variable interests and serves as collateral manager.

The assets of consolidated CLO entities are held solely as collateral to satisfy the obligations of the entities. The Company has no right to the benefits from, nor does the Company bear the risks associated with, the assets held by these CLO entities beyond the Company's beneficial interest therein and management fees generated from the entities. The note holders and other creditors of the CLO entities have no recourse to the Company's general assets. There are neither explicit arrangements nor does the Company hold implicit variable interests that would require the Company to provide any ongoing financial support to the entities.

Interest income and expense are recorded on an accrual basis and reported as gains and other investment income, net, and as interest expense in interest and other expense, respectively, of the consolidated CLO entities in the Company's Consolidated Statements of Income for the three and six months ended April 30, 2014 and 2013. Substantially all ongoing gains (losses) related to the consolidated CLO entities' bank loans, other investments and note obligations and redeemable preferred shares recorded in earnings for the periods presented are attributable to changes in instrument-specific credit considerations.

The Company irrevocably elected the fair value option for all financial assets and liabilities of Eaton Vance CLO IX upon its initial consolidation on November 1, 2010. The Company elected the fair value option to mitigate any accounting mismatches between the carrying value of the senior and subordinated note obligations of Eaton Vance CLO IX and the carrying value of the assets that are held to provide the cash flows supporting those note obligations. Unrealized gains and losses on assets and liabilities for which the fair value option has been elected are reported in gains and other investment income, net, of the consolidated CLO entities in the Company's Consolidated Statements of Income. Although the subordinated note obligations of Eaton Vance CLO IX have certain equity characteristics, the Company has determined that the subordinated notes should be recorded as liabilities on the Company's Consolidated Balance Sheets.

The following tables present, as of April 30, 2014 and October 31, 2013, the fair value of Eaton Vance CLO IX's assets and liabilities that are subject to fair value accounting:

April 30, 2014
		CLO Bank Loan Investments
(in thousands)		Total CLO bank loan investments		90 days or more past due		Senior and subordinated note obligations
Unpaid principal balance	$	183,569	$	500	$	230,261
Unpaid principal balance
under (over) fair value		298		(500)		(13,640)
Fair value	$	183,867	$	0	$	216,621

October 31, 2013
		CLO Bank Loan Investments
(in thousands)		Total CLO bank loan investments		90 days or more past due		Senior and subordinated note obligations
Unpaid principal balance	$	255,474	$	500	$	294,037
Unpaid principal balance
over fair value		(364)		(500)		(14,910)
Fair value	$	255,110	$	0	$	279,127

Changes in the fair values of Eaton Vance CLO IX's bank loans and other investments resulted in net losses of $0.7 million and net gains of $2.0 million during the three months ended April 30, 2014 and 2013, respectively, while changes in the fair value of Eaton Vance CLO IX's note obligations resulted in net losses of $0.3 million and $1.7 million, respectively. The combined net losses of $1.0 million and net gains of $0.3 million for the three months ended April 30, 2014 and 2013, respectively, were recorded as gains and other investment income, net, of consolidated CLO entities in the Company's Consolidated Statement of Income for those periods.

Changes in the fair values of Eaton Vance CLO IX's bank loans and other investments resulted in net losses of $0.2 million and net gains of $2.5 million during the six months ended April 30, 2014 and 2013, respectively, while changes in the fair value of Eaton Vance CLO IX's note obligations resulted in net losses of $1.3 million and $5.2 million, respectively. The combined net losses of $1.5 million and $2.7 million for the six months ended April 30, 2014 and 2013, respectively, were recorded as gains and other investment income, net, of consolidated CLO entities in the Company's Consolidated Statement of Income for those periods.

Eaton Vance CLO IX has note obligations that bear interest at variable rates based on LIBOR plus a pre-defined spread, which ranges from 0.21 percent to 1.50 percent. The principal amounts outstanding of the note obligations issued by Eaton Vance CLO IX mature on April 20, 2019. It is expected that prepayments received will be used to pay down the entity's note obligations. During the six months ended April 30, 2014 and 2013, $63.8 million and $83.7 million, respectively, of prepayments were used to pay down the entity's note obligations. The holders of a majority of the subordinated notes have the option to liquidate Eaton Vance CLO IX, provided there is sufficient value to repay the senior notes in full.

For the three months ended April 30, 2014 and 2013, the Company recorded a net loss of $0.7 million and net income of $1.2 million, respectively, related to Eaton Vance CLO IX. The Company recorded net losses attributable to other beneficial interests of $1.6 million and net income attributable to other beneficial interests of $0.1 million for the three months ended April 30, 2014 and 2013, respectively. Net income attributable to Eaton Vance Corp. shareholders was $0.9 million and $1.2 million for the three months ended April 30, 2014 and 2013, respectively.

For the six months ended April 30, 2014 and 2013, the Company recorded net losses of $0.4 million and $1.3 million, respectively, related to Eaton Vance CLO IX. The Company recorded net losses attributable to other beneficial interests of $2.2 million and $3.2 million for the six months ended April 30, 2014 and 2013, respectively. Net income attributable to Eaton Vance Corp. shareholders was $1.7 million and $1.9 million for the six months ended April 30, 2014 and 2013, respectively.

