0001145443-07-003083 Sample Contracts

EATON VANCE CORP. WRITTEN CONSENT OF VOTING TRUSTEES AND HOLDERS OF VOTING TRUST RECEIPTS
Eaton Vance Corp • September 25th, 2007 • Investment advice

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:

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EATON VANCE CORP. WRITTEN CONSENT OF VOTING TRUSTEES HOLDERS OF VOTING TRUST RECEIPTS
Eaton Vance Corp • September 25th, 2007 • Investment advice

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.

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