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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
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,
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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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August 31, 2001
Dear Contractholder:
We are pleased to enclose an information statement about a matter affecting
the Equity Portfolio of the Enterprise Accumulation Trust ("EAT"). The matter
concerns a change in ownership of TCW Investment Management Company ("TCW"), the
investment subadviser ("Portfolio Manager") to the Equity Portfolio.
On April 11, 2001, The TCW Group, certain stockholders of The TCW Group,
and Societe Generale, S.A. ("Societe Generale"), Societe Generale Asset
Management, S.A. ("SGAM"), a wholly owned subsidiary of Societe Generale, and
certain other parties entered into an Acquisition Agreement and Plan of
Reorganization pursuant to which SGAM initially acquired a 51% interest in The
TCW Group, which will increase to a 70% interest over the next five years (the
"Transaction"). The Transaction closed on July 6, 2001 and resulted in a change
in control of TCW.
As a result of the change in ownership, the Portfolio Manager's Agreement
with respect to the Equity Portfolio 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 TCW with respect to the Equity Portfolio, effective as of July 6,
2001.
The management fees paid by the Equity Portfolio to TCW will not change as
a result of the new Portfolio Manager's Agreement. The terms of the new
Portfolio Manager's Agreement with the respective Portfolio Manager 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
Manager will not change.
These materials are provided to you for your information. YOU ARE NOT BEING
ASKED TO VOTE OR OTHERWISE RESPOND TO THIS MAILING.
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We encourage you to read the attached information statement, which more
fully describes the Transaction and the Board of Trustees' approval of the new
Portfolio Manager's Agreement. We look forward to working with TCW 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
EQUITY PORTFOLIO
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E., SUITE 450
ATLANTA, GA 30326-1022
---------------------
INFORMATION STATEMENT
---------------------
PRELIMINARY COPY
AUGUST 9, 2001
This information statement is being provided to the contractholders of the
Equity Portfolio (the "Portfolio") of Enterprise Accumulation Trust ("EAT") to
inform contractholders of the implementation of a new subadvisory agreement with
its existing subadviser, TCW Investment Management Company ("TCW"). This
information statement is provided in lieu of a proxy statement, pursuant to the
terms of an exemptive order that EAT and its investment adviser, Enterprise
Capital Management, Inc. ("Enterprise Capital"), received from the Securities
and Exchange Commission (the "SEC"). The order permits Enterprise Capital to
appoint new subadvisers (each a "Portfolio Manager") and to make changes to
existing subadvisory agreements with the approval of EAT's Board of Trustees
(the "Board" or the "Trustees"), but without obtaining shareholder approval. WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement will be mailed on or about August 31, 2001. The
cost of this information statement will be paid by TCW or its affiliates.
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.
As of August 3, 2001, there were 13,651,525 Shares outstanding of the
Portfolio. As of August 31, 2001, MONY and MONY America owned all of the
outstanding Shares of EAT. Although shares held in 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 ("1940 Act"). MONY
and MONY America disclaim such control.
EAT REPORTS
Contractholders can find out more about the Portfolio in EAT's most recent
annual and semi-annual reports, which have been furnished to contractholders.
Contractholders may request another copy of these reports without charge by
writing to The MONY Group Inc., 1740 Broadway, New York, New York 10019, or by
calling 800-432-4320.
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INTRODUCTION
The Portfolio is an investment portfolio of EAT, a Massachusetts business
trust. Enterprise Capital, located at Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as investment adviser
to the Portfolio. EAT is a party to an investment advisory agreement with
Enterprise Capital, dated July 1, 1999 (the "Advisory Agreement"). Enterprise
Capital is a wholly-owned subsidiary of MONY Life Insurance Company, which in
turn is wholly-owned by The MONY Group Inc. Enterprise Capital also provides
investment advisory services to The Enterprise Group of Funds, Inc. ("EGF"). The
Equity Fund of EGF has an identical investment objective to the Equity Portfolio
of EAT.
TCW, located at 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017, has served as investment subadviser to the Portfolio since
November 1, 1999 pursuant to an investment subadvisory agreement dated October
26, 1999 (the "Portfolio Manager's Agreement"). TCW is a wholly-owned subsidiary
of TCW Group, Inc. ("The TCW Group"), a Nevada corporation, whose direct and
indirect subsidiaries, including Trust Company of the West and TCW, provide a
variety of trust, investment management and investment advisory services. TCW
presently serves as investment adviser to 50 investment companies (including
separate series thereof) that are registered under the 1940 Act, and to a number
of other advisory clients. As of March 31, 2001, TCW and its affiliated
companies had approximately $75 billion under management or committed for
management in various fiduciary and advisory capacities. TCW is not affiliated
with Enterprise Capital or EAT other than by reason of serving as a Portfolio
Manager to the Portfolio.
