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SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Enterprise Accumulation Trust
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[Enterprise Accumulation Trust LOGO]
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February 28, 2001
Dear Contractholder:
We are pleased to enclose an information statement about changes affecting
three Portfolios of Enterprise Accumulation Trust ("EAT"): the Capital
Appreciation Portfolio, the Growth Portfolio and the Balanced Portfolio (each a
"Portfolio," and collectively, the "Portfolios"). The first change concerns a
change in ownership of Marsico Capital Management, LLP ("Marsico"), the
Portfolio Manager for the Capital Appreciation Portfolio. The second change
concerns a change in ownership of Montag & Caldwell, Inc. ("Montag," and
together with Marsico, the "Portfolio Managers"), Portfolio Manager for the
Growth Portfolio and the Balanced Portfolio.
On January 2, 2001, Marsico Management Holdings, LLC, a subsidiary of Bank
of America Corporation ("Bank of America"), a Delaware corporation, increased
its ownership of Marsico from 50% to 100% (the "Marsico Transaction"). The
Marsico Transaction resulted in a change in control of Marsico.
On February 1, 2001, Alleghany Asset Management, Inc. ("AAM"), the parent
company of Montag merged with a subsidiary of ABN AMRO North America Holding
Company (the "Montag Transaction"). The Montag Transaction resulted in a change
in control of Montag.
As a result of each change in ownership, the respective Portfolio Manager's
Agreements with respect to the Capital Appreciation, Growth and Balanced
Portfolios terminated automatically as a matter of law. The Board of Trustees of
EAT, acting pursuant to an exemptive order granted by the Securities and
Exchange Commission, approved a new Portfolio Manager's Agreement with Marsico
with respect to the Capital Appreciation Portfolio, effective as of January 2,
2001, and new Portfolio Manager's Agreements with Montag with respect to the
Growth Portfolio and the Balanced Portfolio, effective as of February 1, 2001.
The management fees paid by the Portfolios to Enterprise Capital
Management, Inc., the investment adviser to the Portfolios, will not change as a
result of the new Portfolio Manager's Agreements. The terms of the new Portfolio
Manager's Agreements with the respective Portfolio Managers are substantially
the same as the terms of the prior agreements in all material respects. The
management fees paid to and the services provided by the Portfolio Managers will
not change.
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We encourage you to read the attached information statement, which more
fully describes the Marsico Transaction and the Montag Transaction and the Board
of Trustees' approval of the new Portfolio Manager's Agreements. We look forward
to working with Marsico and Montag to assist you in working toward your
investment goals. Thank you for your continued support.
Sincerely,
/s/ VICTOR UGOLYN
Victor Ugolyn
Chairman, President, and Chief Executive Officer
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ENTERPRISE ACCUMULATION TRUST
CAPITAL APPRECIATION PORTFOLIO
GROWTH PORTFOLIO
BALANCED PORTFOLIO
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E., SUITE 450
ATLANTA, GA 30326-1022
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INFORMATION STATEMENT
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PRELIMINARY COPY
We are providing this information statement to the contractholders of the
Capital Appreciation Portfolio, Growth Portfolio and Balanced Portfolio (each a
"Portfolio," and collectively, the "Portfolios"), each a separate series of
Enterprise Accumulation Trust ("EAT"), in lieu of a proxy statement, pursuant to
the terms of an exemptive order that EAT has received from the Securities and
Exchange Commission (the "SEC"). The order permits EAT's investment adviser,
Enterprise Capital Management, Inc. ("Enterprise Capital"), to appoint new
subadvisers ("Portfolio Managers") and to make changes to existing Portfolio
Manager agreements with the approval of EAT's Board of Trustees, but without
obtaining shareholder approval. This information statement will be mailed on or
about February 28, 2001. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Shares of beneficial interest ("Shares") of EAT are presently sold to MONY
Life Insurance Company ("MONY") and its affiliate, MONY Life Insurance Company
of America ("MONY America") for allocation to variable accounts established by
MONY and MONY America (collectively the "Variable Accounts") to provide benefits
to contractholders ("Contractholders") of variable annuity and variable life
insurance contracts ("Contracts") issued by those companies.
