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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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] 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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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 February 16, 2001, there were 10,472,822.096 Shares outstanding of
the Capital Appreciation Portfolio, 53,473,366.176 Shares outstanding of the
Growth Portfolio and 3,441,888.817 Shares outstanding of the Balanced Portfolio.
As of February 28, 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 Portfolio 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 AGREEMENTS
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, dated November 1, 1999 (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 wholly-owned subsidiary of
Bank of America, N.A., which is in turn a wholly-owned subsidiary of Bank of
America Corporation ("Bank of America") (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"). The New Capital
Appreciation Portfolio Agreement became effective January 3, 2001.
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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 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.
Under the New Capital Appreciation Portfolio Agreement, EAT may terminate
Marsico at any time by vote of the Board of Trustees, and Marsico may terminate
upon thirty (30) days written notice. The New Capital Appreciation Portfolio
Agreement shall terminate immediately upon its assignment.
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 contractholders of the Capital
Appreciation Portfolio. Accordingly, the Board of Trustees, including the
Trustees who are not
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interested persons of EAT, Enterprise Capital or a Portfolio Manager (the
"Independent Trustees"), unanimously approved the New Capital Appreciation
Portfolio Agreement.
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
Robert Lojkovic Executive Vice President and
Director of Marketing
Christie L. Austin Vice President and Chief
Financial Officer
Mary Watson Vice President of Client
Services
Robert H. Gordon Director President, NationsBank
101 S. Tryon Street, Advisors, Inc.
Charlotte, NC 28255
Christopher J. Marsico Chief Operating Officer and
Director
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INFORMATION ABOUT BANK OF AMERICA AND MARSICO MANAGEMENT
The following is a description of Bank of America, which is based on
information provided 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, 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 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.
The address of Marsico Management is 100 N. Tryon Street, Charlotte, North
Carolina.
INFORMATION ABOUT BROKERAGE TRANSACTIONS
Marsico is a registered broker-dealer and is affiliated with a registered
broker-dealer. 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 $9,945 in brokerage
commissions with respect to the Capital Appreciation Portfolio to affiliated
broker-dealers of EAT's Portfolio Manager, which represented 10.06% of the
Portfolio's aggregate brokerage commissions. Bank of America Securities LLC
("Banc of America Securities") is the only affiliated broker/dealer of Marsico.
Banc of America Securities is an indirect wholly-owned subsidiary of Bank of
America.
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. Following the
Montag Transaction, Montag is now wholly-owned by The Chicago Trust Company,
which is an indirect wholly-owned subsidiary of ABN AMRO. 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"). The New Montag
Agreements became effective February 1, 2001.
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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 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 Portfolio 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 contractholders 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.
Under the New Montag Agreements, EAT may terminate Montag at any time by
vote of the Board of Trustees, and Montag may terminate upon thirty (30) days
written notice. The New Montag Agreements shall terminate immediately upon their
assignment.
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
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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 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 AND CHICAGO TRUST
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. The principal business address of the Chicago Trust Company is 171
N. Clark Street, Chicago, Illinois 60601. 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 BROKERAGE TRANSACTIONS
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 wholly-owned by MONY
Life Insurance Company, which in turn is wholly-owned by 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 Funds, 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 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
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 3rd day of January 2001, is among Enterprise
Accumulation Trust (the "Fund"), a Massachusetts business trust, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Marsico Capital Management, LLC, a Colorado LLC, (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement with the
Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's
Agreement, the Adviser has agreed to render investment advisory and certain
other management services to all of the portfolios of the Fund, and the Fund has
agreed to employ the Adviser to render such services and to pay to the Adviser
certain fees therefore. The Investment Adviser's Agreement recognizes that the
Adviser may enter into agreements with other investment advisers who will serve
as portfolio managers to the portfolios.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Capital Appreciation Portfolio of the Fund
(the "Capital Appreciation Portfolio") securities investment advisory services
for that Capital Appreciation Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employ the Portfolio Manager to render
certain investment advisory services to the Capital Appreciation Portfolio,
as set forth herein. The Portfolio Manager hereby accepts such employment
and agrees to perform such services on the terms herein set forth, and for
the compensation herein provided.