TCW recently underwent a "change of control" as a result of the
consummation of the transaction described below, resulting in the assignment (as
that term is defined in the 1940 Act) and, therefore, automatic termination of
the Portfolio Manager's Agreement. In light of this, on May 9, 2001, the Board,
at the request of Enterprise Capital, considered and approved a new investment
subadvisory agreement among Enterprise Capital, TCW and EAT with terms that are
substantially identical to the Portfolio Manager's Agreement (the "New Portfolio
Manager's Agreement"), and the New Portfolio Manager's Agreement took effect on
July 6, 2001.
As a matter of regulatory compliance, we need to send you this information
statement, which describes the recent TCW transaction and the terms of the New
Portfolio Manager's Agreement that EAT's Trustees have approved.
INFORMATION ABOUT THE TRANSACTION
DESCRIPTION OF THE TRANSACTION
On April 11, 2001, The TCW Group, certain stockholders of The TCW Group,
and Societe Generale, S.A. ("Societe Generale"), Societe Generale Asset
Management, S.A. ("SGAM"), a wholly-owned subsidiary of Societe Generale, and
certain other parties entered into an Acquisition Agreement and Plan of
Reorganization (the "Acquisition Agreement") pursuant to which SGAM initially
will acquire a 51% interest in The TCW Group, increasing to a 70% interest over
the next five years (the "Transaction"). As a result of the completion of the
first stage of the Transaction on July 6, 2001, Societe Generale now controls
The TCW Group and TCW.
The Acquisition Agreement provides for the acquisition by SGAM of a
separate class of common stock of The TCW Group having additional voting rights,
with payment for such common stock to be made in Societe Generale shares. Under
the terms of the Acquisition Agreement, the Transaction will be completed in two
main stages. In the first stage, SGAM acquired a 51% ownership stake
(representing approximately 80%
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of the total voting rights) in The TCW Group for Societe Generale shares valued
at approximately $880,000,000. This amount is subject to upward or downward
revision according to formulas in the Acquisition Agreement and the definitive
accounting results of The TCW Group for the years 2001 and 2002.
In a second stage, between 2003 and 2006, SGAM has the right to acquire,
and The TCW Group shareholders have the right to put to SGAM, shares
representing an additional 19% ownership stake in The TCW Group in four equal
annual installments, again paid for with Societe Generale shares. Acquisition of
the additional shares will result in an increase in SGAM's total voting rights
in The TCW Group. The acquisitions in the second stage will be priced according
to formulas in the Acquisition Agreement and based on the definitive accounting
results of The TCW Group for later periods. Generally, the pricing formulas in
the Acquisition Agreement create an incentive for The TCW Group to grow and
increase its earnings. The TCW Group will seek to accomplish this goal by
retaining existing customers and increasing assets under management at TCW.
The remaining 30% interest in The TCW Group will be retained by current
shareholders and will be available for re-circulation to employees for incentive
purposes as Societe Generale repurchases them over time. TCW and Societe
Generale believe that this residual ownership creates an additional long-term
incentive for growth, performance, and service to TCW clients.
The Transaction has been designed to allow The TCW Group and TCW to
continue with significant autonomy, while providing support and other benefits
from the Societe Generale Group of Companies. Under the Acquisition Agreement,
during the five years after the closing of the initial acquisition, Societe
Generale has committed up to $25 million per year (up to a total of $100
million) to invest in new investment vehicles developed by The TCW Group and
approved by the new products committee. In addition, the Acquisition Agreement
provides for mechanisms to retain key employees of The TCW Group and TCW. The
Acquisition Agreement also contemplates that officers of both companies will sit
on the other's board of directors. Otherwise, the TCW management structure will
remain unchanged.
POST-TRANSACTION STRUCTURE AND OPERATIONS
Societe Generale now controls The TCW Group and its subsidiaries, including
TCW. Operationally, TCW is expected to remain independent and to be the
exclusive asset management platform of the Societe Generale Group in the United
States. In this regard, TCW will coordinate its activities with SGAM. To permit
the provision of advisory services to non-U.S. clients of SGAM and other
advisory clients of the Societe Generale Group, TCW personnel, including
personnel with portfolio management responsibility for the Portfolio, may become
affiliated with SGAM or other Societe Generale-controlled firms. TCW also may
call upon the research capabilities and resources of SGAM and its advisory
affiliates in connection with providing investment advice to its clients. The
TCW Group and TCW will continue to operate in the United States under their
existing names and from their current offices.
DESCRIPTION OF SOCIETE GENERALE AND ITS AFFILIATES
The following is a description of Societe Generale, S.A., which is based on
information provided to EAT by TCW. Societe Generale is not affiliated with
Enterprise Capital or EAT other than by reason of TCW serving as Portfolio
Manager of the Portfolio.