SHARE OWNERSHIP
As of , 2001, there were Shares outstanding of the
Capital Appreciation Portfolio, Shares outstanding of the Growth
Portfolio and Shares outstanding of the Balanced Portfolio. As of
, 2001, MONY and MONY America owned all of the outstanding Shares of
EAT. Although shares held by the Variable Accounts generally will be voted in
accordance with instructions received from Contractholders, if voting were
required, EAT might nevertheless be deemed to be controlled by MONY and MONY
America by virtue of the definition of "control" contained in the Investment
Company Act of 1940, as amended (the "1940 Act"). MONY and MONY America disclaim
such control.
To the knowledge of EAT, as of February 28, 2001, no single person or
"group" (as such term is used in Section 13(d) of the Securities Exchange Act of
1934), had the power to direct the vote of more than 5% of the outstanding
shares of any of the Portfolios. As of February 28, 2001, Trustees and officers
of EAT as a group beneficially owned none of EAT's outstanding shares. The cost
of this information statement will be paid by Marsico Capital Management, LLC
("Marsico") and Montag & Caldwell, Inc. ("Montag") or their respective
affiliates.
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THE TRUST
The Portfolios are investment portfolios of EAT, a Massachusetts business
trust. EAT entered into an investment advisory agreement with Enterprise
Capital, dated July 1, 1999 (the "Adviser's Agreement"). Under the Adviser's
Agreement, Enterprise Capital is responsible for selecting, subject to the
review and approval by the Board of Trustees, one or more subadvisers (the
"Portfolio Managers") to manage each investment portfolio of EAT. The Adviser's
Agreement also gives Enterprise Capital the responsibility to review and monitor
the performance of the Portfolio Managers on an ongoing basis, and to recommend
to the Board of Trustees changes to the roster of Portfolio Managers as
appropriate. Enterprise Capital also is responsible for conducting all business
operations of EAT, except those operations contracted to EAT's custodian and
transfer agent. As compensation for these services, Enterprise Capital receives
a fee from each investment portfolio of EAT, from which Enterprise Capital pays
all fees due to the Portfolio Managers. The investment portfolios of EAT,
therefore, pay no fees directly to the Portfolio Managers.
Enterprise Capital recommends Portfolio Managers for the investment
portfolios to the Board on the basis of its continuing quantitative and
qualitative evaluation of the Fund Manager's skills in managing assets pursuant
to specific investment styles and strategies in accordance with the objectives
of each investment portfolio. Short-term investment performance by itself is not
a significant factor in selecting or terminating a Portfolio Manager, and
Enterprise Capital does not expect to recommend frequent changes of Portfolio
Managers.
The Portfolio Managers do not provide any services to the investment
portfolios other than investment management and related record-keeping services.
However, in accordance with the procedures adopted by the Board, a Portfolio
Manager, or its affiliated broker-dealer, may execute transactions for the
Portfolios and receive brokerage commissions in connection therewith as
permitted by Section 17(e) of the 1940 Act and the rules thereunder.
CHANGE IN OWNERSHIP OF MARSICO CAPITAL MANAGEMENT, LLC [("MARSICO")]
THE PORTFOLIO MANAGER'S AGREEMENT
Marsico has served as Portfolio Manager to the Capital Appreciation
Portfolio since November 1, 1999, pursuant to a Portfolio Manager's Agreement
among EAT, Enterprise Capital and Marsico (the "Previous Capital Appreciation
Portfolio Agreement").
Under the 1940 Act, a change in ownership of an investment company's
adviser or subadviser is deemed to be an assignment of the advisory contract,
which automatically terminates the contract. On January 2, 2001, the general and
limited partners of TFM Holdings, LLP ("TFM Holdings"), which held a 50%
ownership interest in Marsico, sold their interests in TFM Holdings to Marsico
Management Holdings, LLC ("Marsico Management"), a subsidiary of Bank of America
Corporation (the "Marsico Transaction"). Upon consummation of the Marsico
Transaction, Marsico Management increased its ownership of Marsico from 50% to
100%. The Marsico Transaction effectively terminated the Previous Capital
Appreciation Portfolio Agreement. The Board of Trustees of EAT approved a new
Portfolio Manager's Agreement on September 12, 2000 (the "New Capital
Appreciation Portfolio Agreement").