(2) The Portfolio Manager shall furnish the Capital Appreciation
Portfolio advice 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 the Adviser shall specify from
time to time, with full discretion in accordance with the investment
objectives, restrictions and limitations applicable to the Capital
Appreciation Portfolio which are set forth in the Fund's most recent
Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Capital Appreciation Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances regarding
holdings or valuations to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be deemed to
be an independent contractor. The Portfolio Manager has no authority to act
for or represent the Fund or the portfolios in any way except to direct
securities transactions pursuant to its investment advice hereunder. The
Portfolio Manager is not an agent of the Fund or the portfolios.
A-1
14
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the twentieth
(20) day after the close of each calendar month, a sum equal to 0.0375 of
1% of the average of the daily closing net asset value of the Capital
Appreciation Portfolio managed by the Portfolio Manager during such month
(that is, 0.45 of 1% per year).
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in
the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the
Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way relieving
the Portfolio Manager of its responsibilities hereunder, it is agreed that
the Portfolio Manager may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which
its investment advice and service is furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio Manager
shall not be liable to the Fund, the Portfolio or the Adviser or to any
shareholder or shareholders of the Fund, the Portfolio or the Adviser for
any mistake of judgment, act or omission in the course of, or connected
with, the services to be rendered by the Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who are responsible for
investing assets of the Capital Appreciation Portfolio from taking, at any
time, a short position in any shares of any holdings of the Capital
Appreciation Portfolios for any accounts in which such individuals have a
beneficial interest, excluding short positions, including without
limitation, short against-the-box positions, effected for tax reasons. The
Portfolio Manager also will cooperate with the Fund in adopting a written
policy prohibiting insider trading with respect to Capital Appreciation
Portfolio transactions insofar as such transactions may relate to the
Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Capital Appreciation Portfolio, the
Portfolio Manager is authorized to select the brokers or dealers that will
execute purchase and sale transactions for the Portfolio, and is directed
to use its best efforts to obtain the best available price and most
favorable execution with respect to such purchases and sales of portfolio
securities for the Fund. Subject to this primary requirement, and
maintaining as its first consideration the benefits for the Capital
Appreciation Portfolio and its shareholders, the Portfolio Manager shall
have the right, subject to the approval of the Board of Trustees of the
Fund and of the Adviser, to follow a policy of selecting brokers and
dealers who furnish statistical research and other services to the Capital
Appreciation Portfolio, the Adviser, or the Portfolio Manager and, subject
to the Conduct Rules of the
A-2
15
National Association of Securities Dealers, Inc., to select brokers and
dealers who sell shares of portfolios.
(11) The Fund may terminate this Agreement by thirty (30) days written
notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Trustees, or by vote
of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the
Portfolio Manager and the Portfolio Manager may terminate this Agreement by
thirty (30) days written notice to the Adviser, without the payment of any
penalty. This Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such assignment from
the provision of Section 15(a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until 1/3/2002 and from
year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the Board of Trustees of the Fund, including a
majority of those Trustees who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically approved
at least annually by the vote of a majority of Trustees of the Fund who are
not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and directors and each person, if any, who controls
the Portfolio Manager within the meaning of Section 15 of the Securities
Act of 1933 (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any matter to which this
Portfolio Manager's Agreement relates. However, in no case (i) is this
indemnity to be deemed to protect any particular Indemnified Party against
any liability to which such Indemnified Party would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under this Portfolio Manager's Agreement or (ii) is
the Adviser to be liable under this indemnity with respect to any claim
made against any particular Indemnified Party unless such Indemnified Party
shall have notified the Adviser in writing within a reasonable time after
the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Portfolio Manager or such
controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls
the Adviser within the meaning of Section 15 of the Securities Act of 1933,
against any loss, liability, claim, damage or expense described in the
foregoing indemnity, but only with respect to the Portfolio Manager's
willful misfeasance, bad faith or gross negligence in the performance of
its duties under this Portfolio Manager's Agreement. In case any action
shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Portfolio Manager, the
Portfolio Manager shall have the rights and duties given to the Adviser,
and the Adviser and each person so indemnified shall have the rights and
duties given to the Portfolio Manager by the provisions of subsection (i)
and (ii) of this Paragraph 13.