Societe Generale, a publicly traded company founded in 1864 and based in
Paris, France, is the lead company in the Societe Generale Group, which is one
of Europe's leading banking groups. The Group maintains its focus on three
primary business lines: retail banking; corporate and investment banking; and
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asset management and private banking. The Group's strategy is to develop
businesses with superior revenue flows within retail banking, asset management
and private banking in order to guarantee steady earnings growth, to continue to
enhance the profitability of its corporate and investment banking activities, to
seize any opportunities offered by the internet to increase market share more
quickly and cut costs, and to pursue a strategy of partnerships with European
banks that share Societe Generale's vision of the banking industry.
As of July 6, 2001, TCW and SGAM will have over $240 billion under
management. Societe Generale's address is 29, boulevard Haussman, 75009, Paris,
France.
The Societe Generale Group includes over 69,000 staff members in 500
offices in 75 countries spread across five continents. As of December 31, 2000,
Societe Generale's major shareholders, in addition to its group of employees and
former employees, included the CGNU Group, plc (a UK insurance group holding
6.75% of the share capital and 7.73% of the voting rights), Banco Santander
Central Hispano, S.A. (a Spanish banking group holding 5.93% of the share
capital and 5.25% of the voting rights), and Meiji Life Insurance Company (a
Japanese life insurance company holding 3.25% of the share capital and 5.76% of
the voting rights). As of that same date, employees and former employees of the
Societe Generale Group held, through an employee stock ownership program, 7.35%
of the share capital of Societe Generale and 12.45% of the voting power.
Societe Generale and companies in the Societe Generale Group, including
certain broker-dealers such as SG Cowen Securities Corporation, Fimat USA, Inc.,
SG Securities Asia International Holdings Ltd., SG Securities Johannesburg,
Societe Generale Investments (UK) Ltd., SG Securities Madrid, and Fimatex
(collectively, the "Affiliated Brokers"), now may be considered to be affiliated
persons of TCW. Absent an SEC exemption or other relief, the Portfolio generally
is precluded from effecting principal transactions with the Affiliated Brokers,
and its ability to purchase securities being underwritten by an Affiliated
Broker or to utilize the Affiliated Brokers for agency transactions is subject
to limitations. TCW does not believe that the applicable limitations on
transactions with the Affiliated Brokers described above will materially
adversely affect its ability to provide services to the Portfolio, the
Portfolio's ability to take advantage of market opportunities, or the
Portfolio's overall performance.
ANTICIPATED IMPACT OF THE TRANSACTION ON MANAGEMENT OF THE PORTFOLIO
The Societe Generale Group has a long track record of acquiring successful
businesses, then allowing those businesses to flourish by leaving the management
and decision-making authority intact at the firms. To that end, The TCW Group
will remain intact and operationally autonomous, functioning as a stand-alone
unit of the Societe Generale Group and the exclusive asset management platform
in the United States. TCW believes that Societe Generale is committed to the
people and processes that have led to TCW's success over the years. Accordingly,
TCW believes that the Transaction should have no immediate impact, other than as
already noted above, on the management of the Portfolio or TCW's capacity to
provide the type, quality, or quantity of services that it currently provides,
and the Portfolio should continue to receive the same high quality of service.
As discussed below, however, TCW believes that the Transaction offers the
potential to enhance significantly its future ability to deliver quality
investment advisory services.
Specifically, TCW does not anticipate that the Transaction will result in
personnel changes affecting the management or the administration of, or TCW's
relationship with, the Portfolio, including those responsible for TCW's
regulatory compliance program. Further, although the Portfolio Manager's
Agreement with the Portfolio terminated as a result of the Transaction, the New
Portfolio Manager's Agreement that was approved by the Board is substantively
identical. In particular, the investment management fees payable to
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TCW, the services to be provided by TCW, and TCW's obligations and duties under
those agreements will remain unchanged.
THE AGREEMENTS
THE PORTFOLIO MANAGER'S AGREEMENT
TCW has served as Portfolio Manager of the Equity Portfolio since November
1, 1999, pursuant to the Portfolio Manager's Agreement dated October 26, 1999.
Under the terms of the Portfolio Manager's Agreement, TCW is responsible for
making investment decisions and placing orders, with respect to the portion of
the Portfolio's portfolio advised by TCW, for the purchase and sale of the
Portfolio's investments directly with the issuers or with brokers or dealers
selected by it at its discretion. TCW also furnishes the Board, which has
overall responsibility for the business and affairs of the Portfolio, periodic
reports on the investment performance of the Portfolio.
TCW is obligated to manage the Portfolio in accordance with applicable laws
and regulations. The investment advisory services of TCW to the Portfolio are
not exclusive under the terms of the Portfolio Manager's Agreement. TCW is free
to, and does, render investment advisory services to others.
