Administration February 8, 2001

Eaton Vance on Buying Binge

August 2, 2001 (PLANSPONSOR.com) - Eaton Vance has signed a definitive agreement to acquire 70% of Atlanta Capital Management Company for $75 million - a move that comes on the heels of recently announced plans to acquire Fox Asset Management.
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Atlanta Capital has over 80 institutional clients, including public pension funds, Taft-Hartley plans, corporations, and charitable and religious organizations.

Apart from managing $4.9 billion in large cap growth equities, Atlanta Capital also manages $1.3 billion in fixed-income assets, and offers a small-cap equity product with approximately $300 million in assets.

The deal, coupled with the recent acquisition of Fox Asset Management, Inc., will increase Eaton Vance?s assets under management by approximately 16% to $58 billion.

Autonomous

Atlanta Capital will become an indirect subsidiary of Eaton Vance, operating as an autonomous business unit under its current management team, the members of which have all signed long-term employment contracts.

Under the agreement, 80% of the $75 million will be paid in cash and the remainder in stock. Employees of Atlanta Capital will continue to hold the remaining 30% of the company?s stock with the right to sell to Eaton Vance over a five-year period beginning in 2005.

Eaton Vance will have the right to purchase the 30% minority interest in two stages in 2007 and 2009, the price based on a multiple of earnings before interest and taxes.

The transaction is expected to close by October 31, 2001, subject to various approvals.

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