<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 140.14a-12.
ENTERPRISE ACCUMULATION TRUST
(Name of Registrant as Specified in Its Chapter)
ENTERPRISE ACCUMULATION TRUST
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 11:(1)
4) Proposed maximum aggregate value of transaction:
[ ] 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: _________________________________________________
_______________
(1) Set Forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
ENTERPRISE ACCUMULATION TRUST
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, NE, SUITE 450, ATLANTA, GEORGIA 30326
Dear Equity, Small Cap and Managed Portfolio Contractholders:
Enclosed is a notice of Special Meeting of Shareholders of the Equity, Small
Cap and Managed Portfolios of Enterprise Accumulation Trust (the "Trust") to be
held at the offices of the Trust, 3343 Peachtree Road, NE, Suite 450, Atlanta,
Georgia on April 26, 1996 at 2:00 p.m. (the "Meeting"). At the Meeting,
shareholders of the Equity, Small Cap and Managed Portfolios will be asked to
approve an amended advisory agreement with Enterprise Capital Management, Inc.
("Enterprise Capital") (the "Amended Adviser's Agreement").
The Meeting has accordingly been called for the specific purpose of
approving the Amended Adviser's Agreement. The Amended Adviser's Agreement
provides for increased management fees, but otherwise, is substantially the same
as the existing agreement between the parties and is discussed in the
accompanying Proxy Statement.
The Trust's Board of Trustees has approved the Amended Adviser's Agreement
and recommends that the shareholders of the Equity, Small Cap and Managed
Portfolios approve the Amended Agreement.
Furthermore, assuming approval by the Equity, Small Cap and Managed
Portfolios of the proposal to increase their respective management fees,
Enterprise Capital will voluntarily agree, for the period May 1, 1996 through at
least April 30, 1997 to limit the total operating expenses of the Equity, Small
Cap and Managed Portfolios to 0.95% of their respective average daily net
assets.
You are cordially invited to attend the Meeting. Since it is important that
your vote be represented whether or not you are able to attend, you are urged to
complete, date, sign and return the enclosed voting instruction form in the
accompanying return envelope at your earliest convenience. Of course, we hope
that you will be able to attend the Meeting, and if you wish, you may vote your
shares in person, even though you may have already returned a proxy. Please
respond promptly in order to save additional costs of proxy solicitation in
order to make sure you are represented.
Sincerely,
VICTOR UGOLYN
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
ENTERPRISE ACCUMULATION TRUST
<PAGE>
ENTERPRISE ACCUMULATION TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE EQUITY, SMALL CAP AND MANAGED PORTFOLIOS
TO BE HELD ON APRIL 26, 1996
TO THE SHAREHOLDERS:
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of the Equity, Small Cap and Managed Portfolios of ENTERPRISE
ACCUMULATION TRUST, (the "Trust"), will be held at the offices of the Trust,
3343 Peachtree Road, NE, Atlanta, Georgia 30326, on April 26, 1996 at 2:00 p.m.,
Eastern Standard Time, for the following purposes:
1. To approve or disapprove an Amended Adviser's Agreement between
the Trust and Enterprise Capital Management, Inc., a wholly-owned
subsidiary of The Mutual Life Insurance Company of New York for each of
the Equity, Small Cap and Managed Portfolios, resulting in an increase
in the management fees for these Portfolios.
2. To act upon such other matters as properly may come before the
Meeting or any adjournment or adjournments thereof.
The close of business of February 28, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof. Your attention is called to the
accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED VOTING
INSTRUCTION FORM. If you are present at the Meeting, you may change your vote,
if desired, at that time.
CATHERINE R. McCLELLAN
SECRETARY
March 25, 1996
<PAGE>
YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR VOTING INSTRUCTIONS FORM PROMPTLY
Contractholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed voting instruction form for each
Portfolio of the Trust in which they own shares and to date, sign and return it
in the envelope provided, which needs no postage if mailed in the United States.
In order to avoid unnecessary expense, we ask for your cooperation in mailing in
your voting instruction form no matter how large or small your holding may be.
<PAGE>
ENTERPRISE ACCUMULATION TRUST
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, NE, ATLANTA, GEORGIA 30326
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1996
------------------------
GENERAL
This Proxy Statement is furnished to the shareholders of Enterprise
Accumulation Trust, a Massachusetts business trust (the "Trust") in connection
with the solicitation by management of proxies to be used at a special meeting
(the "Meeting") of shareholders to be held on April 26, 1996, or any adjournment
or adjournments thereof. The Notice of Meeting, Proxy Statement and Voting
Instruction Form will first be mailed on or about March 25, 1996.
Shares of beneficial interest ("Shares") of the Trust are presently sold to
The Mutual Life Insurance Company of New York ("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. Instructions of Contractholders are being solicited for the
approval or disapproval of a new Adviser's Agreement for the Equity, Small Cap
and Managed Portfolios of the Trust.
SHARE OWNERSHIP
The Trust consists of five Portfolios (the "Portfolios"), each of which is a
separate series of shares of beneficial interest: the Equity Portfolio, Small
Cap Portfolio, Managed Portfolio, International Growth Portfolio, and High-Yield
Bond Portfolio.