Consistent with the requirements of the 1940 Act, the Portfolio Manager's
Agreement provides that TCW generally is not liable to the Portfolio for any
mistake of judgment, act or omission in the course of, or connected with, the
services to be rendered by TCW under the Portfolio Manager's Agreement, or
otherwise, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of TCW's duties or by reason of its reckless
disregard of its obligations and duties under the Portfolio Manager's Agreement.
The Portfolio Manager's Agreement may be terminated by EAT without penalty
upon 30 days' written notice to Enterprise Capital and TCW at any time, by vote
of the Board or by a vote of the holders of a majority of the Portfolio's
outstanding voting securities voting as a single class. Enterprise Capital may
terminate the Portfolio Manager's Agreement without penalty by 30 days written
notice to TCW and TCW may terminate the Portfolio Manager's Agreement without
penalty by 30 days written notice to Enterprise Capital. As noted above, the
Portfolio Manager's Agreement terminates automatically in the event of its
"assignment" (as defined in the 1940 Act), unless an order is issued by the SEC
conditionally or unconditionally exempting such assignment from the provision of
Section 15(a) of the 1940 Act, in which event the Portfolio Manager's Agreement
will remain in full force and effect.
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As compensation for the services rendered, TCW receives a monthly fee from
Enterprise Capital computed at the annual rate based on average of the daily
closing net asset value of the Portfolio advised by TCW during such month, as
set forth in the table below. The table also sets forth the aggregate
subadvisory fees paid to TCW during the Portfolio's fiscal year ended December
31, 2000.
<Table>
<Caption>
PORTFOLIO FEE RATE AGGREGATE SUBADVISORY FEES
Equity Portfolio Annual rate of 0.40% of the $2,319,670
average daily net assets of
the Portfolio advised by TCW
for the first $1 billion; and
annual rate of 0.30% of the
average daily net assets of
the Portfolio advised by TCW
for over $1 billion
</Table>
The current directors of TCW are Thomas E. Larkin, Jr., Marc I. Stern,
Chairman, and Alvin R. Albe, Jr., President of TCW. Mr. Larkin, 61, is Vice
Chairman of The TCW Group and TCW, and a Vice Chairman of Trust Company of the
West. Mr. Robert A. Day may be deemed to be a control person of TCW by virtue of
the aggregate ownership by Mr. Day and his family of approximately 25% of the
outstanding voting stock of The TCW Group. Mr. Stern, 57, is Chairman of TCW,
President and Director and of The TCW Group, and a Vice-Chairman of Trust
Company of the West. Mr. Albe, 47, is Executive Vice President and Director of
Trust Company of the West, President and Director of TCW, and Executive Vice
President of The TCW Group. The business address of Messrs. Albe, Day, Larkin
and Stern, and of The TCW Group is 865 South Figueroa Street, Los Angeles,
California 90017.
Information about TCW, its shareholders, directors, principal executive
officers, TCW's other investment company clients, and TCW's brokerage policies
is presented in Appendix A.
THE NEW PORTFOLIO MANAGER'S AGREEMENT
The New Portfolio Manager's Agreement is substantially identical to the
current Portfolio Manager's Agreement, and the fees payable to TCW will not
change. The form of the New Portfolio Manager's Agreement is attached to this
information statement as Appendix B. As noted previously, TCW does not
anticipate that the Transaction will cause any reduction in the quality or types
of services now provided to the Portfolio or have an adverse effect on TCW's
ability to fulfill its obligations to the Portfolio or EAT. There has been no
change in the investment philosophies and practices followed by the Portfolio.
There is no change in subadvisory fees for the Portfolio. TCW has advised the
Portfolio and EAT that it currently anticipates that the same persons
responsible for management of the Portfolio under the Portfolio Manager's
Agreement will continue to be responsible for management of the Portfolio under
the New Portfolio Manager's Agreement.
On May 9, 2001, the New Portfolio Manager's Agreement was approved
unanimously by the Board, including all of the Trustees who are not parties to
the New Portfolio Manager's Agreement or "interested persons" (as defined in the
1940 Act) of any such party (other than as Trustees of EAT).
The New Portfolio Manager's Agreement will remain in effect for one year
from the date it took effect and, unless earlier terminated, will continue from
year to year with respect to the Portfolio thereafter, provided that such
continuance is approved annually, with respect to the Portfolio (i) by the Board
or by the vote of a majority of the outstanding voting securities of the
Portfolio, and, in either case, (ii) by a majority of the
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Trustees who are not parties to the New Portfolio Manager's Agreement or
"interested persons" (as defined in the 1940 Act) of any such party (other than
as Trustees of EAT).