A-3
16
(14) Except as otherwise provided in Paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of
the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) This Agreement is executed by the Trustees of the Fund, not
individually, but rather in their capacity as Trustees under the
Declaration of Trust made March 2, 1998. None of the Shareholders,
Trustees, officers, employees, or agents of the Fund shall be personally
bound or liable under this Agreement, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder
but only to the property of the Fund and, if the obligation or claim
relates to the property held by the Fund for the benefit of one or more but
fewer than all Portfolios, then only to the property held for the benefit
of the affected Portfolio.
(18) Unless otherwise permitted, all notices, instructions and advice
with respect to security transactions or any other matters contemplated by
this Agreement shall be deemed duly given when received in writing:
by the Portfolio Manager:
Marsico Capital Management, LLC
1200 17th Street, Suite 1300
Denver, CO 80202
by the Adviser:
Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
A-4
17
by the Fund:
Enterprise Accumulation Trust c/o Enterprise Capital Management,
Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
or by such other person or persons at such address or addresses as shall
be specified by the applicable party, in each case, in a notice
similarly given. Each party may rely upon any notice or other
communication from the other reasonably believed by it to be genuine.
(19) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same agreement.
(20) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Capital
Appreciation Portfolio.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
(SEAL) ENTERPRISE ACCUMULATION TRUST
ATTEST: /s/ CATHERINE R MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) MARSICO CAPITAL MANAGEMENT, LLC
ATTEST: /s/ CHRIS MARSICO By: /s/ BARBARA M. JAPHA
--------------------------------------- -------------------------------------------
Title V.P. Name: Barbara M. Japha
Title: President
A-5
18
EXHIBIT B
GROWTH PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 1st day of February, 2001, is among Enterprise
Accumulation Trust (the "Fund"), a Massachusetts business trust, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Montag & Caldwell, Inc., a Georgia corporation (hereinafter
referred to as "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement dated as
of September 9, 1994 with the Fund, ("Investment Adviser's Agreement"). Pursuant
to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the
Portfolios of the Fund, and the Fund has agreed to employ the Adviser to render
such services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the Portfolios
of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Growth Portfolio of the Fund (the "Growth
Portfolio") securities investment advisory services for that Fund.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employ the Portfolio Manager to render
certain investment advisory services to the Fund, as set forth herein. The
Portfolio Manager hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Portfolio Manager shall furnish the Growth Portfolio advice
with respect to the investment and reinvestment of the assets of the Growth
Portfolio, or such portion of the assets of the Fund as the Adviser shall
specify from time to time, in accordance with the investment objectives,
restrictions and limitations of the Portfolio as set forth in the Fund's
most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Portfolio to the holdings report provided by the Fund's custodian and
bring any material or significant variances regarding holdings or
valuations to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be deemed to
be an independent contractor. The Portfolio Manager has no authority to act
for or represent the Fund or the Portfolios in any way except to direct
securities transactions pursuant to its investment advice hereunder. The
Portfolio Manager is not an agent of the Fund or the Portfolio.
B-1
19
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the twentieth
(20th) day after the close of each calendar month, a sum equal to 0. 025 of
1% of the average of the daily closing net asset values of the Portfolio
managed by the Portfolio Manager during such month (that is, .30 of 1% per
year) for the first $1,000,000,000.00 under management and a sum equal to
.0167 of 1% of the average of daily closing net asset values for assets in
excess of $1,000,000,000.00 managed by the Portfolio Manager during such
month (that is .20 of 1% per year).
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in
the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the
Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way relieving
the Portfolio Manager of its responsibilities hereunder, it is agreed that
the Portfolio Manager may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which
its investment advice and service is furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio Manager
shall not be liable to the Fund, the Portfolio or the Adviser or to any
shareholder or shareholders of the Fund, the Portfolio or the Adviser for
any mistake of judgment, act or omission in the course of, or connected
with, the services to be rendered by the Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who are responsible for
investing assets of the Portfolio from taking, at any time, a short
position in any shares of any holdings of any Portfolios of the Fund for
any accounts in which such individuals have a beneficial interest,
excluding short positions, including without limitation, short
against-the-box positions, effected for tax reasons. The Portfolio Manager
also will cooperate with the Fund in adopting a written policy prohibiting
insider trading with respect to Fund Portfolio transactions insofar as such
transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase and
sale transactions for the Portfolio, and is directed to use its best
efforts to obtain the best available price and most favorable execution
with respect to such purchases and sales of portfolio securities for the
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Portfolios and its shareholders, the
Portfolio Manager shall have the right, subject to the approval of the
Board of Directors of the Fund and of the Adviser, to follow a policy of
selecting brokers and dealers who furnish statistical research and other
services to the Portfolio, the Adviser, or the Portfolio Manager and,
B-2
20
subject to the Conduct Rules of the National Association of Securities
Dealers, Inc., to select brokers and dealers who sell shares of Portfolios
of the Fund.
