ENTERPRISE ACCUMULATION TRUST, 485APOS, 1998-10-14

ENTERPRISE ACCUMULATION TRUST
485APOS, 1998-10-14

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 14, 1998

Registration No. 33-21534

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO._____ [ ]

POST-EFFECTIVE AMENDMENT NO. 15 [ X ]

and/or

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. 16

ENTERPRISE ACCUMULATION TRUST
(Exact Name of Registrant as Specified in Charter)

ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, STE. 450, ATLANTA, GA 30326
(Address of Principal Executive Offices)

CATHERINE R. MCCLELLAN
ATLANTA FINANCIAL CENTER

3343 PEACHTREE ROAD, STE. 450, ATLANTA, GEORGIA 30326
(Name and address of agent for service)

(800) 432-4320
(Registrant's Telephone Number)

It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)

[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485

[ ] pursuant to paragraph (a) of Rule 485 or 486

Registrant has filed its report pursuant to Rule 24f-2 for the year ended
December 31, 1997 on March 13, 1998.

<PAGE> 2

CROSS REFERENCE SHEET

Form N-1A
Item

Part I Caption Prospectus

<S> <C> <C>
1. Cover Page Cover Page

2 Synopsis Prospectus Summary

3. Condensed Financial Financial Highlights Information

4. General Description of Registrant Investment Objectives and Policies;
Additional Information on Investment
Objectives and Policies; Additional Information

5. Management of the Fund Investment Management Agreement;
Additional Information; Investment Techniques

5A. Management's Discussion of Fund's Performance Please refer to Annual Report

5B. Management's Discussion of Year 2000 Preparedness

6. Capital Stock and Other Securities Determination of Net Asset Value;
Purchase of Shares; Additional Information

7. Purchase of Securities Purchase of Shares

8. Redemption or Repurchase Redemption of Shares

9. Legal Proceedings N/A

Part B Caption Statement of Additional Information

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History General Information and History

13. Investment Objectives and Policies Investment Objectives and Policies; Investment of
Assets; Investment Restrictions

14. Management of the Fund Trustees and Officers
</TABLE>

<PAGE> 3
ENTERPRISE ACCUMULATION TRUST
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E., SUITE 450
ATLANTA, GEORGIA 30326

PROSPECTUS
DATED NOVEMBER 1, 1998

ENTERPRISE ACCUMULATION TRUST (the "Fund") is a registered open-end
diversified management investment company offering a broad range of investment
alternatives through its eleven separate Portfolios. The Fund permits you to
choose among different investment objectives, through the following Portfolios,
each of which is a separate series of shares of beneficial interest of the Fund
("Shares"). The Fund's principal investment adviser, Enterprise Capital
Management, Inc. ("the Adviser"), selects separate sub-advisers referred to as
"Portfolio Managers" that provide investment advice for the Portfolios and that
are selected on the basis of able investment performance in their respective
areas of responsibilities. The investment objective of each Portfolio is as
follows:

GROWTH PORTFOLIO: Seeks capital appreciation, primarily from investments in
common stocks.

GROWTH AND INCOME PORTFOLIO: Seeks total return in excess of the total
return of the Lipper Growth and Income Mutual Funds Average measured over a new
period of three to five years, by investing primarily in a broadly diversified
group of large capitalization stocks.

EQUITY PORTFOLIO: Seeks long term capital appreciation through investment
in a diversified portfolio of equity securities selected on the basis of a
value-oriented approach to investing.

EQUITY INCOME PORTFOLIO: Seeks a combination of growth and income to
achieve an above average and consistent total return, primarily from investments
in dividend-paying common stocks.

CAPITAL APPRECIATION PORTFOLIO: Seeks maximum capital appreciation,
primarily through investment in common stock of companies that demonstrate
accelerating earnings momentum and consistently strong financial
characteristics.

SMALL COMPANY GROWTH PORTFOLIO: Seeks capital appreciation by investing
primarily in common stocks of small companies with strong earnings growth and
potential for significant capital appreciation.

SMALL COMPANY VALUE PORTFOLIO: Seeks capital appreciation through
investment in a diversified portfolio of equity securities of companies with
market capitalizations of under $1 billion.

INTERNATIONAL GROWTH PORTFOLIO: Seeks capital appreciation, primarily
through a diversified portfolio of non-United States equity securities.

GLOBAL FINANCIAL SERVICES PORTFOLIO: Seeks capital appreciation, primarily
through investment in common stock of domestic and foreign financial services
companies.

HIGH-YIELD BOND PORTFOLIO: Seeks maximum current income, primarily from
debt securities that are rated Ba or lower by Moody's Investor Service, Inc.
("Moody's") or BB or lower by Standard & Poor's Corporation ("S&P").

MANAGED PORTFOLIO: Seeks growth of capital over time through investment in
a portfolio consisting of common stocks, bonds and cash equivalents, the
percentages of which will vary based on the Portfolio Manager's assessments of
relative investment values.