The following carrying amounts related to Eaton Vance CLO IX were included in the Company's Consolidated Balance Sheets at April 30, 2014 and October 31, 2013:

	April 30,		October 31,
(in thousands)	2014		2013
Assets:
Cash and cash equivalents	$	33,374	$	30,462
Bank loans and other investments		189,282		261,529
Other assets		1,476		514
Liabilities:
Senior and subordinated note obligations		216,621		279,127
Other liabilities		340		4,046
Appropriated retained earnings		5,466		7,618
Net interest in Eaton Vance CLO IX	$	1,705	$	1,714

The Company had a subordinated interest in Eaton Vance CLO IX of $1.5 million as of April 30, 2014 and October 31, 2013, which was eliminated in consolidation.

Eaton Vance CLO 2013-1 began as a warehouse stage CLO in December 2012. During the warehouse phase, all of the subordinated interests of the entity in the form of redeemable preferred shares were controlled by affiliates of an investment manager unrelated to the Company. The Company irrevocably elected the fair value option for measurement of substantially all financial assets of Eaton Vance CLO 2013-1 upon its initial consolidation on October 11, 2013, when the senior note obligations and redeemable preferred shares of the CLO were priced. At pricing, the Company entered into a trade commitment to acquire 20 percent of the redeemable preferred shares of the entity to be issued at closing on November 13, 2013, representing a variable, although not beneficial, interest in the entity as of October 31, 2013.

The Company did not elect the fair value option on the warehouse line of credit and redeemable preferred shares at pricing, as these liabilities were temporary in nature. The warehouse line of credit and the redeemable preferred shares were extinguished, and new senior note obligations and redeemable preferred shares were issued at closing on November 13, 2013. The Company irrevocably elected the fair value option for the senior note obligations and redeemable preferred shares of Eaton Vance CLO 2013-1 upon their issuance.

The Company elected the fair value option in these instances to mitigate any accounting mismatches between the carrying value of the new senior note obligations and redeemable preferred shares of Eaton Vance CLO 2013-1 and the carrying value of the assets that are held to provide the cash flows for those beneficial interests. Unrealized gains and losses on assets and liabilities for which the fair value option has been elected are reported in gains and other investment income, net, of the consolidated CLO entities in the Company's Consolidated Statements of Income.

During the six months ended April 30, 2014, approximately $4.8 million of organizational and structuring costs associated with the closing of Eaton Vance CLO 2013-1 were recorded in interest and other expense in the Company's Consolidated Statements of Income.

The following tables present, as of April 30, 2014 and October 31, 2013, the fair value of Eaton Vance CLO 2013-1's assets and liabilities that are subject to fair value accounting:

April 30, 2014
		CLO Bank Loan Investments
(in thousands)		Total CLO bank loan investments		90 days or more past due		Senior note obligations and redeemable preferred shares
Unpaid principal balance	$	409,653	$	-	$	421,598
Unpaid principal balance (over)
under fair value		2,242		-		(2,405)
Fair value	$	411,895	$	-	$	419,193

October 31, 2013
		CLO Bank Loan Investments
(in thousands)		Total CLO bank loan investments		90 days or more past due
Unpaid principal balance	$	421,830	$	-
Unpaid principal balance
under fair value		2,322		-
Fair value	$	424,152	$	-

Changes in the fair values of Eaton Vance CLO-2013-1's bank loans and other investments resulted in net losses of $0.3 million and $39,000 during the three and six months ended April 30, 2014, respectively, while changes in the fair value of Eaton Vance CLO 2013-1's note obligations resulted in net losses of $0.8 million and net gains of $2.4 million during the three and six months ended April 30, 2014, respectively. The combined net losses of $1.1 million and combined net gains of $2.4 million, respectively, for the three and six months ended April 30, 2014 were recorded as gains and other investment income, net, of consolidated CLO entities in the Company's Consolidated Statement of Income.

Eaton Vance CLO 2013-1 has note obligations that bear interest at variable rates based on LIBOR plus a pre-defined spread, which ranges from 1.36 percent to 5.75 percent. The principal amounts outstanding of the note obligations issued by Eaton Vance CLO 2013-1 mature on November 13, 2024. Prepayments received on bank loans and other investments by Eaton Vance CLO 2013-1 prior to November 2017 will be reinvested.

For the three and six months ended April 30, 2014, the Company recorded net income of $1.5 million and $2.0 million, respectively, related to Eaton Vance CLO 2013-1. The Company recorded net income attributable to other beneficial interests of $0.8 million and $1.1 million for the three and six months ended April 30, 2014, respectively. Net income attributable to Eaton Vance Corp. shareholders was $0.7 million and $0.9 million for the three and six months ended April 30, 2014, respectively.