As of February 28, 1996 (the "Record Date"), the number of outstanding
shares of each Portfolio was as follows:
<TABLE>
<CAPTION>
PORTFOLIO OUTSTANDING
- ----------------------------------------------------------------- --------------
<S> <C>
Equity........................................................... 7,642,524.890
Small Cap........................................................ 8,951,416.531
Managed.......................................................... 47,295,313.375
</TABLE>
As of the Record Date, MONY and MONY America owned all of the outstanding
shares of the Trust. Although shares held by the Variable Accounts generally
will be voted in accordance with instructions received from Contractholders, as
discussed below, the Trust might nevertheless be deemed to be controlled by MONY
and MONY America by virtue of the definition of "control" contained in the
Investment Company Act of 1940, as amended (the "Investment Company Act"). MONY
and MONY America disclaim such control.
To the knowledge of the Trust, as of the Record Date, no single person or
"group" (as such term is used in Section 13(d) of the Securities Exchange Act of
1934, had the power to direct the vote of more than 5% of any Portfolio's
outstanding shares. As of the Record Date, Trustees and officers of the Trust as
a group beneficially owned none of the Trust's outstanding shares.
<PAGE>
PROXIES AND VOTING
In order that you may be represented at the Meeting or any adjournment or
adjournments thereof, you are requested to indicate your voting instructions on
the enclosed voting instruction form, to date and sign the form, and to mail the
form promptly in the enclosed postage paid envelope, allowing sufficient time
for the form to be received before the Meeting. Abstentions will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and will have the effect of a negative vote.
A quorum for the Meeting will consist of a majority of the shares issued and
outstanding and entitled to vote in person or be represented by proxy. If, by
the time scheduled for the Meeting, a quorum is not present or if a quorum is
present but sufficient voting instructions in favor of the proposals described
in this Proxy Statement are not received from Contractholders, MONY or MONY
America may propose one or more adjournments of the Meeting to permit further
solicitation of voting instructions from Contractholders. Any such adjournment
will require the affirmative vote of a majority of the shares of the Trust
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of any such adjournment if they
determine that such adjournment and additional solicitation are reasonable and
in the interests of each Portfolio's shareholders.
Shares of the Equity, Small Cap and Managed Portfolios will be voted
separately, with each Portfolio voting as a single class.
MONY and MONY America will vote shares of the Portfolios allocated to
subaccounts ("Subaccounts") of their respective Variable Accounts which
correspond to the Portfolios based on instructions received from the
Contractholders of such Variable Account having the voting interest in the
corresponding number of shares of each Portfolio held in such Variable Account.
Each Contractholder will have the equivalent of one voting instruction per $100
of value attributable to each of the Contracts held with fractional voting
instructions for amounts less than $100. These voting instructions, represented
as votes per $100 of value in each of the Subaccounts of the Variable Accounts,
will be converted into a proportionate number of votes in shares of each of the
corresponding Portfolios of the Trust. Shares for which no instructions are
received in time to be voted will be voted by the record holder in the same
proportion as instructions which have been received in time to be voted. If
required by state insurance officials, a Variable Account may disregard voting
instructions in certain instances.
Voting instructions may be revoked at any time prior to the voting thereof
by: (i) written instructions addressed to the Secretary of the Trust at
Enterprise Capital Management, Inc., 3343 Peachtree Road, NE, Suite 450,
Atlanta, Georgia 30326; (ii) attendance at the Meeting and voting in person or
(iii) properly executing and returning a new voting instruction form (if
received in time to be voted). Mere attendance at the Meeting will not revoke
voting instructions.
All expenses of the preparation and distribution of these proxy materials
will be borne by Enterprise Capital Management, Inc. ("Enterprise Capital"), the
Trust's investment adviser, and OpCap Advisors ("OpCap"), the Equity, Small Cap
and Managed Portfolios' sub-adviser (formerly known as Quest For Value Advisors)
in such proportions as may be agreed between them. In addition to the
solicitation of voting instructions by the use of the mails, voting instructions
may be solicited by officers and employees of Enterprise Capital or its
affiliates, or of MONY or its affiliates, personally or by telephone or
telegraph or by one or more proxy soliciting firms. Brokerage houses, banks and
other
2
<PAGE>
fiduciaries may be requested to forward soliciting material to their principals
and to obtain authorization for the execution of voting instruction forms. For
those services, they will be reimbursed by Enterprise Capital, MONY, and/or
OpCap for their out-of-pocket expenses.
All information contained in this Proxy Statement concerning the Trust,
Enterprise Capital, OpCap Advisors or affiliates of Enterprise Capital or OpCap
Advisors has been supplied by each of such persons, respectively. All
information contained in this Proxy Statement regarding MONY or MONY America or
their respective affiliates has been supplied by MONY.
3
<PAGE>
PROPOSAL NO. 1
APPROVAL OR DISAPPROVAL OF NEW ADVISER'S AGREEMENT
BETWEEN THE TRUST AND THE ADVISER
BACKGROUND
GENERAL. The Meeting has been called for the purpose of considering an
Amended Adviser's Agreement for the Portfolios as a result of a proposed
increase in the Adviser's fee paid by Trust to Enterprise Capital for services
rendered to the Equity Portfolio, Small Cap Portfolio and Managed Portfolio.