The Fund currently sells Shares to variable accounts of life insurance
company affiliates of The Mutual Life Insurance Company of New York ("MONY") and
a life insurance company affiliate of MONY that were established to fund certain
Flexible Payment Variable Annuity and Life Insurance contracts (the
"Contracts"). These variable accounts (the "Variable Accounts") invest in Shares
of the Fund in accordance with allocation instructions received from holders of
the Contracts (the "Contractholders"). Allocation rights are further described
in the attached prospectus for the Contracts. The Variable Accounts will redeem
Shares to the extent necessary to provide benefits under the Contracts. In the
future, Shares may be sold to certain other variable accounts and affiliated

<PAGE> 4

entities of MONY. It is possible, although not presently anticipated, that a
material conflict could arise between and among the various variable accounts
which invest in the Fund. Such conflict could cause the liquidation of assets of
one or more of the Portfolios to raise cash at times not otherwise deemed
advantageous by the Adviser or the Portfolio Managers. See "Management of the
Fund."

This Prospectus explains concisely what you should know about the Fund
before you invest. Offers of sales of shares of the Fund must be accompanied by
a current prospectus for one of the Contracts. Please read the Fund's Prospectus
and the Prospectus for the contracts and keep them for future reference. You can
find more detailed information about the Portfolios in a Statement of Additional
Information ("SAI"), dated November 1, 1998, which has been filed with the
Securities and Exchange Commission ("SEC"). The SAI is incorporated by reference
into this Prospectus (which means that it is legally part of the Prospectus).
You can obtain a free copy of the SAI by writing to MONY, Mail Drop 9-34, 1740
Broadway, New York, NY 10019 or by calling (800) 487-6669. The SEC maintains a
Web site (http://www.sec.gov) that contains the SAI, material incorporated by
reference and other information regarding the Portfolios.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

2
<PAGE> 5

ENTERPRISE CAPITAL MANAGEMENT, INC.
INVESTMENT ADVISER

PROSPECTUS DATED NOVEMBER 1, 1998

THE HIGH-YIELD BOND PORTFOLIO INVESTS SIGNIFICANTLY IN LOWER-RATED BONDS,
COMMONLY REFERRED TO AS "JUNK BONDS." BONDS OF THIS TYPE ARE CONSIDERED TO BE
SPECULATIVE WITH REGARD TO THE PAYMENT OF INTEREST AND RETURN OF PRINCIPAL AND
HAVE SPECIAL RISKS. THEY MAY NOT BE SUITABLE FOR ALL INVESTORS. PLEASE READ THE
RISK INFORMATION CAREFULLY.

3
<PAGE> 6

TABLE OF CONTENTS

PAGE
----
<S> <C>
PROSPECTUS SUMMARY............................................................................... 5
FINANCIAL HIGHLIGHTS............................................................................. 6
Equity Portfolio..................................................................... 7
Small Company Value Portfolio........................................................ 8
Managed Portfolio.................................................................... 9
International Growth Portfolio....................................................... 10
High-Yield Bond Portfolio............................................................ 11
INVESTMENT OBJECTIVES AND POLICIES............................................................... 12
ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES..................................... 16
INVESTMENT SECURITIES, TECHNIQUES AND ASSOCIATED RISKS........................................... 16
MANAGEMENT OF THE FUND........................................................................... 23
DETERMINATION OF NET ASSET VALUE................................................................. 26
PURCHASE OF SHARES............................................................................... 26
REDEMPTION OF SHARES............................................................................. 26
STATE LAW RESTRICTIONS........................................................................... 27
DIVIDENDS, DISTRIBUTIONS AND TAXES............................................................... 27
BROKERAGE TRANSACTIONS........................................................................... 28
CALCULATION OF PERFORMANCE....................................................................... 28
ADDITIONAL INFORMATION........................................................................... 28
APPENDIX......................................................................................... 30
</TABLE>

4
<PAGE> 7

PROSPECTUS SUMMARY

The investment objective of each of the Portfolios is set forth on the
cover page of this Prospectus. These objectives are described in more detail
under the heading "Investment Objectives and Policies." Although each Portfolio
will be actively managed by experienced professionals, there can be no assurance
that the objectives will be achieved.

The risk characteristics of each Portfolio are different. In general,
investors should consider the following risks: An investment in any of the
Portfolios carries the risk that the net asset value of the Portfolio shares
will fluctuate in response to market conditions. An investment in the High-Yield
Bond Portfolio carries an increased risk that issuers of securities in which the
High-Yield Bond Portfolio invests may default in the payment of principal and
interest. In addition, the non-investment grade securities in which the
High-Yield Bond Portfolio invests may be subject to increased risks relating to
market price, relative liquidity and sensitivity to interest rate and economic
changes as compared to investment grade securities. The Small Company Value
Portfolio and the Small Company Growth Portfolio carry the risk that smaller
capitalization companies may experience higher growth rates and higher failure
rates than do larger companies. The limited volume and frequency of trading of
small capitalization companies may subject their stocks to greater price
deviations than stocks of larger companies. The International Growth Portfolio
and the Global Financial Services Portfolio carry additional risks associated
with possibly less stable foreign securities and currencies. See "Certain
Investment Techniques and Associated Risks."