PREVIOUS CAPITAL APPRECIATION PORTFOLIO AGREEMENT
Under the Adviser's Agreement, the Capital Appreciation Portfolio pays per
year to Enterprise Capital a management fee equal to 0.75% of its average daily
net assets. From this amount, under the Previous Capital
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Appreciation Portfolio Agreement, Enterprise Capital paid to Marsico fees per
year equal to 0.45% of assets under management. For the fiscal year ended
December 31, 2000, the Capital Appreciation Portfolio paid to Enterprise Capital
management fees in the amount of $458,443, of which Enterprise Capital paid
$275,066 to Marsico.
THE NEW CAPITAL APPRECIATION PORTFOLIO AGREEMENT
The fees payable to Marsico will not change under the New Capital
Appreciation Portfolio Agreement, which is identical in all material respects to
the Previous Capital Appreciation Portfolio Agreement. The form of the New
Capital Appreciation Portfolio Agreement is attached to this Information
Statement as Exhibit A.
Pursuant to both the Previous Capital Appreciation Portfolio Agreement and
the New Capital Appreciation Portfolio Agreement (together, the "Capital
Appreciation Portfolio Agreement"), Enterprise Capital has delegated to Marsico
the responsibility, subject to Enterprise Capital's supervision, to advise with
respect to the investment and reinvestment of the assets of the Capital
Appreciation Portfolio, or such portion of the assets of the Capital
Appreciation Portfolio as Enterprise Capital shall specify from time to time, in
accordance with the investment objectives, restrictions and limitations of the
Capital Appreciation Portfolio, as set forth in its most current Registration
Statement. Marsico's responsibilities include providing investment research,
advice and supervision, and making and executing decisions as to specific
investments for the Capital Appreciation Portfolio.
The Capital Appreciation Portfolio Agreement provides that Marsico is not
liable to the Capital Appreciation Portfolio, EAT or the shareholders thereof
for any mistake of judgment, act or omission in the course of, or connected
with, the services rendered by Marsico under the Agreement, except in the case
of willful misfeasance, bad faith or gross negligence by Marsico, or reckless
disregard of its obligations and duties thereunder.
The Capital Appreciation Portfolio Agreement may be terminated by any party
thereto on thirty (30) days written notice, without the payment of any penalty.
THE BOARD OF TRUSTEES' DECISION
In approving the New Capital Appreciation Portfolio Agreement, the Board of
Trustees considered a number of material factors, including, but not limited to:
(i) that the terms and conditions of the New Capital Appreciation Portfolio
Agreement are identical in all material respects to those of the Previous
Capital Appreciation Portfolio Agreement, (ii) that the change in control of
Marsico is not anticipated to affect its personnel or operations, (iii) the
performance of the Capital Appreciation Portfolios since Marsico became
Portfolio Manager for the Portfolio, (iv) the nature and quality of services
rendered by Marsico, and (v) that the New Capital Appreciation Portfolio
Agreement would secure the continuity of such services. The Board considered
these factors to be of equal weight and importance. On the basis of its review
of the New Capital Appreciation Portfolio Agreement and relevant information,
the Board concluded that the New Capital Appreciation Portfolio Agreement is
fair, reasonable and in the best interests of the shareholders of the Capital
Appreciation Portfolio. Accordingly, the Board of Trustees, including the
Trustees who are not interested persons of EAT, Enterprise Capital or a
Portfolio Manager (the "Independent Trustees"), unanimously approved the New
Capital Appreciation Portfolio Agreement.
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INFORMATION ABOUT MARSICO
The following is a description of Marsico, which is based on information
provided by Marsico. Marsico is not affiliated with Enterprise Capital or EAT
other than by reason of serving as Portfolio Manager to the Capital Appreciation
Portfolio.