Accordingly, shareholders are being asked to approve an Amended Adviser's
Agreement Management (the "Adviser's Agreement") embodying exactly the same
terms with the increased fees. The Trust's Board of Trustees has approved the
Amended Adviser's Agreement, subject to approval by the shareholders of the
Portfolios.
EXISTING ADVISER'S AGREEMENT
Enterprise Capital currently serves as Adviser for the Trust under an
investment advisory agreement (the "Existing Adviser's Agreement") dated
September 9, 1994. The Trust pays Enterprise Capital on a monthly basis
compensation at the annual rate of 0.60% of the average daily net assets of each
of the Equity, Small Cap and Managed Portfolios.
AMENDED ADVISER'S AGREEMENT
Except for a different fee schedule, the terms of the Amended Adviser's
Agreement are identical in all respects to the terms of the Existing Adviser's
Agreement. A form of the Amended Adviser's Agreement is attached to this Proxy
Statement as Exhibit A, and the description set forth in this Proxy Statement of
the New Adviser's Agreement is qualified in its entirety by reference to Exhibit
A.
As compensation for its services to each of the Portfolios under the New
Adviser's Agreement, Enterprise Capital will be entitled to receive from the
Trust fees calculated at the following rates based upon average daily net assets
of each of the Equity, Small Cap and Managed Portfolios, respectively, as
follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------------------------- -----------
<S> <C>
First $400 million.................................................. 0.80%
Next $400 million................................................... 0.75%
Over $800 million................................................... 0.70%
</TABLE>
Furthermore, assuming approval of the Equity, Small Cap and Managed
Portfolios of the proposal to increase their respective management fees,
Enterprise Capital will voluntarily agree, for the period May 1, 1996 through at
least April 30, 1997 to limit the total operating expenses of the Equity, Small
Cap and Managed Portfolios to 0.95% of their respective average daily net
assets. Beginning May 1, 1997, this voluntary expense limitation may terminate
at the discretion of Enterprise Capital.
Enterprise Capital has entered into Portfolio Manager Agreements dated
September 9, 1994, with OpCap Advisors, formerly Quest For Value Advisors, the
Portfolio Manager of the Equity, Small Cap and Managed Portfolios. Enterprise
Capital, and not the Trust, compensates OpCap Advisors for its services for the
Portfolios. The fee schedule pursuant to which Enterprise Capital currently
compensates OpCap Advisors is 0.40% annually of the average daily net assets per
Portfolio. OpCap Advisors has agreed to reduce the annual management fee on
assets in excess of $1 billion under
4
<PAGE>
management from 0.40% to 0.30% of the average daily net assets per Portfolio.
OpCap Advisors has advised Enterprise Capital and the Trustees of the Trust that
the reduced Portfolio Management fees will not result in any diminution of
quality of services to be rendered.
Set forth below are two comparative tables. The first table shows the amount
of the fees and the expenses payable under the Existing Adviser's Agreement. The
second table shows the amount of fees and expenses payable if the Amended
Adviser's Agreement goes into effect and includes Enterprise Capital's voluntary
agreement to limit the total operating expenses of the Equity, Small Cap and
Managed Portfolios as stated above.
COMPARATIVE FEE TABLE
Annual Operating Expenses of Equity, Small Cap and Managed Portfolios for
fiscal year ending December 31, 1995 (as a percentage of average net assets)
CURRENT MANAGEMENT FEES AND EXPENSES
<TABLE>
<CAPTION>
EQUITY SMALL CAP MANAGED
------ --------- -------
<S> <C> <C> <C>
Management Fee......................................... 0.60% 0.60% 0.60%
Other Expenses......................................... 0.09% 0.09% 0.07%
Total Portfolio Operating Expenses................. 0.69% 0.69% 0.67%
</TABLE>
PROPOSED MANAGEMENT FEES AND EXPENSES
<TABLE>
<CAPTION>
MANAGEMENT FEE EQUITY SMALL CAP MANAGED
- ------------------------------------------------------- ------ --------- -------
<S> <C> <C> <C>
For assets up to $400,000,000.......................... 0.80% 0.80% 0.80%
For assets from $400,000,000-$800,000,000.............. 0.75% 0.75% 0.75%
For assets from $800,000,000 and above................. 0.70% 0.70% 0.70%
Other Expenses......................................... 0.09% 0.09% 0.07%
Total Portfolio Operating Expenses................. 0.89% 0.89% 0.83%
</TABLE>
The above referenced tables do not reflect expenses, including sales loads
and any other charges, that may be imposed by the Variable Accounts to which the
Portfolios offer their shares.
Set forth below are (1) the management fees of the Equity, Small Cap, and
Managed Portfolios, expressed as dollar amounts for the Trust's fiscal year
ended December 31, 1995; (2) the pro forma management fees for these Portfolios,
expressed as dollar amounts for such year, which assume the Amended Adviser's
Agreement was in effect for such year, and (3) the difference between the actual
and pro forma fee figures, expressed as both dollar amounts and as percentages
of the management fees for these Portfolios for such year.