INVESTMENT ADVISER

Enterprise Capital Management, Inc. ("the Adviser") is the investment
adviser of each of the Portfolios. The Adviser serves also as investment adviser
to The Enterprise Group of Funds, Inc., a registered investment company
consisting of approximately $2.5 billion of assets under management as of June
30, 1998. Performance of similar Portfolios of The Enterprise Group of Funds,
Inc. may differ from those of the Fund due to a number of factors including size
of the Portfolios, investment cash flows and redemptions. The Adviser is a
subsidiary of MONY, which has approximately $16.6 billion total assets under
management as of June 30, 1998.

MANAGEMENT FEE

The Adviser receives a monthly fee and pays a portion of such fee to the
respective Portfolio Manager for each Portfolio at varying annual percentage
rates of average daily net assets, as follows:

PORTFOLIO ADVISER'S FEE PORTFOLIO MANAGER'S FEES
--------- ----------------------- ---------------------------
<S> <C> <C>
Growth........................................... .75% .30% up to $1 billion
Montag & Caldwell, Inc. .20% over $1 billion

Growth and Income................................ .75% .30% up to $100 million
Retirement System Investors, Inc. .25% $100 - 200 million
.20% thereafter

Equity........................................... .80% up to $400 million .40% up to $1 billion
OpCap Advisors .75% $400-800 million .30% over $1 billion
.70% over $800 million

Equity Income.................................... .75% .30% up to $100 million
1740 Advisers, Inc. .25% $100-200 million
.20% thereafter

Capital Appreciation............................. .75% .50% up to $100 million
Provident Investment Counsel, Inc. .45% $100-$200 million
.35% $200-300 million
.30% thereafter

Small Company Growth............................. 1.00% .65% up to $50 million
William D. Witter .55% $50-100 million
.45% thereafter

Small Company Value.............................. .80% up to $400 million .40% up to $1 billion
Gabelli Asset Management, Inc. .75% $400-800 million .30% over $1 billion
.70% over $800 million

International Growth............................. .85% .45% up to $100 million
Brinson Partners, Inc. .35% $100 - 200 million
.325% $200-500 million
.25% thereafter

Global Financial Services........................ .85% .50% up to $100 million
Sanford C. Bernstein & Co., Inc. .40% $100 - 300 million
.30% thereafter

High-Yield Bond.................................. .60% .30% up to $100 million
Caywood-Scholl Capital Management .25% over $100 million

Managed.......................................... .80% up to $400 million .40% up to $1 billion
OpCap Advisors .75% $400-800 million .30% $1-2 billion
.70% over $800 million .25% over $2 billion
</TABLE>

5
<PAGE> 8

PURCHASES AND REDEMPTION OF SHARES

Currently, shares of the Fund are sold at their net asset value per share,
without sales charge, for allocation to the Variable Accounts as the underlying
investment for the Contracts. Accordingly, the interest of the Contractholder
with respect to the Fund is subject to the terms of the Contract as described in
the accompanying prospectus for the Contract, which should be reviewed carefully
by a person considering the purchase of a Contract. That prospectus describes
the relationship between increases or decreases in the net asset value of Fund
shares and any distributions on such shares, and the benefits provided under a
Contract. The rights of the Variable Accounts as shareholders of the Fund should
be distinguished from the rights of a Contractholder which are described in the
Contract. As long as shares of the Fund are sold for allocation to the Variable
Accounts, the terms "shareholder" or "shareholders" in this Prospectus shall
refer to the Variable Accounts. Shares are redeemed at their respective net
asset values as next determined after receipt of proper notice of redemption.

The above is qualified in its entirety by the detailed information
appearing elsewhere in this Prospectus, the Statement of Additional Information,
and the accompanying Prospectus for the Contract.

FINANCIAL HIGHLIGHTS

The following financial highlights have been audited by
PricewaterhouseCoopers LLP, independent auditors. The financial highlights are
derived from the Fund's financial statements. The Fund's financial statements
and the independent auditor's report thereon are incorporated by reference into
the Statement of Additional Information and may be obtained without charge by
writing to MONY, Mail Drop 9-34, 1740 Broadway, New York, NY 10019 or by calling
(800) 487-6669. No financial highlights are presented for the Growth, Growth and
Income, Equity Income, Capital Appreciation, Small Company Growth, and Global
Financial Services Portfolios because they had not commenced operations as of
the date of this Prospectus.