(11) The Fund may terminate this Agreement by thirty (30) days written
notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by
vote of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the
Portfolio Manager and the Portfolio Manager may terminate this Agreement by
thirty (30) days written notice to the Adviser, without the payment of any
penalty. This Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such assignment from
the provision of Section 15 (a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until February 1, 2002
and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a
majority of those Directors who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically approved
at least annually by the vote of a majority of Directors of the Fund who
are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such
approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and directors and each person, if any, who controls
the Portfolio Manager within the meaning of Section 15 of the Securities
Act of 1933 (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any matter to which this
Portfolio Manager's Agreement relates. However, in no case (i) is this
indemnity to be deemed to protect any particular Indemnified Party against
any liability to which such Indemnified Party would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under this Portfolio Manager's Agreement or (ii) is
the Adviser to be liable under this indemnity with respect to any claim
made against any particular Indemnified Party unless such Indemnified Party
shall have notified the Adviser in writing within a reasonable time after
the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Portfolio Manager or such
controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls
the Adviser within the meaning of Section 15 of the Securities Act of 1933,
against any loss, liability, claim, damage or expense described in the
foregoing indemnity, but only with respect to the Portfolio Manager's
willful misfeasance, bad faith or gross negligence in the performance of
its duties under this Portfolio Manager's Agreement. In case any action
shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Portfolio Manager, the
Portfolio Manager shall have the rights and duties given to the Adviser,
and the Adviser and each person so indemnified shall have the rights and
duties given to the Portfolio Manager by the provisions of subsection (i)
and (ii) of this section.
B-3
21
(14) Except as otherwise provided in paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of
the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) Unless otherwise permitted, all notices, instructions and advice
with respect to security transactions or any other matters contemplated by
this Agreement shall be deemed duly given when received in writing:
by the Portfolio Manager:
Montag & Caldwell, Inc.
3455 Peachtree Road, N.E., Suite 1200
Atlanta, GA 30326-3248
by the Adviser:
Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
by the Portfolio:
The Enterprise Group of Funds, Inc. c/o Enterprise Capital
Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
or by such other person or persons at such address or addresses as shall
be specified by the applicable party, in each case, in a notice
similarly given. Each party may rely upon any notice or other
communication from the other reasonably believed by it to be genuine.
(18) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same agreement.
(19) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Growth
Portfolio.
B-4
22
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
(SEAL) ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) ENTERPRISE ACCUMULATION TRUST
ATTEST: /s/ CATHERINE R MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) MONTAG & CALDWELL, INC.
ATTEST: /s/ ELIZABETH CHESTER By: /s/ RONALD E CANAKARIS
--------------------------------------- -------------------------------------------
Secretary
B-5
23
EXHIBIT C
BALANCED PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 1st day of February, 2001, is among Enterprise
Accumulation Trust (the "Fund"), a Massachusetts business trust, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Montag & Caldwell, Inc., a Georgia corporation, (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement with the
Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's
Agreement, the Adviser has agreed to render investment advisory and certain
other management services to all of the Portfolios of the Fund (the
"Portfolios"), and the Fund has agreed to employ the Adviser to render such
services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the Portfolios
of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Balanced Portfolio of the Fund (the
"Balanced Portfolio") securities investment advisory services for that Fund.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employ the Portfolio Manager to render
certain investment advisory services to the Balanced Portfolio, as set
forth herein. The Portfolio Manager hereby accepts such employment and
agrees to perform such services on the terms herein set forth, and for the
compensation herein provided.