Marsico is a Delaware limited liability company with principal offices at
1200 17th Street, Suite 1300, Denver, Colorado 80202. Marsico was established in
September 1997 by Thomas F. Marsico and TFM Holdings. Its principal source of
income is professional fees received from providing continuing investment advice
to: 1) registered mutual funds distributed to retail investors, 2) registered
mutual funds that serve as funding vehicles for variable life insurance policies
and variable annuity contracts, 3) institutions, 4) individuals and 5) private
funds. As of December 31, 2000, Marsico had approximately $15 billion in assets
under management for all clients. Information about other investment companies
advised by Marsico with a similar investment objective to the Capital
Appreciation Portfolio is set forth in Exhibit D.
Thomas F. Marsico, Chairman and Chief Executive Officer, is responsible for
the day-to-day management of the Capital Appreciation Portfolio. Prior to
forming Marsico, Mr. Marsico served as the Portfolio Manager of the Janus Twenty
Fund from 1988 to 1997 and the Janus Growth and Income Fund from 1991 to 1997.
Information about the Board of Directors and principal executive officers of
Marsico is set forth below. Unless otherwise stated, the principal occupation of
each person listed below is his or her position with Marsico. Unless otherwise
indicated, the address of each person listed below is the principal office of
Marsico set forth above.
NAME (ADDRESS) TITLE/POSITION OTHER BUSINESS ACTIVITIES
Thomas F. Marsico Chairman, Chief Executive
Officer
Barbara M. Japha President and Director
Christie L. Austin Vice President and Chief
Financial Officer
Robert H. Gordon Director President, NationsBank
101 S. Tryon Street, Advisors, Inc.
Charlotte, NC 28255
Owen G. Shell Director President, Wealth Management
800 Market Street, Group, Bank of America
St. Louis, MO 63101
Christopher J. Marsico Chief Operating Officer and
Director
Frank L. Gentry Director
101 S. Tryon Street,
Charlotte, NC 28255
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INFORMATION ABOUT BANK OF AMERICA
The following is a description of Bank of America, which is based on
information provided EAT by Bank of America. Bank of America is not affiliated
with Enterprise Capital or EAT other than by reason of Marsico serving as
Portfolio Manager.
Bank of America Corporation, a Delaware corporation, is a bank holding
company and a financial holding company headquartered at Bank of America
Corporate Center, 100 North Tryon Street, Charlotte, North Carolina. Bank of
America Corporation provides a diversified range of banking and nonbanking
services and products both domestically and internationally through three major
business segments: Consumer and Commercial Banking, Asset Management and Global
Corporate and Investment Banking. As of September 30, 2000, Bank of America had
$617 billion in assets.
INFORMATION ABOUT BROKERAGE TRANSACTIONS
Marsico is a registered broker-dealer and is affiliated with one or more
registered broker-dealers. From time to time, a portion of the brokerage
transactions of the Capital Appreciation Portfolio may be conducted with such
broker-dealers, subject to policies established by EAT's Board to ensure that
all brokerage commissions paid by the Capital Appreciation Portfolio are fair
and reasonable. For the fiscal year ended December 31, 2000, EAT paid $[ ]
in brokerage commissions with respect to the Capital Appreciation Portfolio to
affiliated broker-dealers of Marsico, which represented % of the
Portfolio's aggregate brokerage commissions paid to such affiliated
broker-dealers.
CHANGE IN OWNERSHIP OF MONTAG & CALDWELL, INC.
THE PORTFOLIO MANAGER'S AGREEMENTS
Montag has served as Portfolio Manager to the Growth Portfolio (and its
predecessor, Alpha Fund, Inc.) since 1968. Montag serves as Portfolio Manager to
the Growth Portfolio pursuant to an agreement dated February 1, 2000 (the
"Previous Growth Portfolio Agreement"). Montag serves as Portfolio Manager to
the Balanced Portfolio pursuant to an agreement dated June 30, 1999 (the
"Previous Balanced Portfolio Agreement," and together with the Previous Growth
Portfolio Agreement, the "Previous Montag Agreements").