MANAGEMENT FEES
<TABLE>
<CAPTION>
PORTFOLIO ACTUAL AMENDED DIFFERENCE
- ---------------------------------------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
Equity.................................. $ 752,635 $1,003,513 $ 250,878 33.3%
Small Cap............................... $ 907,835 $1,210,446 $ 302,611 33.3%
Managed................................. $5,852,587 $7,428,018 $1,575,431 26.9%
</TABLE>
5
<PAGE>
DESCRIPTION OF EXISTING ADVISER'S AGREEMENT AND AMENDED ADVISER'S AGREEMENT
Except for the proposed change in the management fees payable by the Equity,
Small Cap and Managed Portfolios, the terms of the Existing and Amended
Adviser's Agreements are identical in all material respects. The Amended
Agreement does not reflect Enterprise Capital's voluntary agreement effective
May 1, 1996 through April 30, 1997 to limit total operating expenses of the
Equity, Small Cap and Managed Portfolios to 0.95% of their total respective
average daily net assets. A form of the Amended Adviser's Agreement with a new
Schedule A which differs from the Existing Adviser's Agreement is attached to
this Proxy Statement as Exhibit A.
Enterprise Capital currently serves as Investment Adviser for the Trust
under the Existing Adviser's Agreement dated September 9, 1994. The Existing
Adviser's Agreement was most recently approved by the Board on February 15, 1995
including a majority of the Trustees who are not "interested persons" (as such
term is defined in the Investment Company Act) of the Trust or of Enterprise
Capital (the "Independent Trustees"), and by the shareholders on September 9,
1994.
Under both the Existing and Amended Adviser's Agreements, Enterprise Capital
is required to (i) regularly provide supervision of the Portfolio Manager's
compliance with federal and state regulations including the Investment Company
Act; (ii) evaluate the Portfolio Manager's performance; (iii) analyze the
composition the investment Portfolios of each Portfolio and prepare reports
thereon; (iv) evaluate each Portfolio's performance in comparison to other
mutual funds and other market information; (v) conduct searches, upon request of
the Board, for replacement of any Portfolio Managers then serving the Trust; and
(vi) prepare presentations to shareholders which analyze the Trust's overall
investment program and performance.
Under the Existing and Amended Adviser's Agreements, Enterprise Capital also
provides administrative services to the Trust including (i) coordination of the
functions of the accountants, counsel and other parties performing services for
the Trust; and (ii) preparation and filing reports required by federal
securities laws, shareholder reports and other proxy materials.
The Existing and Amended Adviser's Agreements contain identical provisions
relating to the selection of broker/dealers for the Trust's Portfolio
transactions. Under these agreements, Portfolio decisions are based upon
recommendations of Enterprise Capital and the judgment of the Portfolio
Managers. Enterprise Capital's primary consideration when executing securities
transactions with broker/dealers is to obtain, and maintain the availability of
execution at the most favorable price in the most effective manner possible. The
Existing and Amended Adviser's Agreement provides for a one year initial term
and, like the Existing Adviser's Agreement, provides that it shall continue in
effect from year to year thereafter provided such continuance is approved at
least annually, but in the manner required by the Investment Company Act, and
that it may be terminated at any time by Enterprise Capital or the Board or by a
vote of a "majority of the outstanding voting securities" as each Portfolio
voting separately, as that term is defined in the Investment Company Act, in
each instance without the payment of any penalty, on 60 days notice by
Enterprise Capital to the Trust, and 60 days notice to the Trust to Enterprise
Capital and will automatically terminate upon any "assignment," as defined in
the Investment Company Act.
REASONS FOR THE MANAGEMENT FEE INCREASE
Enterprise Capital informed the Board that it has incurred increased
management-related and administrative expenses relating to the Equity, Small Cap
and Managed Portfolios of the Trust as a result of the complexity and extent of
the services it provides. Enterprise Capital explained that
6
<PAGE>
Enterprise Capital has enhanced its available services to assure the continued
receipt of high quality portfolio management and administrative services to the
Portfolios. Enterprise Capital informed the Board that the proposed management
fee increases would enable Enterprise Capital to continue to offer the
Portfolios the highest levels of expertise and to retain and attract capable
personnel and sub-advisers to serve the Portfolios.
TRUSTEES' CONSIDERATION
The Board of Trustees believes that the terms of the Amended Adviser's
Agreement and, in particular, the increase in the management fees payable by the
Portfolios, are fair to, and in the best interests of, the Trust, the
Portfolios, and their shareholders. The Board of Trustees, including all of the
non-independent Trustees, recommends approval by the shareholders of the Amended
Adviser's Agreement. In making this recommendation, the Trustees carefully
evaluated, with the advice and assistance of legal counsel, all factors they
deemed relevant. These factors include: (1) the nature and extent of the
services rendered; (2) the investment record of Enterprise Capital in managing
each of the Portfolios; (3) the increased scope and complexity of administering
the Trust and servicing Portfolios; (4) the necessity of Enterprise Capital
maintaining and enhancing its abilities to retain and attract capable personnel
and sub-advisers to serve the Trust; (5) the current and anticipated revenues
and expenses of Enterprise Capital in connection with the performance of
services under the Existing and Amended Adviser's Agreements including pro forma
profitability data assuming implementation of the Amended Advisory Agreement;
(6) possible benefits which Enterprise Capital and its affiliates may derive
from the relationship with the Trust; and (7) comparative information respecting
fees and expenses incurred by other similar investment companies. The Trustees
also considered that the new fee arrangements contain breakpoints designed to
share economics of scale as each Portfolio's assets increase to certain levels.