EVALUATION BY THE BOARD OF TRUSTEES
The Board has determined that, in approving the New Portfolio Manager's
Agreement on behalf of the Portfolio, the Portfolio can best assure itself that
services provided to the Portfolio by TCW, its officers and employees, would
continue without interruption after the Transaction. The Board believed that,
like the Portfolio Manager's Agreement, the New Portfolio Manager's Agreement
enables the Portfolio to obtain high quality services at a cost that is
appropriate, reasonable, and in the best interests of the Portfolio and its
Contractholders.
In determining whether it was appropriate to approve the New Portfolio
Manager's Agreement, the Board, including the Trustees who are not parties to
the New Portfolio Manager's Agreement or "interested persons" (as defined in the
1940 Act) of such parties, considered various materials and representations
provided by TCW, including information concerning the continued employment of
senior management and investment professionals by TCW after the Transaction.
Information considered by the Trustees included, among other things, the
following: (1) TCW's representation that the same persons responsible for
management of the Portfolio currently are expected to continue to manage the
Portfolio under the New Portfolio Manager's Agreement, thus helping to ensure
continuity of management; (2) the compensation to be received by TCW under the
New Portfolio Manager's Agreement is the same as the compensation paid under the
current Portfolio Manager's Agreement, which the Board previously has determined
to be fair and reasonable; (3) TCW's representation that it will not seek to
increase the rate of sub-advisory fees paid by the Portfolio for a period of at
least two years following the Transaction; (4) the commonality of the terms and
provisions of the New Portfolio Manager's Agreement with the terms of the
current Portfolio Manager's Agreement; (5) representations made by TCW
concerning the potential impact of affiliated brokerage relationships on its
ability to provide services to the Portfolio and on the Portfolio's ability to
engage in portfolio transactions; (6) representations made by TCW that synergies
among Societe Generale's and TCW's operations could produce benefits to
Portfolio contractholders through expansion of TCW's investment expertise and
investment research capabilities and the enhanced resources expected to be
available to TCW; (7) the nature and quality of the services rendered by TCW
under the Portfolio Manager's Agreement; (8) the results achieved by TCW for the
Portfolio; and (9) the high quality of the personnel, operations, financial
condition, investment management capabilities, methodologies, and performance of
TCW.
Based upon its review, the Board determined that, by approving the New
Portfolio Manager's Agreement, the Portfolio can best be assured that services
from TCW will be provided without interruption and without change. The Board
also determined that the New Portfolio Manager's Agreement is in the best
interests of the Portfolio and its Contractholders. Accordingly, after
consideration of the above factors, and such other factors and information it
considered relevant, the Board unanimously approved the New Portfolio Manager's
Agreement.
SHAREHOLDER INFORMATION
To the knowledge of EAT, as of September 1, 2001, no single person or
"group" (as such term is used in Section 13(d) of the Securities Exchange Act of
1934, as amended), had the power to direct the vote of more than 5% of the
outstanding shares of the Portfolio. As of the same date, the Trustees and
officers of EAT,
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individually and as a group, owned beneficially or of record, less than one
percent of the Portfolio's outstanding shares.
By Order of the Board of Trustees,
/s/ Catherine R. McClellan
Catherine R. McClellan
Secretary
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APPENDIX A
INFORMATION ABOUT TCW
The address of TCW is at 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017. TCW is registered as an investment adviser under the
Investment Advisers Act of 1940.
TCW's directors and principal executive officers, their principal
occupations and dates of service are shown below. The address of each director
and officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017.
<Table>
<Caption>
NAME
LENGTH OF SERVICE POSITION AND PRINCIPAL OCCUPATION
Alvin R. Albe, Jr. TCW Investment Management Company -- Director, President
1991 -- Present & Chief Executive Officer; The TCW Group, Inc. --
Executive Vice President; Trust Company of the West --
Director & Executive Vice President; TCW Asset
Management Company -- Director & Executive Vice
President; TCW Convertible Securities Portfolio,
Inc. -- Senior Vice President; TCW Galileo Portfolios,
Inc. -- Director & President
Michael E. Cahill TCW Investment Management Company -- Managing Director,
1991 -- Present General Counsel & Secretary; The TCW Group,
Inc. -- Managing Director, General Counsel and
Secretary; Trust Company of the West -- Managing
Director, General Counsel & Secretary; TCW Asset
Management Company -- Director, Managing Director,
General Counsel & Secretary; TCW Convertible Securities
Portfolio, Inc. -- General Counsel & Assistant
Secretary; TCW Galileo Portfolios, Inc. -- Senior Vice
President, General Counsel & Assistant Secretary; Apex
Mortgage Capital, Inc., Secretary