(2) The Portfolio Manager shall furnish the Balanced Portfolio advice
with respect to the investment and reinvestment of the assets of the
Balanced Portfolio, or such portion of the assets of the Balanced Portfolio
as the Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations applicable to the
Balanced Portfolio which are set forth in the Fund's most recent
Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Balanced Portfolio to the holdings report provided by the Fund's
custodian and bring any material or significant variances regarding
holdings or valuations to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be deemed to
be an independent contractor. The Portfolio Manager has no authority to act
for or represent the Fund or the Portfolios in any way
C-1
24
except to direct securities transactions pursuant to its investment advice
hereunder. The Portfolio Manager is not an agent of the Fund or the
Portfolios.
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the twentieth
(20th) day after the close of each calendar month, a sum equal to 0.025 of
1% of the average of the daily closing net asset value of the Balanced
Portfolio managed by the Portfolio Manager during such month (that is, 0.30
of 1% per year) for the first $100,000,000 of assets under management; and
a sum equal to 0.0208 of 1% of the average of the daily closing net asset
value of the Balanced Portfolio during such month (that is, 0.25 of 1% per
year) for the next $100,000,000 of assets under management (up to
$200,000,000); and a sum equal to .0167 of 1% of the average daily closing
net asset value of the Balanced Fund during such month (that is .20 of 1%
per year) for assets under management over $200,000,000.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in
the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the
Balanced Portfolio shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way relieving
the Portfolio Manager of its responsibilities hereunder, it is agreed that
the Portfolio Manager may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which
its investment advice and service is furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio Manager
shall not be liable to the Fund, the Balanced Portfolio or the Adviser or
to any shareholder or shareholders of the Fund, the Balanced Portfolio or
the Adviser for any mistake of judgment, act or omission in the course of,
or connected with, the services to be rendered by the Portfolio Manager
hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who are responsible for
investing assets of the Balanced Portfolio from taking, at any time, a
short position in any shares of any holdings of the Balanced Portfolio for
any accounts in which such individuals have a beneficial interest,
excluding short positions, including without limitation, short
against-the-box positions, effected for tax reasons. The Portfolio Manager
also will cooperate with the Fund in adopting a written policy prohibiting
insider trading with respect to Balanced Portfolio transactions insofar as
such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Balanced Portfolio, the Portfolio Manager
is authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Balanced Portfolio, and is directed to use
its best efforts to obtain
C-2
25
the best available price and most favorable execution with respect to such
purchases and sales of portfolio securities for the Balanced Portfolio.
Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Balanced Portfolio and its shareholders,
the Portfolio Manager shall have the right, subject to the approval of the
Board of Trustees of the Portfolio and of the Adviser, to follow a policy
of selecting brokers and dealers who furnish statistical research and other
services to the Balanced Portfolio, the Adviser, or the Portfolio Manager
and, subject to the Conduct Rules of the National Association of Securities
Dealers, Inc., to select brokers and dealers who sell shares of the
Portfolios.
(11) The Fund may terminate this Agreement by thirty (30) days written
notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Trustees, or by vote
of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the
Portfolio Manager and the Portfolio Manager may terminate this Agreement by
thirty (30) days written notice to the Adviser, without the payment of any
penalty. This Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such assignment from
the provision of Section 15 (a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until February 1, 2002,
and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the Board of Trustees of the Fund, including a
majority of those Trustees who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically approved
at least annually by the vote of a majority of Trustees of the Fund who are
not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and Trustees and each person, if any, who controls
the Portfolio Manager within the meaning of Section 15 of the Securities
Act of 1933 (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which this Portfolio
Manager's Agreement relates. However, in no case (i) is this indemnity to
be deemed to protect any particular Indemnified Party against any liability
to which such Indemnified Party would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Portfolio Manager's Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have
notified the Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim
shall have been served upon the Portfolio Manager or such controlling
persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its Trustees and officers and each person if any who controls
the Adviser within the meaning of Section 15 of the Securities Act of 1933,
against any loss, liability, damage or expense described in the foregoing
indemnity, but only with respect to the Portfolio Manager's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Portfolio Manager's Agreement. In case any action
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26
shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Portfolio Manager, the
Portfolio Manager shall have the rights and duties given to the Adviser,
and the Adviser and each person so indemnified shall have the rights and
duties given to the Portfolio Manager by the provisions of subsection (i)
and (ii) of this Paragraph 13.