The Trustees also considered the proposed fee reduction by OpCap Advisors.
Attached to this proxy statement is Exhibit B. It is a list of other funds
managed by Enterprise Capital that have similar investment objectives to those
of the Equity, Small Cap and Managed Portfolios of the Trust, their assets and
the rate of advisory fee paid to Enterprise Capital.
In evaluating the Amended Advisory Agreement, the Board relied on their
ongoing review of Enterprise Capital's activities on behalf of the Trust and
were provided with specific data by Enterprise Capital. The Board considered
information obtained from Lipper Analytical Services, Inc. relating to
investment management fees and total expenses paid by other investment companies
comparable to the Trust and compared the investment performance of the Equity,
Small Cap and Managed Portfolios with each Portfolio's relevant comparative
securities index and similar funds managed by other advisers. The proposed fees
compared favorably with similar funds.
Based upon its review, the independent trustees concluded that adoption of
the Amended Advisory Agreement would, with respect to each portfolio, assure the
continued receipt of high quality portfolio management and administrative
services at a fair and reasonable fee. Accordingly, the Trustees, including the
independent Trustees, unanimously concluded that adoption of the Amended
Adviser's Agreement was in the best interest of each Portfolio and its
shareholders.
FOR REASONS STATED ABOVE, THE TRUSTEES RECOMMEND THAT SHAREHOLDERS APPROVE
THE AMENDED ADVISER'S AGREEMENT.
7
<PAGE>
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital is a wholly owned subsidiary of MONY which is located at
1740 Broadway, New York, New York, 10019. MONY Securities Corp., the principal
underwriter, is located at 1740 Broadway, New York, New York, 10019. The
location of Enterprise Capital is Atlanta Financial Center, 3343 Peachtree Road,
Suite 450, Atlanta, Georgia, 30326.
The officers of the Trust who are officers of Enterprise Capital are as
follows:
<TABLE>
<CAPTION>
NAME POSITION WITH ENTERPRISE CAPITAL POSITION WITH THE TRUST
- ----------------------------------------------------------------- --------------------------------- ----------------------------
<S> <C> <C>
Victor Ugolyn Chairman, President, & CEO Chairman, President & CEO
Catherine R. McClellan Senior VP, Chief Counsel, & Sec. Secretary
Phillip G. Goff VP and Chief Financial Officer Vice President
Herbert M. Williamson VP and Treasurer Treasurer
</TABLE>
AFFILIATED BROKERS
For the fiscal year ended December 31, 1995, Oppenheimer & Company, Inc., an
affiliate of OpCap Advisors, the Portfolio Manager of the Equity, Small Cap and
Managed Portfolios was paid a total of $56,180 in brokerage commissions by the
Equity Portfolio; $158,257 in brokerage commissions by the Small Cap Portfolio;
and $340,835 in brokerage commissions by the Managed Portfolio; which amounts
were 51%, 42% and 36%, respectively, of each Portfolio's total brokerage
commissions paid during the period.
VOTE REQUIRED
Approval of Proposal 1 with respect to such Portfolio requires the
affirmative vote of "a majority of the outstanding voting securities" of that
Portfolio, which for this purpose means the affirmative vote of the lesser of
(i) more than 50% of the outstanding shares of such Portfolio or (ii) 67% or
more of the shares of such Portfolio present at the Meeting if more than 50% of
the outstanding shares of such Portfolios are represented at the Meeting in
person or by proxy. The vote of each Portfolio will be voted separately with
respect to the proposal, and the proposal with respect to each Portfolio is not
contingent on the appropriate vote being received by any other Portfolio.
For each of the Equity, Small Cap and Managed Portfolios that approve the
proposal, the Amended Adviser's Agreement will become effective May 1, 1996.
Should any of the Portfolios not approve the Proposal, the Existing
Adviser's Agreement advisory fee for any Portfolio not approving the Proposal
will remain in effect and the Board will consider alternative actions.
RECEIPT OF SHAREHOLDER PROPOSALS
Notwithstanding the approval or disapproval of the proposals described
above, as in the past, the Trustees do not intend to hold regular annual
meetings of shareholders of the Trust. If a shareholder wishes to present a
proposal to be included in the proxy statement for the next meeting of
shareholders of a Portfolio, such proposal must be received by the Trust a
reasonable time before the solicitation is to be made. The Trustees will call
meetings of shareholders of a Portfolio as may be required under the Investment
Company Act (such as to approve a new investment advisory agreement for a
Portfolio or to remove trustees) or as they may determine in their discretion.
8
<PAGE>
MAILING OF ANNUAL REPORT
The Trust will furnish, without charge, a copy of its Annual Report for the
year ended December 31, 1995 to Contractholders upon request. Such requests
should be made to Catherine R. McClellan, Enterprise Capital, Atlanta Financial
Center, 3343 Peachtree Road, Suite 450, Atlanta, GA, 30326 or by calling
800-432-4320. The report will be sent by first class mail within three business
days of the request.