6
<PAGE> 9
ENTERPRISE ACCUMULATION TRUST
EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
<TABLE>
<CAPTION>
(Unaudited)
Six Months YEAR
Ended ENDED
June 30, DECEMBER 31,
---------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992
------------- ----------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period..................... $ 35.09 $ 28.86 $ 23.35 $ 18.14 $ 17.95 $ 17.23 $ 15.24
------- ----------- ---------- ----------- --------- --------- ---------
Net investment income (loss) 0.27 0.30 0.37 0.33 0.28 0.18 0.17
Net realized and unrealized
gains (losses) on
investments................... 3.93 7.13 5.52 6.38 0.41 1.13 2.49
------- ----------- ----------- ----------- --------- --------- ---------
Total from investment
operations................ 4.20 7.43 5.89 6.71 0.69 1.31 2.66
------- ----------- ----------- ----------- --------- --------- ---------
Dividends from net investment
income........................ 0.00 0.32 0.09 0.49 0.18 0.17 0.24
Distributions from net
realized capital gains........ 0.00 0.88 0.29 1.01 0.32 0.42 0.43
------- ----------- ----------- ----------- --------- --------- ---------
Total distributions....... 0.00 1.20 0.38 1.50 0.50 0.59 0.67
------- ----------- ----------- ----------- --------- --------- ---------
Net asset value, end of
period........................ $ 39.29 $ 35.09 $ 28.86 $ 23.35 $ 18.14 $ 17.95 $ 17.23
======= =========== =========== =========== ========= ========= =========
Total return.................... 11.97%(B) 25.76% 25.22% 38.44% 3.87% 7.85% 17.90%
------- ----------- ----------- ----------- --------- --------- ---------
Net assets end of period (in
thousands).................... $ 621,545 $ 517,803 $ 314,907 $ 167,963 $ 88,583 $ 66,172 $ 33,581
-------- ----------- ----------- ----------- --------- --------- ---------
Ratio of expenses to average
net assets.................... 0.83%(A) 0.84% 0.81% 0.69% 0.67% 0.72% 0.79%
------- ----------- ----------- ----------- --------- --------- ---------
Ratio of expenses to average
net assets (excluding
waivers)...................... .83%(A) 0.84% 0.81% 0.72% 0.69% 0.72% 0.79%
------- ----------- ----------- ----------- --------- --------- ---------
Ratio of net investment
income (loss) to average
net assets.................... 1.62%(A) 1.42% 1.94% 1.94% 1.81% 1.47% 1.48%
------- ----------- ----------- ----------- --------- --------- ---------
Ratio of net investment
income (loss) to average
net assets (excluding
waivers)...................... 1.62%(A) 1.42% 1.94% 1.91% 1.79% 1.47% 1.48%
------- ----------- ----------- ----------- --------- --------- ---------
Portfolio turnover.............. 32%(A) 17% 30% 29% 38% 15% 27%
------- ----------- ----------- ----------- --------- --------- ---------
Average commission per
share(C)...................... $ 0.0577 $ 0.0567
----------- -----------
<CAPTION>
YEAR
ENDED
DECEMBER 31, PERIOD OF
---------------------------------------------- AUGUST 1, 1988
1991 1990 1989 DECEMBER 31, 1988
---------- ---------- ----------- -----------------
<C> <C> <C> <C>
Net asset value, beginning
of period..................... $ 11.92 $ 12.50 $ 10.19 $ 10.00
--------- --------- -------- --------
Net investment income (loss) 0.24 0.30 0.26 0.00
Net realized and unrealized
gains (losses) on
investments................... 3.42 (0.58) 2.05 0.19
--------- --------- ------- --------
Total from investment
operations................ 3.66 (0.28) 2.31 0.19
--------- --------- ------- --------
Dividends from net investment
income........................ 0.34 0.21 0.00 0.00
Distributions from net
realized capital gains........ 0.00 0.09 0.00 0.00
--------- --------- ------- --------
Total distributions....... 0.34 0.30 0.00 0.00
--------- --------- ------- --------
Net asset value, end of
period........................ $ 15.24 $ 11.92 $ 12.50 $ 10.19
========= ========= ======= ========
Total return.................... 31.20% (2.20)% 22.70% 1.90%(B)
--------- --------- ------- --------
Net assets end of period (in
thousands).................... $ 17,221 $ 10,248 $ 5,997 $ 1,059
--------- --------- ------- --------
Ratio of expenses to average
net assets.................... 0.86% 0.92% 0.85% 0.85%(A)
--------- --------- ------- --------
Ratio of expenses to average
net assets (excluding
waivers)...................... 0.86% 0.99% 1.54% 6.79%(A)
--------- --------- ------- --------
Ratio of net investment
income (loss) to average
net assets.................... 2.09% 3.45% 3.93% 0.10%(A)
--------- --------- ------- --------
Ratio of net investment
income (loss) to average
net assets (excluding
waivers)...................... 2.09% 3.38% 3.24% (5.84)%(A)
--------- --------- ------- --------
Portfolio turnover.............. 41% 49% 28% 0%
--------- --------- ------- --------
Average commission per
share(C)......................
</TABLE>

- -----------------
(A) Annualized
(B) Not annualized
(C) Disclosure is not applicable to periods prior to 1996. Represents average
commission rate per share charged to the Portfolio on purchases and sales
of equity investments on which commissions were charged during the
period.