(14) Except as otherwise provided in Paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of
the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) Unless otherwise permitted, all notices, instructions and advice
with respect to security transactions or any other matters contemplated by
this Agreement shall be deemed duly given when received in writing:
by the Portfolio Manager:
Montag & Caldwell, Inc.
3455 Peachtree Road, N.E., Suite 1200
Atlanta, GA 30326-3248
by the Adviser:
Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
by the Portfolio:
The Enterprise Group of Funds, Inc. c/o Enterprise Capital
Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
or by such other person or persons at such address or addresses as shall be
specified by the applicable party, in each case, in a notice similarly
given. Each party may rely upon any notice or other communication from the
other reasonably believed by it to be genuine.
(18) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same agreement.
(19) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Balanced
Portfolio.
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27
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
(SEAL) ENTERPRISE ACCUMULATION TRUST
ATTEST: /s/ CATHERINE R MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) MONTAG & CALDWELL, INC.
ATTEST: /s/ ELIZABETH CHESTER By: /s/ RONALD E. CANAKARIS
--------------------------------------- -------------------------------------------
Secretary Name: Ronald E. Canakaris
Title: CEO and President
C-5
28
EXHIBIT D
ADVISORY FEES FOR CERTAIN OTHER FUNDS ADVISED OR SUBADVISED
BY MARSICO CAPITAL MANAGEMENT, LLC*
TOTAL
FUND ASSETS ADVISORY FEE SUBADVISORY FEE
($ MILLIONS)** PAID TO MARSICO PAID TO MARSICO
(% AVERAGE DAILY (% AVERAGE DAILY
NET ASSETS) NET ASSETS)
Marsico Growth and 855 0.85 N/A
Income Fund
Nations Marsico Growth 647.8 N/A 0.45
& Income Fund
Nations Marsico 143.6 N/A 0.45
Focused Equities
Variable Annuity
Portfolio
Marsico Capital Growth 1,887.7 N/A 0.45
Portfolio, a series
of the American
Skandia Trust
Marsico Capital Growth 1,073.6 N/A 0.45
Fund, a series of
American Skandia
Advisor Funds, Inc.
Style Select Focused 103.4 N/A 0.45
Growth & Income
Portfolio Fund
Frank Russell 126.4 N/A 0.35
Investment Company
Equity I Fund
Frank Russell 124.2 N/A 0.35
Investment Company
Diversified Equity
Fund
Capital Appreciation 285.6 N/A 0.45
Fund of Enterprise
Group of Funds, Inc.
*Marsico has not waived, reduced or otherwise agreed to reduce its compensation
under any applicable contract.
** As of July 31, 2000.
D-1
29
EXHIBIT E
ADVISORY FEES FOR CERTAIN OTHER FUNDS ADVISED AND SUBADVISED
BY MONTAG & CALDWELL, INC.*
TOTAL
ADVISORY FEE SUBADVISORY FEE
TOTAL NET PAID TO MONTAG PAID TO MONTAG
ASSETS (% AVERAGE (% AVERAGE DAILY
GROWTH FUNDS ($ MILLIONS)** DAILY NET ASSETS) NET ASSETS)
Vision Large Cap 9 N/A 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 N/A
Caldwell Growth Fund $800,000
0.60 thereafter
The Enterprise Group 308 N/A 0.30 first $1 billion
of Funds, Inc. 0.20 thereafter
Growth Fund
TOTAL
ADVISORY FEE SUBADVISORY FEE
TOTAL NET PAID TO MONTAG PAID TO MONTAG
ASSETS (% AVERAGE (% AVERAGE DAILY
BALANCED FUNDS ($ MILLIONS)* DAILY NET ASSETS) NET ASSETS)
The Enterprise Group 14 N/A 0.30 first $100
of Funds, Inc. million
Balanced Fund 0.25 next $100 million
0.20 thereafter
Alleghany/Montag & 336 0.75 N/A
Caldwell Balanced
Fund
*Montag has not waived, reduced or otherwise agreed to reduce its compensation
under any applicable contract.
** As of October 31, 2000.
E-1