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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
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[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
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ENTERPRISE GROUP OF FUNDS
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(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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ENTERPRISE LETTERHEAD
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April 30, 1999
Dear Fellow Shareholder:
We are pleased to enclose an information statement relating to a change in
Fund Manager for The Enterprise Group of Funds, Inc. International Growth Fund
(the "International Growth Fund"). Vontobel USA Inc. ("Vontobel USA") was named
Fund Manager effective April 1, 1999, by the Board of Directors of The
Enterprise Group of Funds, Inc. Vontobel USA is a subsidiary of Vontobel Holding
Ltd., a Swiss bank holding company, and an affiliate of Bank J. Vontobel & Co.
Ltd. Combined assets under management of all affiliates were in excess of $40
billion as of December 31, 1998.
Vontobel USA brings its investment management expertise to the
International Growth Fund of the Enterprise family of 14 Funds. In selecting
Vontobel USA as Fund Manager, consideration was given to, among other factors,
the firm's investment management acumen and style in conjunction with the
investment objectives of the International Growth Fund. There will be no change
in the International Growth Fund's investment objective. However, Vontobel USA's
investment style is distinct and will result in modification of investment
strategies.
Using a bottom-up investment approach, Vontobel USA invests in large- and
medium-capitalization companies that have a long record of successful operations
in their core business. Typically such companies occupy a leading position in
their industry, have consistently generated free cash flow, and have achieved
earnings growth through increasing market share and unit sales volumes. Vontobel
USA's goal is to construct a portfolio of the best companies in the developed
markets of Europe and the Pacific Basin without making any country bets. With
approximately 80-100 names, the International Growth Fund also seeks to be well
diversified in terms of industry exposure. Vontobel USA analyzes approximately
35 international equity markets, including those comprised in Morgan Stanley
Capital International's EAFE (Europe, Australia and Far East). The Adviser also
gives consideration to such factors as market liquidity, accessibility to
foreign investors, regulatory protection of shareholders, accounting and
disclosure standards, transferability of funds and foreign exchange controls, if
any.
The management fee paid by the International Growth Fund to Enterprise
Capital Management, Inc. ("Enterprise Capital") will remain unchanged at 0.85%
of its average daily net assets; however, fees paid by Enterprise Capital to
Vontobel USA will be revised to the following schedule: 0.40 of 1% per year for
the first $100,000,000 of assets under management; 0.35 of 1% per year for
assets between $100,000,000 to $200,000; 0.30 of 1% per year for assets between
$200,000,000 and $500,000,000; and 0.25% per year for assets in excess of
$500,000,000. The other terms of the subadvisory agreement are identical to the
previous arrangements.
We encourage you to read the attached information statement which more
fully describes Vontobel USA and the Board of Directors' approval of the new
subadvisory agreement. The Enterprise Group of Funds, Inc. looks forward to
working with Vontobel USA 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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THE ENTERPRISE GROUP OF FUNDS, INC.
INTERNATIONAL GROWTH FUND
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E.
SUITE 450
ATLANTA, GA 30326-1022
---------------------
PRELIMINARY
INFORMATION STATEMENT
---------------------
We are providing this information statement to the shareholders of The
Enterprise Group of Funds, Inc. International Growth Fund (the "International
Growth Fund") in lieu of a proxy statement, pursuant to the terms of an
exemptive order that The Enterprise Group of Funds, Inc. (the "Fund") has
received from the Securities and Exchange Commission. The order permits the
Fund's investment adviser, Enterprise Capital Management, Inc. ("Enterprise
Capital"), to hire new Fund Managers and to make changes to existing Fund
Manager contracts with the approval of the Fund's Board of Directors, 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 April 30, 1999. As of
March 15, 1999, there were 3,978,762 shares outstanding as to the International
Growth Fund. The cost of this information statement will be paid by the Fund.
THE FUND
The International Growth Fund is an investment portfolio of the Fund, a
Maryland corporation. The Fund has entered into an investment advisory agreement
with Enterprise Capital dated October 1, 1998 (the "Adviser's Agreement"). Under
the Adviser's Agreement, it is Enterprise Capital's responsibility to select,
subject to the review and approval by the Board of Directors, one or more
subadvisers (the "Fund Managers") to manage each investment portfolio of the
Fund. The Adviser's Agreement also gives Enterprise Capital the responsibility
to review and monitor the performance of the Fund Managers on an ongoing basis,
and to recommend to the Board of Directors changes to the roster of Fund
Managers as appropriate. Enterprise Capital also is responsible for conducting
all business operations of the Fund, except those operations contracted to the
Fund's custodian or transfer agent. As compensation for these services,
Enterprise Capital receives a fee from each investment portfolio of the Fund,
out of which Enterprise Capital renders all fees payable to the Fund Managers.