7
<PAGE> 10
ENTERPRISE ACCUMULATION TRUST
SMALL COMPANY VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED

(Unaudited) YEAR ENDED DECEMBER 31,
Six Months Ended ----------------------------------------------------------------------------
June 30, 1998 1997 1996 1995 1994 1993 1992
---------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period........................ $ 26.70 $ 20.22 $ 18.48 $ 17.56 $ 18.62 $ 16.72 $ 15.11
--------
Net investment income (loss) 0.03 0.05 0.25 0.32 0.19 0.10 0.09
Net realized and unrealized
gains (losses) on
investments................... 3.83 8.91 1.82 1.75 (0.16) 2.98 3.05
------- -------- -------- ------- -------- ---------- -------
Total from investment
operations................. 3.86 8.96 2.07 2.07 0.03 3.08 3.14
------- -------- -------- ------- -------- ---------- -------
Dividends from net investment
income........................ -- 0.15 0.12 0.40 0.10 0.10 0.10
Distributions from net
realized capital gains........ -- 2.33 0.21 0.75 0.99 1.08 1.43
------- -------- -------- ------- -------- ---------- -------
Total distributions......... -- 2.48 0.33 1.15 1.09 1.18 1.53
------- -------- -------- ------- -------- ---------- -------
Net asset value, end of
period........................ $ 30.56 $ 26.70 $ 20.22 $ 18.48 $ 17.56 $ 18.62 $ 16.72
======= ======== ======== ======= ======== ========== =======
Total return.................... 14.46%(B) 44.32% 11.21% 12.28% 0.02% 19.51% 21.50%
------- -------- -------- ------- -------- ---------- -------
Net assets end of period (in
thousands).................... $458,148 $365,266 $2,704 $66,061 $ 4,880 $ 105,635 $31,211
-------- -------- ------ ------- ------- ---------- -------
Ratio of expenses to average
net assets.................... 0.85%(A) 0.86% 0.84% 0.69% 0.66% 0.74% 0.86%
------- -------- -------- ------- -------- ---------- -------
Ratio of expenses to average
net assets (excluding
waivers)...................... 0.85%(A) 0.86% 0.84% 0.72% 0.67% 0.74% 0.86%
------- -------- -------- ------- -------- ---------- -------
Ratio of net investment
income (loss) to average
net assets.................... 0.28%(A) 0.21% 1.35% 1.86% 1.30% 1.06% 1.05%
------- -------- -------- ------- -------- ---------- -------
Ratio of net investment
income (loss) to average
net assets (excluding
waivers)....................... 0.28%(A) 0.21% 1.35% 1.83% 1.29% 1.06% 1.05%
------- -------- -------- ------- -------- ---------- -------
Portfolio turnover.............. 0.36%(A) 58% 137% 70% 58% 70% 105%
------- -------- -------- ------- -------- ---------- -------
Average commission per
share(C)...................... $ 0.0456 $ 0.0480
-------- --------
<CAPTION>
YEAR ENDED DECEMBER 31, PERIOD OF
------------------------------------------------- AUGUST 1, 1988 -
1991 1990 1989 DECEMBER 31, 1988
------------ ------------ -------------- -----------------
<S> <C> <C> <C> <C>
Net asset value, beginning of
period........................ $ 10.46 $ 12.06 $ 10.19 $ 10.00

Net investment income (loss) 0.09 0.31 0.17 0.00
Net realized and unrealized
gains (losses) on
investments................... 4.86 (1.47) 1.70 0.19
------- -------- ------- --------
Total from investment
operations................. 4.95 (1.16) 1.87 0.19
------- -------- ------- --------
Dividends from net investment
income........................ 0.30 0.15 0.00 0.00
Distributions from net
realized capital gains........ 0.00 0.29 0.00 0.00
------- ------- ------- --------
Total distributions......... 0.30 0.44 0.00 0.00
------- ------- ------- --------
Net asset value, end of
period........................ $ 15.11 $ 10.46 $ 12.06 $ 10.19
======= ======== ======== ========
Total return.................... 48.10% (9.80)% 18.40% 1.90%(B)
------- -------- -------- --------
Net assets end of period (in
thousands).................... $ 9,777 $ 2,744 $ 2,302 $ 571
------- -------- -------- --------
Ratio of expenses to average
net assets.................... 1.00% 1.02% 0.95% 0.95%(A)
------- -------- -------- --------
Ratio of expenses to average
net assets (excluding
waivers)...................... 1.19% 1.62% 2.38% 9.22%(A)
------- -------- -------- --------
Ratio of net investment
income (loss) to average
net assets.................... 1.41% 3.32% 2.48% 0.23%(A)
------- -------- -------- --------
Ratio of net investment
income (loss) to average
net assets (excluding
waivers)....................... 1.22% 2.38% 1.05% (8.04)%(A)
------- -------- -------- --------
Portfolio turnover.............. 120% 44% 58% 0%
------- -------- -------- --------
Average commission per
share(C)......................
</TABLE>
- -----------------

(A) Annualized
(B) Not annualized
(C) Disclosure is not applicable to periods prior to 1996. Represents average
commission rate per share charged to the Portfolio on purchases and sales
of equity investments on which commissions were charged during the
period.