David S. DeVito TCW Investment Management Company -- Managing Director,
1993 -- Present Chief Financial Officer & Assistant Secretary; The TCW
Group, Inc. -- Managing Director, Chief Financial
Officer & Assistant Secretary; Trust Company of the
West -- Managing Director, Chief Financial Officer &
Assistant Secretary; TCW Asset Management
Company -- Managing Director, Chief Financial Officer &
Assistant Secretary; Apex Mortgage Capital, Inc. --
Controller
Thomas E. Larkin, Jr. TCW Investment Management Company -- Director and Vice
1977 -- Present Chairman; The TCW Group, Inc. -- Director & Vice
Chairman; Trust Company of the West -- Director & Vice
Chairman; TCW Asset Management Company -- Director &
Vice Chairman; TCW Convertible Securities Portfolio,
Inc. -- Senior Vice President; TCW Galileo Portfolios,
Inc. -- Director & Vice Chairman
</Table>
A-1
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<Table>
<Caption>
NAME
LENGTH OF SERVICE POSITION AND PRINCIPAL OCCUPATION
Hilary G.D. Lord TCW Investment Management Company -- Managing Director,
1987 -- Present Chief Compliance Officer & Assistant Secretary; The TCW
Group, Inc. -- Managing Director, Chief Compliance
Officer & Assistant Secretary; Trust Company of the
West -- Managing Director, Chief Compliance Officer; TCW
Asset Management Company -- Managing Director & Chief
Compliance Officer; TCW Convertible Securities
Portfolio, Inc. -- Senior Vice President & Assistant
Secretary; TCW Galileo Portfolios, Inc. -- Assistant
Secretary
William C. Sonneborn TCW Investment Management Company -- Executive Vice
1998 -- Present President & Assistant Secretary; The TCW Group, Inc. --
Executive Vice President & Assistant Secretary; Trust
Company of the West -- Executive Vice President &
Assistant Secretary; TCW Asset Management
Company -- Executive Vice President & Assistant
Secretary
Marc I. Stern TCW Investment Management Company -- Director, Chairman;
1992 -- Present The TCW Group, Inc. -- Director, President; Trust
Company of the West -- Director & Vice Chairman; TCW
Asset Management Company -- Vice Chairman & President;
Apex Mortgage Capital, Inc. -- Director, Chairman of the
Board; TCW Galileo Portfolios, Inc. -- Director,
Chairman; Qualcomm, Incorporated -- Director
</Table>
OTHER INVESTMENT COMPANY CLIENTS
TCW also serves as investment adviser or subadviser to the following
investment companies, at the fee rates set forth below, which had the indicated
net assets at March 31, 2001.
With respect to the TCW Galileo Portfolios, TCW has agreed to reduce its
investment advisory fee or to pay the ordinary operating expenses to the extent
necessary to limit each Galileo Portfolio's ordinary operating expenses to an
amount not to exceed the trailing monthly expense ratio average for comparable
Portfolios as calculated by Lipper Inc.
<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
TCW GALILEO PORTFOLIOS
Aggressive Growth Equities Annual rate of 1% of average $ 129
Portfolio daily net assets
Convertible Securities Annual rate of 0.75% of $ 56
Portfolio average daily net assets
</Table>
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15
<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
Flexible Income Portfolio Annual rate of 0.75% of $ 1.8
average daily net assets
Focused Large Cap Value Annual rate of 0.65% of $ 1
Portfolio average daily net assets
Growth Insights Portfolio Annual rate of 0.90% of $ 1.1
average daily net assets
Health Sciences Portfolio Annual rate of 0.90% of $ 0.3
average daily net assets
Earnings Momentum Portfolio Annual rate of 1% of average $ 9
daily net assets
Large Cap Growth Portfolio Annual rate of 0.55% of $ 13.3
average daily net assets
Large Cap Value Portfolio Annual rate of 0.55% of $ 132
average daily net assets
Select Equities Portfolio Annual rate of 0.75% of $ 711
average daily net assets
Small Cap Growth Portfolio Annual rate of 1% of average $ 237
daily net assets
Small Cap Value Portfolio Annual rate of 1% of average $ 1
daily net assets
Technology Portfolio Annual rate of 1% of average $ 0.6
daily net assets
Value Opportunities Portfolio Annual rate of 0.80% of $117.6
average daily net assets
Core Fixed Income Portfolio Annual rate of 0.40% of $ 75.5
average daily net assets
High Yield Bond Portfolio Annual rate of 0.75% of $254.4
average daily net assets
Money Market Portfolio Annual rate of 0.25% of $ 250
average daily net assets
Mortgage-Backed Securities Annual rate of 0.50% of $ 63
Portfolio average daily net assets*
</Table>
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16
<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
Total Return Mortgage-Backed Annual rate of 0.50% of $ 87.3
Securities Portfolio average daily net assets
Asia Pacific Equities Annual rate of 1% of average $ 10
Portfolio daily net assets
Emerging Markets Equities Annual rate of 1% of average $ 30
Portfolio daily net assets
Emerging Markets Income Annual rate of 0.75% of $ 49
Portfolio average daily net assets
European Equities Portfolio Annual rate of 0.75% of $ 26.2
average daily net assets
Japanese Equities Portfolio Annual rate of 0.75% of $ 12
average daily net assets
Latin America Equities Annual rate of 1.00% of $ 2
Portfolio average daily net assets
Select International Equities Annual rate of 0.75% of $ 39
Portfolio average daily net assets
TCW CONVERTIBLE SECURITIES 0.75% of average weekly net $306.8
PORTFOLIO, INC. (NYSE:CVT) assets of the first $100
million; 0.50% of average net
assets in excess of $100
million.