On February 1, 2001, Alleghany Asset Management, Inc. ("AAM"), 171 North
Clark Street, Chicago, Illinois 60601, the parent company of Montag, was merged
with a subsidiary of ABN AMRO North America Holding Company ("ABN AMRO") (the
"Montag Transaction"). The Montag Transaction resulted in a change in control of
Montag and effectively terminated the Previous Montag Agreements. The Board of
Trustees of EAT approved new Portfolio Manager's Agreements with Montag with
respect to the Growth Portfolio and the Balanced Portfolio on September 12, 2000
(the "New Growth Portfolio Agreement," and the "New Balanced Portfolio
Agreement," respectively, and together, the "New Montag Agreements").
PREVIOUS GROWTH PORTFOLIO AGREEMENT
Under the Adviser's Agreement, the Growth Portfolio pays per year to
Enterprise Capital a management fee equal to 0.75% of its average daily net
assets. From this amount, under the Previous Growth Portfolio Agreement,
Enterprise Capital paid to Montag fees per year equal to 0.30% of the first $1
billion of assets under management and 0.20% for assets under management over $1
billion. For the fiscal year ended
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December 31, 2000, the Growth Portfolio paid to Enterprise Capital management
fees in the amount of $2,155,018, of which Enterprise Capital paid $880,358 to
Montag.
PREVIOUS BALANCED PORTFOLIO AGREEMENT
Under the Adviser's Agreement, the Balanced Portfolio pays per year to
Enterprise Capital a management fee equal to 0.75% of its average daily net
assets. From this amount, under the Previous Balanced Fund Agreement, Enterprise
Capital paid to Montag fees per year equal to 0.30% of the first $100,000,000 of
assets under management; 0.25% for assets under management from $100,000,000 to
$200,000,000; and 0.20% for assets under management over $200,000,000. For the
fiscal year ended December 31, 2000, the Balanced Portfolio paid to Enterprise
Capital management fees in the amount of $103,984, of which Enterprise Capital
paid $41,594 to Montag.
THE NEW MONTAG AGREEMENTS
The fees will not change under the New Montag Agreements, which are
substantially the same in all material respects to the Previous Montag
Agreements. The form of the New Growth Portfolio Agreement is attached to this
Information Statement as Exhibit B and the form of the New Balanced Portfolio
Agreement is attached to this Information Statement as Exhibit C.
Pursuant to the Previous Montag Agreements and the New Montag Agreements
(together, the "Montag Agreements"), Enterprise Capital has delegated to Montag
the responsibility, subject to Enterprise Capital's supervision, to advise with
respect to the investment and reinvestment of the assets of the Growth Portfolio
and the Balanced Portfolio, or such portion of the assets of such Portfolios as
Enterprise Capital shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolios, as set
forth in their most current Registration Statement. Montag's responsibilities
include providing investment research, advice and supervision, and making and
executing decisions as to specific investments for the Growth Portfolio and the
Balanced Portfolio.
The Montag Agreements provide that Marsico is not liable to the Enterprise
Capital, EAT, the Portfolios or the shareholders thereof for any mistake of
judgment, act or omission in the course of, or connected with, the services
rendered by Montag under the Agreement, except in the case of willful
misfeasance, bad faith or gross negligence by Montag, or reckless disregard of
its obligations and duties thereunder.
The New Montag Agreements may be terminated by any party thereto on thirty
(30) days written notice, without the payment of any penalty.
THE BOARD OF TRUSTEES' DECISION
In approving the New Montag Agreements, the Board of Trustees considered a
number of material factors, including, but not limited to: (i) that the terms
and conditions of the New Montag Agreements are substantially the same in all
material respects to those of the Previous Montag Agreements, (ii) statements
from ABM AMRO that it does not intend to make any material changes to Montag's
financial, human and other resources that would adversely impact Montag's
ability to provide the same quality of Portfolio Manager services that it has
provided in the past, (iii) the historical performance of the Growth Portfolio
and the Balanced Portfolio, (iv) the nature and quality of services rendered by
Montag, and (v) that the New Montag Agreements would secure the continuity of
such services. The Board considered these factors to be of equal weight and
importance. On the basis of its review of the New Montag Agreements and relevant
information, the Board concluded that the New Montag Agreements are fair,
reasonable and in the best interests of the
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Contractholders of the Growth Portfolio and the Balanced Portfolio. Accordingly,
the Board of Trustees, including the Independent Trustees, unanimously approved
the New Montag Agreements.