The following carrying amounts related to Eaton Vance CLO 2013-1 were included in the Company's Consolidated Balance Sheets at April 30, 2014 and October 31, 2013:

	April 30,		October 31,
(in thousands)	2014		2013
Assets:
Cash and cash equivalents	$	33,733	$	6,179
Bank loans and other investments		411,897		424,152
Other assets		7,042		5,300
Liabilities:
Line of credit		-		247,789
Senior note obligations		391,860		-
Redeemable preferred shares		27,333		64,952
Other liabilities		20,750		120,259
Appropriated retained earnings		3,688		2,631
Net interest in Eaton Vance CLO 2013-1	$	9,041	$	-

As of April 30, 2014 and October 31, 2013, other liabilities included $17.4 million and $118.2 million, respectively, due to brokers for collateral asset purchases.

The Company had a subordinated interest in Eaton Vance CLO 2013-1 of $8.2 million as of April 30, 2014, which was eliminated in consolidation.

On May 1, 2014, the Company sold its 20 percent interest in the subordinated preferred shares of CLO 2013-1 and determined that it does not retain a controlling financial interest in CLO 2013-1, as it no longer has an obligation to absorb losses of the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Company deconsolidated CLO 2013-1 and derecognized the associated assets, liabilities and appropriated retained earnings from its Consolidated Balance Sheet as of May 1, 2014. The Company continues in its role as collateral manager of CLO 2013-1.

The Company classifies its investments in certain sponsored funds that are considered VIEs as either equity method investments (generally when the Company owns more than 20 percent but less than 50 percent of the fund) or as available-for-sale investments (generally when the Company owns less than 20 percent of the fund), when it is not considered the primary beneficiary of those VIEs. The Company provides aggregated disclosures with respect to these non-consolidated sponsored fund VIEs in Note 5.

The Company is not deemed the primary beneficiary of several CLO entities in which it holds variable interests. In its role as collateral manager, the Company often has the power to direct the activities of the CLO entities that most significantly impact the economic performance of these entities. In developing its conclusion that it is not the primary beneficiary of these entities, the Company determined that, for certain of these entities, although it has variable interests in each by virtue of its residual interests therein and the collateral management fees it receives, its variable interests neither individually nor in the aggregate represent an obligation to absorb losses of or a right to receive benefits from any such entity that could potentially be significant to that entity. Quantitative factors supporting the Company's qualitative conclusion in each case included the relative size of the Company's residual interest (in all but one instance representing less than 6 percent of the residual interest tranche and less than 1 percent of the total capital of the entity) and the overall magnitude and design of the collateral management fees within each structure.

At April 30, 2014 and October 31, 2013, the Company held a 16.7 percent subordinated interest in a warehouse stage CLO entity. The Company has determined that it does not hold the power to direct the activities of this CLO entity during the warehouse stage as that power is shared with the majority holder of the equity during this stage. As a result, the Company did not consolidate this entity as of either April 30, 2014 or October 31, 2013.

Non-consolidated CLO entities had total assets of $1.9 billion as of April 30, 2014 and October 31, 2013, respectively. The Company's variable interests in these entities consist of the Company's direct ownership in these entities and any collateral management fees earned but uncollected. The Company's investment in these entities totaled $7.7 million and $5.4 million as of April 30, 2014 and October 31, 2013, respectively. Collateral management fees receivable for these CLO entities totaled $2.0 million and $2.1 million on April 30, 2014 and October 31, 2013, respectively. In the first six months of fiscal 2014, the Company did not provide any financial or other support to these entities that it was not previously contractually required to provide. The Company's risk of loss with respect to these managed CLO entities is limited to the carrying value of its investments in, and collateral management fees receivable from, the CLO entities as of April 30, 2014.

The Company's investments in non-consolidated CLO entities are disclosed as a component of investments in Note 5. Income from these entities is recorded as a component of gains (losses) and other investment income, net, in the Company's Consolidated Statements of Income, based upon projected investment yields.

The Company holds variable interests in, but is not deemed to be the primary beneficiary of, certain sponsored privately offered equity funds with total assets of $10.2 billion and $9.8 billion as of April 30, 2014 and October 31, 2013, respectively. The Company has determined that these entities qualify for the deferral to certain provisions of FASB ASC Subtopic 810-10 – Consolidation- Overall, afforded by ASU 2010-10, Consolidation – Amendments for Certain Investment Funds (the “Investment Company deferral”) and thus determines whether it is the primary beneficiary of these entities by virtue of its exposure to the expected losses and expected residual returns of the entity. The Company's variable interests in these entities consist of the Company's direct ownership therein, which in each case is insignificant relative to the total ownership of the fund, and any investment advisory fees earned but uncollected. The Company held investments in these entities totaling $6.1 million and $5.6 million on April 30, 2014 and October 31, 2013, respectively, and investment advisory fees receivable totaling $0.5 million on both April 30, 2014 and October 31, 2013. In the first six months of fiscal 2014, the Company did not provide any financial or other support to these entities that it was not contractually required to provide. The Company's risk of loss with respect to these managed entities is limited to the carrying value of its investments in and investment advisory fees receivable from the entities as of April 30, 2014. The Company does not consolidate these VIEs because it does not hold the majority of the risks and rewards of ownership.

The Company's investments in privately offered equity funds are carried at fair value and included in investment securities, available for sale, which are disclosed as a component of investments in Note 5. The Company records any change in fair value, net of income tax, in other comprehensive income (loss).