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:
<Table>
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
</Table>
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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(Enterprise Group of Funds)
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June 6, 2003
Dear Contractholder:
We are pleased to enclose an information statement about a matter affecting
the Growth and Income Portfolio (the "Portfolio") of Enterprise Accumulation
Trust. The matter concerns a change in portfolio management from Retirement
System Investors Inc. ("RSI") to UBS Global Asset Management (Americas) Inc.
("UBS Global AM").
Effective April 15, 2003, the Board of Trustees of Enterprise Accumulation
Trust ("EAT") has named UBS Global AM Portfolio Manager of the Portfolio. UBS
Global managed $34 billion in assets under management as of December 31, 2002.
In selecting UBS Global AM as Portfolio Manager for the Portfolio,
consideration was given to, among other factors, UBS Global AM's investment
management acumen and style in conjunction with the investment objectives of the
Portfolio. There will be no change in the Portfolio's investment objective.
However, UBS Global AM's investment style is distinct. UBS Global AM focuses on,
among other things, identifying discrepancies between a security's fundamental
value and its market price. In this context, the fundamental value of a given
security is UBS Global AM's assessment of what a security is worth. UBS Global
AM will select a security whose fundamental value it estimates to be greater
than its market value at any given time. For each stock under analysis, the
Advisor bases its estimates of value upon economic, industry and company
analysis, as well as upon a company's management team, competitive advantage and
core competencies. UBS Global AM then compares its assessment of a security's
value against the prevailing market prices, with the aim of constructing a
portfolio of stocks with attractive price/value characteristics.
The management fees paid to UBS Global AM will not change as a result of the
new Portfolio Manager's Agreement. The terms of the new Portfolio Manager's
Agreement with the Portfolio Manager, are substantially the same as the terms of
the prior agreements in all material respects. The services provided by the
Portfolio Manager will not change.
We encourage you to read the attached information statement, which more
fully describes the Portfolio Management change and the Board of Trustees'
approval of the new Portfolio Manager agreement. Enterprise Accumulation Trust
looks forward to working with UBS Global AM 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
ENTERPRISE ACCUMULATION TRUST
GROWTH AND INCOME PORTFOLIO
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E., SUITE 450
ATLANTA, GA 30326-1022
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INFORMATION STATEMENT
---------------------
JUNE 6, 2003
This information statement is being provided to the contractholders of the
Growth and Income Portfolio (the "Portfolio") of Enterprise Accumulation Trust
in lieu of a proxy statement, pursuant to the terms of an exemptive order that
Enterprise Accumulation Trust ("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, 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 contractholder 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 June 9, 2003. As of
April 30, 2003, there were 26,348,566 shares outstanding of the Portfolio.
The cost of this information statement will be paid by the Portfolio.
CONTRACTHOLDER 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 EAT at the above address or by calling 800-432-4320.
INTRODUCTION
The Portfolio is an investment portfolio of EAT, a Massachusetts business
trust. EAT entered into an investment advisory agreement with Enterprise
Capital, dated May 1, 1993, (the "Adviser's Agreement"). Under the Adviser's
Agreement, Enterprise Capital is responsible to select, subject to the review
and approval by the Board, one or more 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 changes to
the roster of Portfolio Managers as appropriate. Enterprise Capital is also
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
1
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, the 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 Investment Company Act of 1940, as amended
(the "1940 Act"), the rules thereunder and the Board's procedures.
UBS GLOBAL AM TO MANAGE THE GROWTH AND INCOME PORTFOLIO
DECISION OF THE BOARD OF TRUSTEES
At a meeting held on April 15, 2003, the Trustees of EAT, including a
majority of the non-interested Trustees, approved Enterprise Capital's
recommendation to replace RSI with a new Portfolio Manager. Accordingly, the
Board approved a Portfolio Manager Agreement (the "UBS Global AM Management
Agreement") with UBS Global AM. The Board's decision to replace RSI was based on
performance and divergent investment strategies. In approving the UBS Global AM
Management Agreement, the Board considered a number of factors, including, but
not limited to: (i) the performance of the Portfolio since it commenced
operations; (ii) the nature and quality of the services expected to be rendered
to the Portfolio by UBS Global AM; (iii) that the material terms of the
Portfolio Manager Agreement will be unchanged under the UBS Global AM Management
Agreement; and (iv) the history, reputation, qualification and background of UBS
Global AM, as well as the qualifications of its personnel. The Board considered
these factors to be of equal weight and importance. Based on these factors, the
Board concluded that, given UBS Global AM's reputation and experience with
international investing, UBS Global AM was best suited to serve as portfolio
manager.