SUB-ADVISED PORTFOLIOS
Allmerica Investment Trust -- 0.85% of the average daily $ 28.3
Select Strategic Growth net assets not exceeding $100
Portfolio million; and 0.75% on assets
exceeding $100 million.
Consulting Group Capital 0.40% of the average daily $415.0
Markets Portfolios -- Large net assets not exceeding $500
Capitalization Growth million; and 0.35% on assets
Investments exceeding $500 million.
</Table>
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<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
Enterprise Accumulation 0.40% of the average daily $366.3
Trust -- Equity Portfolio net assets not exceeding $1
billion; and 0.30% on assets
exceeding $1 billion.
Enterprise Group of 0.40% of the average daily $121.8
Portfolios, Inc. Equity net assets not exceeding $100
Portfolio million; and 0.30% on assets
exceeding $100 million.
Enterprise Group of 0.30% of the average daily $158.1
Portfolios, Inc. Government net assets not exceeding $50
Securities Portfolio million; 0.25% on assets
exceeding $50 million.
Frank Russell Investment 0.45% of average daily net $ 8.6
Company -- Select Growth assets.
Portfolio
The Glenmeade Portfolio, 0.60% of average daily net $ 49.6
Inc. -- Small assets.
Capitalization Growth
Portfolio
Liberty All-Star Equity 0.40% of the average weekly $215.6
Portfolio (closed-end) net assets up to $400
million; 0.36% of the average
weekly net assets of the next
$400 million; 0.324% of the
average weekly assets of the
next $400 million; and 0.292%
thereafter.
Liberty All-Star Equity 0.30% of average daily net $ 12.5
Portfolio -- Variable assets.
Series
Liberty All-Star Growth 0.40% of average weekly net $ 39.0
Portfolio, Inc. assets up to $300 million;
(closed-end) 0.36% thereafter.
MSDW Mid-Cap Equity Trust 0.75% of the average daily $938.8
net assets not exceeding $500
million; 0.725% of next $1.5
billion; 0.70% of next $1
billion; and 0.675% of
average daily net assets
exceeding $3 billion. TCW
receives 40% of above.
</Table>
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<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
MSDW North American 0.65% of average daily assets $ 97.4
Government Income Trust not exceeding $500 million;
0.60% on assets exceeding
$500 million. TCW receives
40% of above.
MSDW Small Cap Growth 1.00% of average daily assets $444.2
Portfolio not exceeding $1.5 billion;
and 0.95% thereafter. TCW
receives 40% of above.
MSDW Total Return Trust 0.75% of average daily net $664.4
assets not exceeding $500
million; and 0.725%
thereafter. TCW receives 40%
of above.
MSDW Select Dimensions 1.25% of average daily net $ 11.5
Investment Series -- The assets. TCW receives 40% of
Emerging Markets Portfolio above.
MSDW Select Dimensions 0.625% of average daily net $ 73.0
Investment Series -- The assets not exceeding $500
Mid-Cap Growth Portfolio million; and 0.60%
thereafter. TCW receives 40%
of above.
MSDW Select Dimensions 0.65% of average daily net $ 6.9
Investment Series -- The assets. TCW receives 40% of
North American Government above.
Securities Portfolio
TCW/DW Term Trust 2002 0.26% of average weekly net $395.9
(closed-end) assets.
TCW/DW Term Trust 2003 0.26% of average weekly net $855.5
(closed-end) assets.
Touchstone Strategic Trust -- 0.50% of average daily net $ 0**
Emerging Growth Portfolio assets.
Touchstone Variable Series 0.50% of average daily net $ 0**
Trust -- Emerging Growth assets.
Portfolio
</Table>
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<Table>
<Caption>
APPROXIMATE
ASSETS (IN
MILLIONS AS OF
NAME OF PORTFOLIO ADVISORY FEE RATE 3/31/01)
Vantagepoint Portfolios -- 0.70% of average daily net $667.6
Growth Stock Portfolio assets on first $25 million;
0.50% on next $25 million;
0.45% of next $50 million;
0.40% of next $400 million;
and 0.35% thereafter.
Vantagepoint Portfolios -- 0.73% of average daily net $217.9
Aggressive Opportunities assets on first $100 million;
Portfolio 0.69% on next $100 million;
and 0.67% thereafter.