The investment portfolios of the Fund, therefore, pay no fees directly to the
Fund Managers.
Enterprise Capital recommends Fund Managers for the Funds to the Board, on
the basis of its continuing quantitative and qualitative evaluation of the Fund
Manager's skills in managing assets pursuant to specific investment styles and
strategies in accordance with the objectives of each Fund. Short-term investment
performance, by itself, is not a significant factor in selecting or terminating
a Fund Manager, and Enterprise Capital does not expect to recommend frequent
changes of Fund Managers.
The Fund Managers do not provide any services to the Funds except portfolio
investment management and related record-keeping services. However, in
accordance with the procedures adopted by the Board, the Fund Manager, or its
affiliated broker-dealer, may execute transactions for the International Growth
Fund 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")
and the rules thereunder.
BOARD OF DIRECTORS' DECISION
At a meeting held on February 25, 1999, the Board, including a majority of
the non-interested directors, approved Enterprise Capital's recommendation to
replace Brinson Partners, Inc. ("Brinson") with a new Fund Manager. Accordingly,
the Board approved a Fund Manager Agreement (the "New Agreement") with
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Vontobel USA. The Board's decision to replace Brinson was based on performance
and divergent investment strategies. In approving the New Agreement, the Board
considered a number of factors, including, but not limited to: (i) the
performance of the International Growth Fund since it commenced operations; (ii)
the nature and quality of the services expected to be rendered to the
International Growth Fund by the Fund Manager, (iii) that the material terms of
the Fund Manager Agreement will be unchanged under the New Agreement; (iv) the
history, reputation, qualification and background of the Fund Manager, as well
as the qualifications of its personnel. The Board considered these factors to be
of equal weight and importance.
Enterprise Capital made the recommendation to hire Vontobel USA in the
ordinary course of its ongoing evaluation of Fund 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 Vontobel USA's management
style is appropriately suited to the International Growth Fund.
THE FUND MANAGER AGREEMENT
Brinson served as Fund Manager of the International Growth Fund, pursuant
to a Fund Manager Agreement dated September 1994 (the "Previous Agreement").
Under the Adviser's Agreement, the International Growth Fund paid to Enterprise
Capital a management fee equal to 0.85% of its average daily net assets. From
this amount, under the Previous Agreement Enterprise Capital paid to Brinson
fees equal to 0.45% of the International Growth Fund's daily net assets up to
$100,000,000. These fees will change under the New Agreement to: 0.40 of 1% per
year for the first $100,000,000 of assets under management; 0.35 of 1% per year
for assets between $100,000,000 to $200,000; 0.30 of 1% per year for assets
between $200,000,000 and $500,000,000; and 0.25% per year for assets in excess
of $500,000,000.
For the fiscal year ended December 31, 1998, the International Growth Fund
paid to Enterprise Capital management fees in the amount of $574,799, of which
Enterprise Capital paid $304,305 to Brinson. If the New Agreement had been in
effect for 1998, the fee paid by Enterprise Capital to the Fund Manager would
have been $270,493.
The other terms of the New Agreement are identical in form to the Previous
Agreement. The form of the New Agreement is attached to this Information
Statement as Exhibit A.
THE BOARD OF DIRECTORS' DECISION
In approving the New Agreement, the Board of Directors considered a number
of material factors, including, but not limited to: that the terms and
conditions of the New Agreement are substantially identical to those of the
Previous Agreement, the performance of the International Growth Fund, the
quality of the services rendered by Vontobel USA, and that the New Agreement
would secure the continuity of such services. The Board considered these factors
to be of equal weight and importance. On the basis of their review of the New
Agreement and relevant information, the Board concluded that the New Agreement
was fair, reasonable and in the best interests of the shareholders of the
International Growth Fund. Accordingly, the Board of Directors, including the
non-interested Directors, unanimously approved the New Agreement.