Enterprise Capital made the recommendation to engage UBS Global AM in the
ordinary course of its ongoing evaluation of Portfolio Manager performance and
investment strategy. Enterprise Capital conducted extensive research of numerous
candidate firms and qualitative and quantitative analysis of each candidate's
organizational structure, investment process and style, and long-term
performance record. Enterprise Capital believes that UBS Global AM's management
style is appropriately suited for the Portfolio.
THE PORTFOLIO MANAGER AGREEMENT
RSI served as Portfolio Manager of the Portfolio, pursuant to a Portfolio
Manager Agreement dated November 1, 1998 (the "RSI Management Agreement"). The
RSI Management Agreement has not been submitted to a shareholder vote. Under the
Adviser's Agreement, the Portfolio paid to Enterprise Capital a management fee
equal to 0.75% of its average daily net assets. From this amount, under the RSI
Management Agreement, Enterprise Capital paid to RSI fees equal to 0.30% of the
Portfolio's daily net assets up to $100,000,000; 0.25% for assets from
$100,000,000 to $200,000,000; 0.20% for assets in excess of $200,000,000. Under
the UBS Global AM Management Agreement, the fees payable by Enterprise Capital
to UBS Global AM are the same as in the RSI Management Agreement.
For the fiscal year ended December 31, 2002, the Portfolio paid to
Enterprise Capital fees in the amount of $1,062,852, of which Enterprise Capital
paid $404,284 to RSI. If the UBS Global AM Management Agreement had been in
effect for 2002, the fee paid by Enterprise Capital to the Portfolio Manager
would have been the same.
The other terms of the UBS Global AM Management Agreement are substantially
similar in form to the RSI Management Agreement. Consistent with the
requirements of the 1940 Act, the UBS Global AM
2
Management Agreement provides that UBS Global AM 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 UBS Global under the UBS Global
AM Management Agreement, or otherwise, except by reason of willful misfeasance,
bad faith or gross negligence in the performance of UBS Global AM's duties or by
reason of its reckless disregard of its obligations under the UBS Global AM
Management Agreement.
The UBS Global AM Management Agreement can be terminated by EAT without
penalty upon 30 days' written notice to Enterprise Capital and UBS Global AM at
any time, by vote of the Board or by a vote of the holders of a majority of the
Portfolio's outstanding voting shares as a single class. Enterprise Capital can
terminate the UBS Global AM Management Agreement without penalty by 30 days'
written notice to UBS Global AM, and UBS Global AM can terminate without penalty
by 30 days' written notice to Enterprise Capital. The UBS Global AM Management
Agreement will terminate automatically upon 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 UBS Global AM Management Agreement will remain in full force
and effect.
The form of the UBS Global AM Management Agreement is attached to this
Information Statement as Exhibit "A".
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at the Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of EAT. Enterprise Capital is a second-tier subsidiary
of The MONY Group Inc. Enterprise Fund Distributors, Inc. is EAT's principal
underwriter, and its address is 3343 Peachtree Road N.E., Suite 450, Atlanta
Georgia 30326-1022. Enterprise Capital also provides investment advisory
services to The Enterprise Group of Funds, Inc. ("EGF"). The Growth and Income
Fund of EGF has an identical investment objective to the Portfolio.
INFORMATION ABOUT UBS GLOBAL AM
UBS Global AM, located at One North Wacker Drive, Chicago, Illinois 60606,
was formerly known as Brinson Partners, Inc. It is an indirect, wholly-owned
subsidiary of UBS AG.
UBS Global AM's Directors and Executive Officers are listed below. The
address of Mr. Diermeier is One North Wacker Drive, Chicago, Illinois 60606. Mr.
Storms', Ms. Doberman's, and Mr. Wolfangel's address is 51 West 52nd Street, New
York, New York 10019.
<Table>
<Caption>
NAME PRINCIPAL POSITION WITH UBS GLOBAL AM OTHER PRINCIPAL POSITIONS
Jeffrey Diermeier, CFA Chief Investment Officer N/A
Brian M. Storms Chief Executive Officer and Director Chief Executive Officer and
Director of UBS Global Asset
Management (US) Inc. and UBS
Global Asset Management (New
York) Inc.
Amy Doberman Secretary and Chief Legal Officer Chief Legal Officer of UBS Global
Asset Management (US) Inc.
Robert Wolfangel Chief Financial Officer Chief Financial Officer of UBS
Global Asset Management (US) Inc.