INFORMATION ABOUT MONTAG
The following is a description of Montag, which is based on information
provided by Montag. Montag is not affiliated with Enterprise Capital or EAT
other than by reason of serving as Portfolio Manager to one or more investment
portfolios of EAT.
Founded in 1945, Montag is a Georgia corporation. The principal business
address of Montag is 3455 Peachtree Road, NE, Suite 1200, Atlanta, Georgia
30326-1022. Montag managed approximately $29.1 billion in assets as of December
31, 2000. Information about other investment companies managed by Montag with a
similar investment objective to the Growth Portfolio and the Balanced Portfolio
is set forth in Exhibit E. Information about the Board of Directors and
principal executive officers of Montag is set forth below. Unless otherwise
indicated, the address of each person set forth below is the principal office of
Montag.
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NAME (ADDRESS) TITLE/POSITION OTHER BUSINESS ACTIVITIES
Stuart D. Bilton Director President and Director, AAM;
171 North Clark Street Chairman, Chicago Capital
Chicago, IL 60601 Management, Inc.; Director of
each of the following
entities: The Chicago Trust
Company of California, TAMRO
Capital Partners LLC, Veredus
Asset Management LLC, Chicago
Deferred Exchange
Corporation, Chicago Deferred
Exchange Corporation of
California, Alleghany
Investment Services, Inc.;
President and Chief Executive
Officer, Blairlogie
International LLC; Trustee,
Alleghany Asset Management
Foundation
Ronald E. Canakaris Director, Chief Executive Director, AAM
Officer, President
David B. Cuming* Director Senior Vice President and
375 Park Avenue Chief Financial Officer,
New York, NY 10152 Alleghany Corporation;
Director of the following
entities: AAM, Blairlogie
Capital Management
Solon P. Patterson Chairman The Georgia Chamber of
Commerce; Board Member of
Governors of the Investment
Counsel Association of
America
William A. Vogel Director, Senior Vice Director, XYZ Solutions Inc.
President
Elizabeth C. Chester Secretary
Brian W. Stahl Treasurer
* Mr. Cuming will resign from his positions as Director of AAM, Montag and
Blairlogie Capital Management upon consummation of the Montag Transaction.
INFORMATION ABOUT ABN AMRO NORTH AMERICA HOLDING COMPANY
The following is a description of ABN AMRO, which is based on information
provided by ABN AMRO. ABN AMRO is not affiliated with Enterprise Capital or EAT
other than by reason of Montag serving as Portfolio Manager to one or more
investment portfolios of EAT.
ABN AMRO is a wholly-owned subsidiary of ABN AMRO Bank N.V. ("ABN AMRO
Bank"). ABN AMRO Bank was formed in September 1991 following the merger of
Algemene Bank Nederland N.V. and Amsterdam-Rotterdam Bank N.V., the two largest
banks of the Netherlands. ABN AMRO Bank is wholly-
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owned by ABN AMRO Holding N.V. ("Holding"), a publicly listed company. Stichting
Administratiekantoor ABN AMRO Holding ("Stichting"), holds and administers 99.9%
of the preference shares of Holding. Stichting is a non-membership organization
(i.e., an entity without shareholders or other members that is similar to a
trust or foundation) with a self-appointing managing board organized under the
laws of the Netherlands. Pursuant to the Articles of Association of Holding, the
holder of the one priority share of Holding, Stichting Prioriteit ABN AMRO
Holding, a non-membership organization with a self-appointing managing board
organized under the laws of the Netherlands, determines the members of the
managing board and supervisory board of Holding.
Through ABN AMRO Asset Management ("AAAM"), its asset management arm, ABN
AMRO Bank has managed domestic, regional and international equity and fixed
income portfolios since 1933. Mutual funds account for over 48% of AAAM's assets
under management, totaling over $59 billion of the total assets of $122 billion,
as of June 30, 2000.