OTHER BUSINESS
The management knows of no business other than the matters specified above
which will be presented at the Meeting. Inasmuch as matters not known at the
time of the solicitation may come before the Meeting, the enclosed voting
instruction form confers discretionary authority with respect to such matters as
may properly come before the Meeting. It is the intention of MONY and MONY
America to vote in accordance with their judgment on such matters.
BY ORDER OF THE BOARD OF TRUSTEES
CATHERINE R. McCLELLAN
SECRETARY
Dated: March 25, 1996
9
<PAGE>
EXHIBIT A
ENTERPRISE ACCUMULATION TRUST
INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 9th day of September, 1994, is by and between
Enterprise Accumulation Trust, a trust organized under the laws of Massachusetts
(hereinafter referred to as the "Fund") and Enterprise Capital Management, Inc.,
a Georgia corporation (hereinafter referred to as the "Adviser").
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund and the
Adviser agree as follows:
(1) The Fund hereby employs the Adviser to act as the Investment Adviser
of the Fund, and in addition to render certain other services to the Fund, all
as set forth herein. The Adviser hereby accepts such employment and agrees to
perform such services on the terms set forth, and for the compensation herein
provided.
(2) The Adviser will furnish each Portfolio of the Fund advice with
respect to the investment and reinvestment of the assets of each Portfolio of
the Fund in accordance with the investment objectives of each such Portfolio as
set forth in any currently effective registration statement with the Securities
and Exchange Commission (the "SEC") with respect to securities of the Fund.
(3) In carrying out its duties hereunder, it is contemplated that the
Adviser will select and employ subinvestment adviser Portfolio Managers for the
respective Portfolios of the Fund, subject to compliance with the provisions of
Section 15 of the Investment Company Act of 1940, as amended.
(4) The Adviser will provide oversight and management services to the Fund
which will include, but not be limited to, (i) supervising the sub-adviser's
compliance with federal and state regulations, including the Investment Company
Act, (ii) evaluating the sub-adviser's performance, (iii) analyzing the
composition of the investment portfolios of each Portfolio of the Trust and
preparing reports thereon for the Board or any committee of the Board, (iv)
evaluating each Portfolio's performance in comparison to similar mutual funds
and other market information, (v) conducting searches, upon request of the
Board, for a replacement for any sub-adviser then serving the Trust, and (vi)
preparing presentations to shareholders which analyze the Trust's overall
investment program and performance.
(5) The Adviser will for all purposes herein be deemed to be an
independent contractor. The Adviser has no authority to act for or represent the
Fund in any way and is not an agent of the Fund.
(6) The Adviser will, at its own expense, furnish to the Fund directly or
through any of the Adviser's affiliates or subsidiaries, office facilities,
including space, furniture and equipment, and, to the extent that such services
are not being provided by others under contract with the Fund, personnel for the
managing of the affairs of, servicing the investment of, and keeping the books
and records of the Fund, including clerical, research, statistical and
investment work, but not including duties or services which are customarily
performed for an open-end management investment company by its Board of
Trustees, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
<PAGE>
Personnel provided shall be persons satisfactory to the Board of Trustees of
the Fund to serve as officers of the Fund, including a President, one or more
Vice Presidents, a Secretary, a Treasurer and such additional officers and
employees as may reasonably be necessary for the execution of its duties under
this Agreement.
The personnel and facilities furnished as aforesaid shall be subject to the
control and direction of the Board of Trustees of the Fund. Such personnel shall
be employees of the Fund, notwithstanding that some or all of their compensation
and expenses of their employment may be paid by the Adviser.
(7) It is understood that the Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of the Fund except those
specifically stated herein to be payable by the Adviser. In connection
therewith, the Adviser understands that the Fund pays and shall continue to pay
the following expenses (which shall not be a limiting statement of such
expenses):
(a) The fees, compensation and traveling expenses of the Trustees of the
Fund,
(b) Telephone, telegraphic and postage expenses related to
communications between Trustees and officers of the Fund, other than those
provided by the Adviser,
(c) The fees of any custodian, transfer agent, registrar or dividend
disbursing agent of the Fund,
(d) Compensation of the Fund's auditors and counsel, including
compensation and costs relating to litigation,
(e) Franchise, income and original issue taxes relating to the Fund and
its securities,
(f) Fees and legal expenses incurred in qualifying the shares of the
Fund for sale with any state regulatory agency in the several states, and
the fees and expenses of maintaining, renewing, increasing or amending such
qualification,
(g) Insurance premiums or interest on indebtedness,
(h) Association dues,
(i) Fees and expenses involved in registering and maintaining
registrations of the Fund and of its shares with the SEC, including the
preparation and printing of prospectuses,
(j) Costs of printing and mailing reports to shareholders, proxy
statements, dividends notices and other communications to shareholders, as
well as all expenses of shareholders and Trustees meetings,
(k) Cost of printing of stock certificates,
(l) Broker's commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a
party, and
(m) Business licenses, intangible and franchise taxes.
Costs relating to the Fund's dividends and capital gains reinvestment
program and other shareholder plans will not be borne by the Fund except to the
extent of the normal cost to the Fund of issuing shares. All other costs
relating to such programs and plans will be borne by the Adviser.