</Table>
3
OTHER INVESTMENT COMPANY CLIENTS
UBS Global AM also serves as investment adviser or subadviser to the
following investment companies with a similar investment objective to the
Portfolio, at the fee rates set forth below, which had the indicated net assets
at April 30, 2003:
<Table>
<Caption>
ASSETS UNDER
MANAGEMENT
NAME OF PORTFOLIO ADVISORY FEE RATE AS OF 4/30/03 EXPENSE CAPS BY CLASS*
THE GUARDIAN VARIABLE
CONTRACT FUNDS, INC.
The Guardian UBS Variable Contract 0.43% $54,334,460 N/A N/A N/A N/A
Large Cap Value Fund
The Guardian UBS Variable Contract 0.60% on the first $50 $10,693,693 N/A N/A N/A N/A
Small Cap Value Fund million
0.55% over $50 million
THE PARK AVENUE PORTFOLIO
The Guardian UBS Large Cap Value 0.43% $81,415,993 N/A N/A N/A N/A
Fund
The Guardian UBS Small Cap Value 0.60% on the first $50 $37,348,993 N/A N/A N/A N/A
Fund million
0.55% on the next $50
million
ING FUNDS
ING UBS US Balanced Portfolio 0.75% 46,706,394 N/A N/A N/A N/A
MANUFACTURERS INVESTMENT TRUST
Global Allocation Trust 0.40% on the first $500 64,577,057 N/A N/A N/A N/A
million
0.35% over $500 million
THE UBS FUNDS
UBS US Value Equity 0.70% $7,451,540 A-1.10% B-1.85% C-1.85% Y-0.85%
UBS US Equity Fund 0.70% $99,263,780 A-1.05% B-1.80% C-1.80% Y-0.80%
UBS US Bond Fund 0.50% $120,854,945 A-0.85% B-1.60% C-1.35% Y-0.60%
UBS US Balanced Fund 0.70% $29,577,922 A-1.05% B-1.80% C-1.80% Y-0.80%
UBS US Small Cap Equity Fund** 1.00% A-1.40% B-2.15% C-2.15% Y-1.15%
UBS US Real Estate Equity Fund** 0.90% A-1.30% B-2.05% C-2.05% Y-1.05%
UBS Global Allocation Fund 0.80% $4,142,156 A-1.35% B-2.10% C-2.10% Y-1.10%
UBS Global Equity Fund 0.80% $412,729,504 A-1.25% B-2.00% C-2.00% Y-1.00%
UBS Global Bond Fund 0.75% $53,907,281 A-1.15% B-1.90% C-1.65% Y-0.90%
</Table>
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* The UBS Fund, with respect to each of the portfolios and UBS Global Asset
Management (Americas) Inc. (the "Advisor") have entered into a written
agreement pursuant to which the Advisor has agreed to waive a portion of its
fees and/or to reimburse expenses to the extent that the portfolio's
expenses, for the fiscal year ending June 30, 2003, otherwise would exceed
the "Net Expenses" rates shown for each of the Class A, Class B, Class C and
Class Y shares, as applicable. Pursuant to the written agreement, the Advisor
is entitled to be reimbursed for any fees it waives and expenses it
reimburses for a period of three years following such fee waivers and expense
reimbursements, to the extent that such reimbursement of the Advisor by the
portfolio will not cause the portfolio to exceed any applicable expense limit
that is in place for the portfolio.
** Have not commenced operations.
4
To the knowledge of EAT, as of May 27, 2003, no person beneficially had the
power to direct the vote of more than 5% of the outstanding shares of the
Portfolio. 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 within 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.
By Order of the Board of Trustees,
/s/ CATHERINE R. MCCLELLAN
Catherine R. McClellan
Secretary
5
EXHIBIT A
GROWTH AND INCOME PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
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PORTFOLIO MANAGER'S AGREEMENT
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THIS AGREEMENT, made the 1st day of May 2003, 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 UBS Global Asset Management (Americas) Inc., a Delaware
corporation, (hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement dated as
of May 1, 1993 with the Fund (the "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 Portfolio 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 and Income Portfolio of the Fund
(the "Growth and Income Portfolio") securities investment advisory services for
that 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 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 and Income
Portfolio advice with respect to the investment and reinvestment of the
assets of the Growth and Income Portfolio, or such portion of the assets of
the Growth and Income Portfolio 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 maintain all books and records with
respect to the Growth and Income Portfolio's portfolio transactions
required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940 ("the
1940 Act") and shall render to the Fund's Board of Trustees such periodic
and special reports as the Fund's Board of Trustees may reasonably request.