8
<PAGE> 11

ENTERPRISE ACCUMULATION TRUST
MANAGED PORTFOLIO

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
<TABLE>
<CAPTION>

(Unaudited) YEAR ENDED DECEMBER 31,
Six Months Ended --------------------------------------------------------------------------
June 30, 1998 1997 1996 1995 1994 1993
------------- -------------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $ 40.78 $ 34.31 $ 28.06 $ 20.82 $ 21.35 $ 20.11
------------ ------------ ------------ ------------ ---------- ----------
Net investment income (loss). 0.43 0.35 0.59 0.40 0.40 0.46
Net realized and unrealized
gains (losses) on
investments................ 4.45 8.06 5.99 8.97 0.15 1.55
------------ ------------ ------------ ------------ ---------- ----------
Total from investment
operations............ 4.88 8.41 6.58 9.37 0.55 2.01
------------ ------------ ------------ ------------ ---------- ----------
Dividends from net
investment income.......... -- 0.55 0.06 0.75 0.46 0.24
Distributions from net
realized capital gains..... -- 1.39 0.27 1.38 0.62 0.53
------------ ------------ ------------ ------------ ---------- ----------
Total distributions.... -- 1.94 0.33 2.13 1.08 0.77
------------ ------------ ------------ ------------ ---------- ----------
Net asset value, end of
period..................... $ 45.66 $ 40.78 $ 34.31 $ 28.06 $ 20.82 $ 21.35
============ ============ ============ ============ ========== ==========

Total return................. 11.97%(B) 24.50% 23.47% 46.89% 2.57% 10.39%
------------ ------------ ------------ ------------ ---------- ----------
Net assets end of period
(in thousands)............. $ 3,048,563 $ 2,672,932 $ 1,935,343 $ 1,264,718 $ 689,252 $ 525,163
------------ ------------ ------------ ------------ ---------- ----------

Ratio of expenses to
average net assets......... 0.76%(A) 0.76% 0.74% 0.67% 0.64% 0.66%
------------ ------------ ------------ ------------ ---------- ----------
Ratio of expenses to average
net assets (excluding
waivers)................... 0.76%(A) 0.76% 0.74% 0.67% 0.64% 0.66%
------------ ------------ ------------ ------------ ---------- ----------
Ratio of net investment
income (loss) to average
net assets................. 2.00%(A) 1.14% 2.16% 1.80% 2.23% 3.21%
------------ ------------ ------------ ------------ ---------- ----------
Ratio of net investment income
(loss) to average net assets
(excluding waivers)........ 2.00%(A) 1.14% 2.16% 1.80% 2.23% 3.21%
------------ ------------ ------------ ------------ ---------- ----------
Portfolio turnover........... 48%(A) 32% 29% 31% 33% 21%
------------ ------------ ------------ ------------ ---------- ----------
Average commission per
share(C)................... $ 0.0574 $ 0.0531
------------ ------------

YEAR PERIOD OF
ENDED AUGUST 1, 1998 -
------------------------------------------ DECEMBER 31, DECEMBER 31,
1992 1991 1990 1989 1988
------------- ------------ ------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period.................. $ 17.56 $ 12.43 $ 13.80 $ 10.44 $ 10.00
---------- ------------ ----------- --------- ---------
Net investment income (loss). 0.25 0.29 0.31 0.34 0.05
Net realized and unrealized
gains (losses) on
investments................ 2.95 5.31 (0.81) 3.06 0.39
--------- ----------- ----------- --------- ---------
Total from investment
operations............ 3.20 5.60 (0.50) 3.40 0.44
--------- ----------- ----------- --------- ---------
Dividends from net
investment income.......... 0.27 0.39 0.28 0.03 0.00
Distributions from net
realized capital gains..... 0.38 0.08 0.59 0.01 0.00
---------- ------------ ------------ --------- ---------
Total distributions.... 0.65 0.47 0.87 0.04 0.00
---------- ------------ ------------ --------- ---------
Net asset value, end of
period..................... $ 20.11 $ 17.56 $ 12.43 $ 13.80 $ 10.44
========== ============ ============ ========= =========

Total return................. 18.60% 46.00% (3.60)% 32.60% 4.40%(B)
---------- ------------ ----------- --------- ---------
Net assets end of period
(in thousands)............. $ 236,175 $ 98,468 $ 45,955 $ 22,459 $ 3,238
---------- ------------ ----------- --------- ---------

Ratio of expenses to
average net assets......... 0.69% 0.73% 0.80% 0.85% 0.85%(A)
---------- ------------ ----------- --------- ---------
Ratio of expenses to average
net assets (excluding
waivers)................... 0.69% 0.73% 0.80% 1.05% 3.37%(A)
---------- ------------ ----------- --------- ---------
Ratio of net investment
income (loss) to average
net assets................. 2.06% 2.42% 3.79% 5.10% 3.88%(A)
---------- ------------ ----------- --------- ---------
Ratio of net investment income
(loss) to average net assets
(excluding waivers)........ 2.06% 2.42% 3.79% 4.09% 1.36%(A)
---------- ------------ ----------- --------- ---------
Portfolio turnover........... 23% 57% 112% 196% 38%
---------- ------------ ----------- --------- ---------
Average commission per
share(C)...................