Under the New Agreement, Vontobel USA is obligated to provide the same
services to the International Growth Fund as under the Previous Agreement. In
addition, the New Agreement does not change the management fee paid by the
International Growth Fund. Under the Previous Agreement, the International
Growth Fund paid to Enterprise Capital a fee equal to 0.85% of its average daily
net assets. From that amount, Enterprise Capital paid Brinson a fee of 0.45% on
the first $100 million and 0.35% thereafter of the International Growth Fund's
average daily net assets.
The New Agreement is identical in form to the Previous Agreement with the
exception of the revised Fund Manager fee schedule. The form of the New
Agreement is attached to this Information Statement as Exhibit A.
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INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of the Fund. Enterprise Capital is a second-tier
subsidiary of The MONY Group, Inc. Enterprise Fund Distributors, Inc. is the
Fund's principal underwriter, and its address is 3343 Peachtree Road NE, Suite
450, Atlanta, Georgia 30326-1022. Enterprise Capital also provides investment
advisory services to Enterprise Accumulation Trust International Growth
Portfolio that has an identical investment objective to the International Growth
Fund.
INFORMATION ON VONTOBEL USA
The following is a description of Vontobel USA, which is based on
information provided by Vontobel USA. Vontobel USA is not affiliated with
Enterprise Capital or The Enterprise Group of Funds, Inc. other than by reason
of serving as Fund Manager to one or more Funds.
Vontobel USA's offices are located at 450 Park Avenue, New York, New York
10022. Vontobel USA has provided investment counseling since 1984. Vontobel's
assets under management for all clients were $1.9 billion as of December 31,
1998. Usual separate account investment minimum is $10 million. It is a wholly-
owned subsidiary of Vontobel Holding Ltd., a Swiss bank holding company and an
affiliate of Bank J. Vontobel & Co. Ltd. Combined assets under management of all
affiliates were in excess of $40 billion as of December 31, 1998. Fabrizio
Pierallini, Senior Vice President and Managing Director of International
Investments is responsible for the day-to-day management of the Fund. Mr.
Pierallini has been employed by Vontobel USA since 1994. He previously served as
Associate Director/Portfolio Manager for Swiss Bank Corporation (UBS).
ADDITIONAL INFORMATION
To the knowledge of the Fund, as of April 1, 1999, no person beneficially
owned more than 5% of the outstanding shares of the International Growth Fund.
The Fund is not required to hold annual meetings of shareholders, therefore, it
cannot be determined when the next meeting of shareholders will be held.
Shareholder proposals intended to be considered for inclusion in the proxy
statement for the next meeting of shareholders must be received by the Fund a
reasonable time before the proxy statement is mailed. Whether a shareholder
proposal will be included in the proxy statement will be determined in
accordance with the applicable state and federal laws.
Copies of the Fund's most recent annual and semi-annual reports are
available without charge. You may obtain a copy of these reports by calling
800-432-4320, or writing to Enterprise Capital at the above address.
By Order of the Board of Directors,
Catherine R. McClellan
Secretary
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EXHIBIT A
INTERNATIONAL GROWTH FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 31st day of March, 1999, is among The Enterprise
Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise Capital
Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Vontobel USA Inc., a New York corporation (hereinafter referred
to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement dated as
of May 1, 1993, 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 series 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 Fund Managers to the series of the Fund.
(B) The parties hereto wish to enter into an agreement (the "Agreement")
whereby the Fund Manager will provide to the International Growth Fund of the
Fund (the "Fund") securities investment advisory services for that Fund, subject
to requisite approvals under the Investment Company Act of 1940. The Fund, the
Adviser, and the Fund Manager are registered under the 1940 Act.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager to render
certain investment advisory services to the Fund, as set forth herein. The
Fund 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 Fund Manager shall furnish the International Growth Fund
advice with respect to the investment and reinvestment of the assets of the
International Growth Fund, or such portion of the assets of the Fund as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the series as set forth in the
Fund's most recent Registration Statement and the Fund's governing
documents.
(3) The Fund 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 holdings or valuations to the
attention of the Adviser.
(4) The Fund Manager shall for all purposes herein be deemed to be an
independent contractor. The Fund Manager has no authority to act for or
represent the Fund or the series in any way except to direct securities
transactions pursuant to its investment advice hereunder. The Fund Manager
is not an agent of the Fund or the series.
(5) It is understood that the Fund Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or
the series.