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at the Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of EAT. Enterprise Capital is a second-tier subsidiary
of The MONY Group Inc. Enterprise Fund Distributors, Inc. is EAT's principal
underwriter, and its address is 3343 Peachtree Road N.E., Suite 450, Atlanta,
Georgia 30326-1022. Enterprise Capital also provides investment advisory
services to The Enterprise Group of Fund, Inc. ("EGF"). The Capital Appreciation
Portfolio, the Growth Portfolio and the Balanced Portfolio of EAT each has an
identical investment objective to the Capital Appreciation Fund, the Growth Fund
and the Balanced Fund of EGF, respectively.
ADDITIONAL INFORMATION
EAT is not required to hold annual meetings of Contractholders; therefore,
it cannot be determined when the next meeting of Contractholders will be held.
Contractholder proposals intended to be considered for inclusion in the proxy
statement for the next meeting of Contractholders must be received by the EAT a
reasonable time before the proxy statement is mailed. Whether a Contractholder
proposal will be included in the proxy statement will be determined in
accordance with the applicable state and federal laws.
Copies of EAT's most recent annual and semi-annual reports are available
without charge. You may obtain a copy of these reports by calling 800-432-4320,
or writing to The MONY Group Inc., 1740 Broadway, New York, New York 10019.
By Order of the Board of Trustees,
/s/ CATHERINE R. MCCLELLAN
Catherine R. McClellan
Secretary
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EXHIBIT A
CAPITAL APPRECIATION PORTFOLIO AGREEMENT
A-1
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EXHIBIT B
GROWTH PORTFOLIO AGREEMENT
B-1
15
EXHIBIT C
BALANCED PORTFOLIO AGREEMENT
C-1
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EXHIBIT D
ADVISORY FEES FOR CERTAIN OTHER FUNDS ADVISED OR SUBADVISED
BY MARSICO CAPITAL MANAGEMENT, LLC
FUND ASSETS TOTAL
($ MILLIONS)* ADVISORY FEE SUBADVISORY FEE
(% AVERAGE DAILY (% AVERAGE DAILY
NET ASSETS) NET ASSETS)
Marsico Growth and 0.85
Income Fund
Nations Marsico Growth 647.8 0.85 0.45
& Income Fund
Nations Marsico 143.6 0.85 0.45
Focused Equities
Variable Annuity
Portfolio
Marsico Capital Growth 1,887.7 0.90 0.45
Portfolio, a series
of the American
Skandia Trust
Marsico Capital Growth 1,073.6 1.00 0.45
Fund, a series of
American Skandia
Advisor Funds, Inc.
Style Select Focused 103.4 1.00 0.45
Growth & Income
Portfolio Fund
Frank Russell 126.4 0.55 0.35
Investment Company
Equity I Fund
Frank Russell 124.2 0.73 0.35
Investment Company
Diversified Equity
Fund
Capital Appreciation 285.6 0.75 0.45
Fund of Enterprise
Group of Funds, Inc.
* As of July 31, 2000.
D-1
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EXHIBIT E
ADVISORY FEES FOR CERTAIN OTHER FUNDS SUBADVISED
BY MONTAG & CALDWELL, INC.
TOTAL
TOTAL NET ADVISORY FEE SUBADVISORY FEE
ASSETS (% AVERAGE (% AVERAGE DAILY
GROWTH FUNDS ($ MILLIONS)* DAILY NET ASSETS) NET ASSETS)
Vision Large Cap 0.85 0.50 first $50 million
Growth Fund 0.40 next $50 million
0.30 next $100 million
0.20 thereafter
Alleghany/Montag & 2,701 0.80 first
Caldwell Growth Fund $800,000
0.60 thereafter
The Enterprise Group 308 0.30 first $1 billion
of Funds, Inc. 0.20 thereafter
Growth Fund
TOTAL
TOTAL NET ADVISORY FEE SUBADVISORY FEE
ASSETS (% AVERAGE (% AVERAGE DAILY
BALANCED FUNDS ($ MILLIONS)* DAILY NET ASSETS) NET ASSETS)
The Enterprise Group 14 0.30 first $100
of Funds, Inc. million
Balanced Fund 0.25 next $100 million
0.20 thereafter
Alleghany/Montag & 336 0.75
Caldwell Balanced
Fund
* As of October 31, 2000.
E-1