</TABLE>

9
<PAGE> 12

ENTERPRISE ACCUMULATION TRUST
INTERNATIONAL GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED

(Unaudited)
Six Months Ended YEAR ENDED DECEMBER 31, PERIOD OF
---------------- ------------------------------------------------- NOVEMBER 18, 1994-
June 30, 1998 1997 1996 1995 DECEMBER 31, 1994
------------- ------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 6.18 $ 6.05 $ 5.39 $ 4.96 $ 5.00
------- --------- --------- --------- --------
Net investment income (loss)............ 0.06 0.06 0.05 0.04 0.00
Net realized and unrealized gains
(losses) on investments................ 0.77 0.26 0.63 0.67 (0.04)
------- --------- --------- --------- --------
Total from investment
operations........................ 0.83 0.32 0.68 0.71 (0.04)
------- --------- --------- --------- --------
Dividends from net investment income 0.00 0.04 0.00 0.04 0.00
Distributions from net realized
capital gains........................... 0.00 0.15 0.02 0.24 0.00
------- --------- --------- --------- --------
Total distributions................ 0.00 0.19 0.02 0.28 0.00
------- --------- --------- --------- --------
Net asset value, end of period.......... $ 7.01 $ 6.18 $ 6.05 $ 5.39 $ 4.96
======= ========= ========= ========= ========
Total return............................ 13.43%(B) 5.26% 12.65% 14.64% (0.80)%(B)
------- --------- --------- --------- --------
Net assets end of period (in
thousands)............................. $91.410 $ 78,148 $ 52,768 $ 18,598 $ 3,247
------- --------- --------- --------- --------
Ratio of expenses to average net
assets................................. 1.20%(A) 1.19% 1.38% 1.55% 1.55%(A)
------- --------- --------- --------- --------
Ratio of expenses to average net
assets (excluding waivers)............. 1.20%(A) 1.19% 1.38% 2.21% 8.85%(A)
------- --------- --------- --------- --------
Ratio of net investment income
(loss) to average net assets........... 1.77%(A) 1.34% 1.32% 1.17% 0.80%(A)
------- --------- --------- --------- --------
Ratio of net investment income
(loss) to average net assets
(excluding waivers).................... 1.77%(A) 1.34% 1.32% 0.51% (6.34)%(A)
------- --------- --------- --------- --------
Portfolio turnover...................... 37%(A) 28% 21% 27% 0.0%
------- --------- --------- --------- --------
Average commission per share(C)......... $ 0.0257 $ 0.0224
--------- ---------
</TABLE>

10
<PAGE> 13

ENTERPRISE ACCUMULATION TRUST
HIGH-YIELD BOND PORTFOLIO

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED

(UNAUDITED) YEARS ENDED DECEMBER 31, PERIOD OF
SIX MONTHS ENDED -------------------------------- NOVEMBER 18, 1994-
JUNE 30, 1998 1997 1996 1995 DECEMBER 31, 1994
---------------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ........... $ 5.71 $ 5.51 $ 5.31 $ 4.98 $ 5.00
-------- -------- -------- -------- -------
Net investment income (loss) ................... 0.22 0.51 0.45 0.45 0.04
Net realized and unrealized gains
(losses) on investments ........................ 0.05 0.20 0.21 0.35 (0.01)
-------- -------- -------- -------- -------
Total from investment operations .......... 0.27 0.71 0.66 0.80 0.03
-------- -------- -------- -------- -------

Dividends from net investment income ........... 0.22 0.51 0.45 0.45 0.05
Distributions from net realized capital
gains ......................................... -- -- 0.01 0.02 --
-------- -------- -------- -------- -------
Total distributions .................. 0.22 0.51 0.46 0.47 0.05
-------- -------- -------- -------- -------
Net asset value, end of period ................. $ 5.76 $ 5.71 $ 5.51 $ 5.31 $ 4.98
======== ======== ======== ======== =======
Total return ................................... 4.78%(B) 13.38% 12.93% 16.59% 0.50%(B)
-------- -------- -------- -------- -------
Net assets end of period (in thousands) ........ $ 89,798 $ 68,364 $ 34,411 $ 15,223 $ 1,421
-------- -------- -------- -------- -------
Ratio of expenses to average net assets ........ 0.72%(A) 0.77% 0.85% 0.85% 0.85%(A)
-------- -------- -------- -------- -------
Ratio of expenses to average net assets
(excluding waivers) ........................... 0.72%(A) 0.77% 0.94% 1.59% 7.80%(A)
-------- -------- -------- -------- --------
Ratio of net investment income (loss)
to average net assets ......................... 7.70%(A) 8.47% 8.57% 8.51% 7.84%(A)
-------- -------- -------- -------- --------
Ratio of net investment income (loss)
to average net assets (excluding
waivers) ...................................... 7.70%(A) 8.47% 8.48% 7.77% 0.80%(A)
-------- -------- -------- -------- --------
Portfolio turnover ............................. 135%(B) 175% 175% 115% 0%
-------- -------- -------- -------- --------
</TABLE>

- -----------------
(A) Annualized
(B) Not annualized
(C) Disclosure not applicable to periods prior to 1996. Represents average
commission rate per share charged to the Portfolio on purchases and
sales of equity investments on which commissions were charged during
the period.