(6) (a) The Adviser agrees to pay as compensation to the Fund 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 0.033 of
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1% of the average of the daily closing net asset value of the Fund managed
by the Fund Manager during such month (that is, 0.40 of 1% per year) for
the first $100,000,000 of assets under management; a sum equal to 0.029 of
1% of the average of the daily closing net asset value of the Fund during
such month (that is, 0.35 of 1% per year) for assets between $100,000,000
to $200,000,000 under management; and a sum equal to 0.025 of 1% of the
average of the daily closing net asset value of the Fund during such month
(that is, 0.30 of 1% per year) for assets between $200,000,000 and
$500,000,000; and a sum equal to 0.0208 of 1% (that is, 0.25% per year) for
assets in excess of $500,000,000.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the 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 Fund's
shares.
(7) The services of the Fund Manager hereunder are not to be deemed to
be exclusive, and the Fund 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 Fund Manager of its
responsibilities hereunder, it is agreed that the Fund 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 Fund 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 purchase or
sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by the Fund Manager
which have available funds for investment, the available securities will be
allocated in a manner believed by the Fund Manager to be equitable to each
company or account.
(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 Fund Manager shall
not be liable to the Fund, the series or the Adviser or to any shareholder
or shareholders of the Fund, the series 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 Fund Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent the
investment professionals of the Fund Manager who are responsible for
investing assets of the Fund from taking, at any time, a short position in
any shares of any holdings of any series of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short
positions, including without limitation, short against-the-box positions,
effected for tax reasons. The Fund Manager also will cooperate with the
Fund in adopting a written policy prohibiting insider trading with respect
to Fund series transactions insofar as such transactions may relate to the
Fund Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Fund, the Fund Manager is authorized to
select the brokers or dealers that will execute purchase and sale
transactions for the Fund, 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 Fund. Subject to
this primary requirement, and maintaining as its first consideration the
benefits for the Funds and its shareholders, the Fund Manager shall have
the right, subject to the approval of the Board of Directors of the Fund
and of the Adviser, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Fund, the Adviser,
or the Fund Manager and, subject to the Conduct Rules of the National
Association of Securities Dealers, Inc., to select brokers and dealers who
sell shares of series of the Fund.
(11) The Fund may terminate this Agreement by thirty (30) days written
notice to the Adviser and the Fund Manager at any time, without the payment
of any penalty, by vote of the Fund's Board of Directors, or by vote of a
majority of its outstanding voting securities. The Adviser may terminate
this
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Agreement by thirty (30) days written notice to the Fund Manager and the
Fund 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 March 1, 2000 and
from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a
majority of those Directors who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically approved
at least annually by the vote of a majority of Directors of the Fund who
are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such
approval.
(13) The Adviser shall indemnify and hold harmless the Fund Manager,
its officers and directors and each person, if any, who controls the Fund
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 from the Indemnified Party's performance or
non-performance of any duties under this Agreement. 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 Fund 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 Fund Manager or such
controlling persons.
The Fund 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 Fund Manager's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Fund 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 Fund Manager, the Fund 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 Fund
Manager by the provisions of subsection (i) and (ii) of this section.
(14) Except as otherwise provided in paragraph 13 hereof and as may be
required under applicable federal law, this Fund Manager's Agreement shall
be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a reasonable
period of time regarding a material change in the membership of the Fund
Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the 1940 Act.
(18) If any provision of this Agreement shall be held or made invalid
by a count decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
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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.
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(SEAL) THE ENTERPRISE GROUP OF FUNDS, INC.
By: /s/ VICTOR UGOLYN
-------------------------------------------------
Victor Ugolyn, Chairman, President
and Chief Executive Officer
ATTEST: /s/ CATHERINE R. MCCLELLAN
--------------------------------------------
Secretary
(SEAL) THE ENTERPRISE MANAGEMENT, INC.
By: /s/ VICTOR UGOLYN
-------------------------------------------------
Victor Ugolyn, Chairman, President
and Chief Executive Officer
ATTEST: /s/ CATHERINE R. MCCLELLAN
--------------------------------------------
Secretary
(SEAL) VONTOBEL USA INC.
By: /s/ HEINRICH SCHLEGEL
-------------------------------------------------
Heinrich Schlegel, President
and Chief Executive Officer
ATTEST: /s/ THOMAS WITTWER
--------------------------------------------
Secretary
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