(8) The Fund agrees to pay the Adviser for its services and facilities to
be furnished under this Agreement, within 15 days after the close of each
calendar month after the effective date of this Agreement, the amounts equal to
the percentages of the average of the daily closing net asset values of
<PAGE>
the respective Portfolios of the Fund that are set forth in Schedule A hereto.
Subject to the requirements of Section 15 of the Investment Company Act of 1940,
such Schedule A may be amended from time to time by agreement between the Fund
and the Adviser with respect to existing Portfolios of the Fund or as new
Portfolios are added to the Fund.
(9) The services of the Adviser hereunder are not to be deemed to be
exclusive, and the Adviser 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 Adviser of its responsibilities hereunder, it
is agreed that the Adviser 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.
(10) 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 Adviser shall not be liable to the Fund or
to any shareholder or shareholders of the Fund for any mistake of judgment, act
or omission in the course of, or connected with, the services to be rendered by
the Adviser hereunder.
(11) Subject to and in accordance with the articles of incorporation and
by-laws of the Fund and of the Adviser, it is agreed that the Trustees,
officers, employees and shareholders of the Fund are or may become interested in
the Adviser as Trustees, officers, employees, shareholders or otherwise, and
that Trustees, officers, employees and shareholders of the Adviser are or may
become similarly interested in the Fund and that the Adviser may be or become
interested in the Fund as a shareholder, or otherwise.
(12) The Adviser will not take, and it will take necessary steps to prevent
its officers and directors from taking, at any time, a short position in any
Portfolio securities shares of the Fund. The Adviser also will cooperate with
the Fund in adopting a written policy prohibiting insider trading with respect
to Fund portfolio transactions.
(13) In connection with the management of the investment and reinvestment
of the assets of the Fund and subject to review by the Fund's Board of Trustees,
the Adviser is authorized to select the brokers or dealers that will execute
purchase and sale transactions for each Portfolio of the Fund and, at its
option, at all times or from time to time to permit the respective Portfolio
Managers to make such selections, subject to the review of the Adviser. In
connection with such activity, the Adviser is directed to use its best efforts
to obtain the best available price and most favorable execution with respect to
all 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 Fund, its Portfolios and its shareholders, the Adviser shall
have the right, subject to the control of the Board of Trustees of the Fund, to
follow a policy of selecting brokers and dealers who furnish statistical
research and other services to the Fund, the Adviser or any Portfolio Manager
and, subject to the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., to consider sales of shares of the Portfolios as a
factor in the selection of brokers or dealers.
With respect to Section 17(e) of the Investment Company Act of 1940 and
Section 11(a) of the Securities Exchange Act of 1934, the Fund hereby expressly
consents and agrees that any associated person of the Adviser, including,
without limitation, MONY Securities Corp., may effect securities transactions
exchange of which such associated person is a member, and that the Adviser and
such associated person may receive or retain compensation in connection
therewith.
The Adviser recognizes that Oppenheimer & Co., Inc. ("Opco") will act as
regular broker for the Fund Portfolios of which OpCap Advisors acts as Portfolio
Manager, so long as it is lawful for Opco so
<PAGE>
to act, and that Opco may be a major recipient of brokerage commissions paid by
these Fund Portfolios. These Fund Portfolios will not purchase any securities
from or sell any securities to Opco acting as principal for their own account.
On occasions when the Adviser deems the purchase or sale of a security or
other investment to be in the best interest of any Portfolio of the Fund as well
as other Portfolios of the Fund, the Adviser may, to the extent permitted by
applicable law and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner that it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and each of its
Portfolios.
(14) The Fund may terminate this Agreement by sixty days written notice to
the Adviser 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, and the Adviser may terminate this Agreement by sixty days written
notice to the Fund, 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 provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(15) Subject to prior termination as provided above, this Agreement shall
continue in force from the date of execution until May 1, 1997, 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 directors 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 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.
(16) This Agreement may be amended at any time by mutual consent of the
parties; provided, that such consent on the part of the Fund shall have been
approved by a vote of the majority of the outstanding voting securities of the
Fund; but further provided, that this limitation shall not prevent any minor
amendments to the Agreement which may be required by federal or state regulatory
bodies, which amendments may be made without shareholder approval.
(17) 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.
(18) 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, 1988. 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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the date first above written.
ENTERPRISE ACCUMULATION TRUST
(SEAL)
ATTEST: By:
------------------------------------
- ----------------------------------- Its: President
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: By:
------------------------------------
- ----------------------------------- Its: President
<PAGE>
SCHEDULE A TO ENTERPRISE ACCUMULATION TRUST
INVESTMENT ADVISER'S AGREEMENT
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE DAILY CLOSING NET ASSET
NAME OF PORTFOLIO VALUES OF PORTFOLIO TO BE PAID
- -------------------------------- ----------------------------------------------
<S> <C>
Equity.......................... At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset values
of the Portfolio per year for assets from
$400,000,000 to $800,000,000; and at the rate
of .70% of the average of the daily closing
net asset values of the Portfolio in excess
of $800,000,000 per year, paid monthly.
Small Cap....................... At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset values
of the Portfolio per year for assets from
$400,000,000 to $800,000,000; and at the rate
of .70% of the average of the daily closing
net asset values of the Portfolio in excess
of $800,000,000 per year, paid monthly.