</Table>
* TCW has voluntarily waived a portion of its advisory fee reducing it to 0.35%
through December 31, 2001.
** Management did not commence until May 1, 2001.
TCW BROKERAGE POLICIES
TCW is not affiliated with any brokers and therefore no brokerage
commissions have been paid to an affiliated broker of TCW.
In selecting broker-dealers, TCW seeks to obtain the best execution, taking
into account such factors as price (including the applicable dealer spread or
commission, if any), size of order, difficulty of execution and operational
facilities of the firm involved and the firm's risk in positioning a large
order. Brokerage services include the ability to most effectively execute large
orders without adversely impacting markets and positioning securities in order
to enable TCW to effect orderly sales for the Portfolio. Accordingly,
transactions will not always be executed at the lowest available commission. In
addition, TCW may effect transactions which cause the Portfolio to pay a
commission in excess of a commission which another broker-dealer would have
charged if TCW first determines that such commission is reasonable in relation
to the value of the brokerage and research services provided by the
broker-dealer. TCW may select broker-dealers in which other of its clients or
clients of its affiliates, and indirectly TCW or its affiliates, have some
financial interest.
Research services include such items as reports on industries and
companies, economic analyses and review of business conditions, portfolio
strategy, analytic computer software, account performance services, computer
terminals and various trading and/or quotation equipment. Research services also
includes advice from broker-dealers as to the value of securities; availability
of securities, buyers and sellers; recommendations as to purchase and sale of
individual securities and timing of said transactions.
Fixed income securities are generally purchased from the issuer or a
primary market maker acting as principal on a net basis with no brokerage
commission paid by the client. Such securities, as well as equity securities,
may also be purchased from underwriters at prices that include underwriting
fees.
TCW maintains an internal allocation procedure to identify those
broker-dealers who have provided it with research services and endeavors to
place sufficient transactions with them to ensure the continued receipt of
research services that TCW believes are useful. When TCW receives products or
services that are used both for research and other purposes such as corporate
administration or marketing, it makes a good faith
A-7
20
allocation. While the non-research portion will be paid in cash by TCW, the
portion attributable to research may be paid through brokerage commissions.
Research services furnished by broker-dealers may be used in services for
any or all of the clients of TCW, as well as clients of affiliated companies,
and may be used in connection with accounts other than those which pay
commissions to the broker-dealers providing the research services.
Usually in the placement of unregistered securities, the issuer or other
seller of the securities pays all costs of the placement including the fee of
any broker-dealer involved. The Portfolio attempts to make all of its
investments in unregistered securities on this basis. The Portfolio may pay
commissions or underwriting discounts in connection with its sale of
unregistered securities in privately negotiated transactions or in underwritten
public offerings.
When the Portfolio and one or more of the other advisory accounts managed
by TCW or its affiliates seek to acquire, or to sell, the same security at the
same time, available investments or opportunities for sales will be allocated in
a manner that TCW believes to be equitable. In some cases, this procedure may
affect adversely the price paid or received by the Portfolio or the size of the
position purchased or sold by the Portfolio.
A-8
21
APPENDIX B
EQUITY PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 9th day of May, 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 TCW Investment Management Company, Inc., a California
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, 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 Equity Portfolio of the Fund (the "Equity
Portfolio") securities investment advisory services for that Equity 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 Equity 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 Equity Portfolio advice
with respect to the investment and reinvestment of the assets of the Equity
Portfolio, or such portion of the assets of the Equity Portfolio as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations applicable to the Equity Portfolio
which are set forth in the Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Equity 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.
B-1
22
(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 0.033 of 1%
of the average of the daily closing net asset value of the Equity Portfolio
managed by the Portfolio Manager during such month (that is, 0.40 of 1% per
year) for the first $1 billion of assets under management; and a sum equal
to 0.025 of 1% of the average of the daily closing net asset value of the
Equity Portfolio during such month (that is, 0.30 of 1% per year) for
assets under management over $1 billion.
(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 Equity Portfolio from taking, at any time, a short
position in any shares of any holdings of the Equity 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 Equity 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 Equity 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 Equity 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 Equity Portfolio, the
B-2
23
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 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 May 9, 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.
B-3
24
(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 parties," 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:
TCW Investment Management Company
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
by the Adviser:
Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
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 Equity
Portfolio.
B-4
25
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.
<Table>
ENTERPRISE ACCUMULATION TRUST
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------------------- ------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------------------- ------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
TCW INVESTMENT MANAGEMENT COMPANY
ATTEST: /s/ PHILIP K. HOLL By: /s/ ALVIN R. ALBE, JR.
---------------------------------------- ------------------------------------
Title: Senior Vice President Name: Alvin R. Albe, Jr.
---------------------------------- --------------------------------
Title: President
----------------------------------
</Table>
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ENTERPRISE ACCUMULATION TRUST ENVELOPE