The Portfolio Manager shall timely furnish to the Adviser all information
relating to the Portfolio Manager's services under this Agreement needed by
the Adviser to keep the other books and records of the Growth and Income
Portfolio required by Rule 31a-1 under the 1940 Act. The Portfolio Manager
agrees that all records that it maintains on behalf of the Growth and
Income Portfolio are property of the Growth and Income Portfolio and the
Portfolio Manager will surrender promptly to the Growth and Income
Portfolio any of such records upon the Growth and Income Portfolio's
request; provided, however, that the Portfolio Manager may retain a copy of
such records. The Portfolio Manager further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement. The Portfolio
Manager shall perform a monthly reconciliation of the Growth and Income
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 perform a monthly reconciliation of
the Fund to the holdings report provided by the Fund's custodian and bring
any material or significant variances regarding holding or valuation to the
attention of the Adviser.
(5) 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 Fund 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.
(6) 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 portfolios, as set forth in the Fund's prospectus.
(7)(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 Growth and
Income 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; a sum equal to 0.0208 of 1% of the average of the daily closing
net asset value of the Fund during such month (that is, 0.25% per year) for
the next $100,000,000; and a sum equal to 0.0167 of 1% of the average of
the daily closing net asset value of the Growth and Income Portfolio during
such month (that is, 0.20 of 1% per year) for assets in excess of
$200,000,000.
(7)(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.
(7)(c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Fund 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 Growth
and Income Portfolio's shares.
(8) 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. The Portfolio
Manager may, from time to time hereafter, act as investment adviser to one
or more other investment companies and fiduciary or other managed accounts,
provided that when the Portfolio Manager purchases or sells securities of
the same
A-2
issuer on behalf of two or more advisory clients the available securities
will be allocated in a manner believed by the Portfolio Manager to be
equitable to each client.
(9) 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 Fund or the Adviser or to any
shareholder or shareholders of the Fund, the Fund 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.
(10) The Portfolio Manager represents that it has, in accordance with
Rule 17j-1 under the Investment Company Act of 1940 ("Investment Company
Act"), adopted a Code of Ethics that includes procedures designed to
prevent investment professionals, including those who are responsible for
managing the portfolio of the Growth and Income Portfolio, from engaging in
any personal investing activity that may operate to defraud Portfolio
Managers' mutual fund clients.
(11) In connection with the management of the investment and
reinvestment of the assets of the Growth and Income Portfolio, the
Portfolio Manager is authorized to select the brokers or dealers that will
execute purchase and sale transactions for the Growth and Income 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
Fund securities for the Growth and Income Portfolio. Subject to this
primary requirement, and maintaining as its first consideration the
benefits for the Growth and Income Portfolio and its shareholders, the
Portfolio Manager shall have the right, subject to the oversight 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 Growth and Income 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
funds of the Fund.
(12) 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.
(13) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until May 1, 2004, 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 or
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.
(14) 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, 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.
A-3
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, 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.
(15) The Adviser agrees that no marketing materials that include a
reference to the Portfolio Manager will be used by the Adviser with respect
to the Portfolio unless first provided to the Adviser by the Portfolio
Manager or unless the Adviser has obtained the Portfolio Manager's prior
written approval.
(16) Except as otherwise provided in paragraph 14 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.
(17) In the event of a change in control that results in an assignment
as defined by the Investment Company Act of 1940, the Portfolio Manager
agrees to notify the parties within a reasonable period of time.
(18) 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.
A-4
(19) 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 Fund Manager:
UBS Global Asset Management (Americas) Inc.
51 West 52nd Street
New York, NY 10019
Attn: Amy Doberman, General Counsel
by the Adviser:
Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
Attn: Herbert M. Williamson
by the Fund:
Enterprise Accumulation Trust c/o Enterprise Capital Management,
Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
Attn: Catherine R. McClellan
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.
(20) 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.
(21) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Growth and
Income Portfolio.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers 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 & Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------------------- -----------------------------------------------
Secretary Victor Ugolyn
Chairman, President & Chief Executive Officer
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
ATTEST: /s/ DAVID M. GOLDENBERG By: /s/ AMY R. DOBERMAN
--------------------------------------- -----------------------------------------------
Name: David M. Goldenberg Name: Amy R. Doberman
Title: Managing Director and General Counsel
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
ATTEST: /s/ TODD LEBO By: /s/ ROBERT P. WOLFANGEL JR.
--------------------------------------- -------------------------------------------
Name: Todd Lebo Name: Robert P. Wolfangel, Jr.
Title: Chief Financial Officer
</Table>
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