Managed......................... At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset values
of the Portfolio per year for assets from
$400,000,000 to $800,000,000; and at the rate
of .70% of the average of the daily closing
net asset values of the Portfolio in excess
of $800,000,000 per year, paid monthly.
International Growth At the rate of .85% of the average of the
Portfolio...................... daily closing net asset values of the
Portfolio per year, paid monthly.
High-Yield Bond Portfolio....... At the rate of .60% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
</TABLE>
<PAGE>
EXHIBIT B
INFORMATION ON FUNDS MANAGED BY ENTERPRISE CAPITAL
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS ADVISORY FEE
AS OF RATE AS % OF
12/31/95 AVERAGE ANNUAL
NAME OF FUND (IN MILLIONS) NET ASSETS
- --------------------------------------------------- ------------- --------------
<S> <C> <C>
Enterprise Group of Funds, Inc.
Growth Portfolio................................. 127.1 .75
Small Company.................................... 23.4 .75
Managed.......................................... 91.3 .75
</TABLE>
<PAGE>
ENTERPRISE ACCUMULATION TRUST
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING APRIL 26, 1996
The undersigned does hereby instruct The Mutual Life Insurance Company of
New York ("MONY") and MONY Life Insurance Company of the Americas ("MONY
Americas") to vote the number of shares of beneficial interest as to which the
undersigned entitled to give instructions at the Special Meeting of Shareholders
of the Enterprise Accumulation Trust to be held on April 26, 1996, at the
offices of Enterprise Capital Management, Atlanta Financial Center, 3343
Peachtree Road, NE, Suite 450, Atlanta, GA, 30326 at 2:00 p.m., and at any
adjournment thereof, as follows:
MANAGEMENT RECOMMENDS A VOTE FOR ALL OF THE PROPOSALS LISTED BELOW AND ON
THE REVERSE SIDE HEREOF. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR IF NO CHOICE IS INDICATED. THE PROXY IS SOLICITED ON BEHALF OF
MANAGEMENT.
1. APPROVAL OF AMENDED ADVISER'S AGREEMENT BETWEEN THE TRUST AND ENTERPRISE
CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
Equity Portfolio...........................................
--- ------- -------
</TABLE>
2. TO ACT UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
DATED: --------------------------------------- , 1996
(Month, Day)
---------------------------------------------
Signature(s)
---------------------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, guardian, etc.,
please give your full title as such. Joint owners should each sign this
Voting Instruction Form.
<PAGE>
ENTERPRISE ACCUMULATION TRUST
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING APRIL 26, 1996
The undersigned does hereby instruct The Mutual Life Insurance Company of
New York ("MONY") and MONY Life Insurance Company of the Americas ("MONY
Americas") to vote the number of shares of beneficial interest as to which the
undersigned entitled to give instructions at the Special Meeting of Shareholders
of the Enterprise Accumulation Trust to be held on April 26, 1996, at the
offices of Enterprise Capital Management, Atlanta Financial Center, 3343
Peachtree Road, NE, Suite 450, Atlanta, GA, 30326 at 2:00 p.m., and at any
adjournment thereof, as follows:
MANAGEMENT RECOMMENDS A VOTE FOR ALL OF THE PROPOSALS LISTED BELOW AND ON
THE REVERSE SIDE HEREOF. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR IF NO CHOICE IS INDICATED. THE PROXY IS SOLICITED ON BEHALF OF
MANAGEMENT.
1. APPROVAL OF AMENDED ADVISER'S AGREEMENT BETWEEN THE TRUST AND ENTERPRISE
CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
Small Cap Portfolio........................................
--- ------- -------
</TABLE>
2. TO ACT UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
DATED: --------------------------------------- , 1996
(Month, Day)
---------------------------------------------
Signature(s)
---------------------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, guardian, etc.,
please give your full title as such. Joint owners should each sign this
Voting Instruction Form.
<PAGE>
ENTERPRISE ACCUMULATION TRUST
VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING APRIL 26, 1996
The undersigned does hereby instruct The Mutual Life Insurance Company of
New York ("MONY") and MONY Life Insurance Company of the Americas ("MONY
Americas") to vote the number of shares of beneficial interest as to which the
undersigned entitled to give instructions at the Special Meeting of Shareholders
of the Enterprise Accumulation Trust to be held on April 26, 1996, at the
offices of Enterprise Capital Management, Atlanta Financial Center, 3343
Peachtree Road, NE, Suite 450, Atlanta, GA, 30326 at 2:00 p.m., and at any
adjournment thereof, as follows:
MANAGEMENT RECOMMENDS A VOTE FOR ALL OF THE PROPOSALS LISTED BELOW AND ON
THE REVERSE SIDE HEREOF. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR IF NO CHOICE IS INDICATED. THE PROXY IS SOLICITED ON BEHALF OF
MANAGEMENT.
1. APPROVAL OF AMENDED ADVISER'S AGREEMENT BETWEEN THE TRUST AND ENTERPRISE
CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
Managed Portfolio..........................................
--- ------- -------
</TABLE>
2. TO ACT UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
DATED: --------------------------------------- , 1996
(Month, Day)
---------------------------------------------
Signature(s)
---------------------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, guardian, etc.,
please give your full title as such. Joint owners should each sign this
Voting Instruction Form.