11
<PAGE> 14

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of each Portfolio of the Fund are
described below. Investment objectives of each Portfolio are fundamental
policies which cannot be changed for any Portfolio without a majority vote of
the shareholders of that Portfolio. Investment policies are not fundamental and
may be adjusted at any time by the Portfolio Managers, subject to the oversight
of the Adviser, usually in response to their perception of developments in the
securities markets. The extent to which a Portfolio will be able to achieve its
distinct investment objectives depends upon each Portfolio Manager's ability to
evaluate and develop the information it receives into a successful investment
program. Although each Portfolio will be managed by experienced professionals,
there can be no assurance that any Portfolio will achieve its investment
objectives. The values of the securities held in each Portfolio will fluctuate
and the net asset value per share at the time shares are redeemed may be more or
less than the net asset value per share at the time of purchase. Investors
should also refer to "Investment Techniques" for additional information
concerning the investment techniques employed for some or all of the Portfolios.

GROWTH PORTFOLIO

The objective of the Growth Portfolio is appreciation of capital primarily
through investments in common stocks. Under normal circumstances, at least 65%
of the Portfolio's total assets will be invested in common stocks. The
Portfolio's common stock selection emphasizes those companies having growth
characteristics, but the Portfolio's investment policy recognizes that
securities of other companies may be attractive for capital appreciation
purposes by virtue of special developments or depression in price believed to be
temporary. The potential for appreciation of capital is the basis for investment
decisions; any income is incidental.

GROWTH AND INCOME PORTFOLIO

The objective of the Growth and Income Portfolio is to achieve a total
return in excess of the total return of the Lipper Growth and Income Mutual
Funds Average, measured over a period of three to five years, by investing
primarily in a broadly diversified group of large capitalization companies. The
Portfolio seeks this objective primarily through capital appreciation with
income as a secondary consideration. The Portfolio will invest in securities of
companies which the Portfolio Manager believes to be financially sound and will
consider such factors as the sales, growth and profitability prospects for the
economic sector and markets in which the company operates and for the services
or products it provides; the financial condition of the company; its ability to
meet its liabilities and to provide income in the form of dividends; the
prevailing price of the security; how that price compares to historical price
levels of the security, to current price levels in the general market, and to
the prices of competing companies; projected earnings estimates and earnings
growth rate of the company, and the relation of those figures to the current
price.

In general, the Portfolio will invest in stocks of companies with market
capitalizations in excess of $750 million. Although there is no assurance that
the Portfolio will meet its objective, the securities held in the Growth and
Income Portfolio will generally reflect the price volatility of the broad equity
market (i.e., the Standard & Poor's 500 Index).

EQUITY PORTFOLIO

The investment objective of the Equity Portfolio is long term capital
appreciation through investment in securities (primarily equity securities) of
companies that are believed by the Portfolio Manager to be undervalued in the
marketplace in relation to factors such as the companies' assets or earnings. It
is the Portfolio Manager's intention to invest in securities of companies which,
in the Portfolio Manager's opinion, possess one or more of the following
characteristics: undervalued assets, valuable consumer or commercial franchises,
securities valuation below peer companies, substantial and growing cash flow
and/or a favorable price to book value relationship. Investment policies aimed
at achieving the Portfolio's objective are set in a flexible framework of
securities selection which primarily includes equity securities, such as common
stocks, preferred stocks, convertible securities, rights and warrants in
proportions which vary from time-to-time. Under normal circumstances, at least
65% of the Portfolio's assets will be invested in equity securities. The
Portfolio will invest primarily in stocks listed on the New York Stock Exchange.
In addition, it may also purchase securities listed on other domestic securities
exchanges, securities traded in the domestic over-the-counter market and foreign
securities provided that they are listed on a domestic or foreign securities
exchange or represented ADRs listed on a domestic securities exchange or traded
in the United States over-the-counter market.

<PAGE> 15

EQUITY INCOME PORTFOLIO

The objective of the Equity Income Portfolio is a combination of growth and
income to achieve an above-average and consistent total return, primarily from
investments in dividend-paying common stocks. Under normal circumstances, at
least 65% of the Portfolio's total assets will be invested in dividend-paying
common stocks.

The Portfolio's principal criterion in stock selection is above-average
yield, and it uses this criterion as a discipline to enhance stability and
reduce market risk. Subject to this primary criterion, the Portfolio invests in
stocks that have relatively low price to earnings ratios or relatively low price
to book value ratios.

CAPITAL APPRECIATION PORTFOLIO

The objective of the Capital Appreciation Portfolio is maximum capital
appreciation, primarily through investments in common stocks of companies that
demonstrate accelerating earnings momentum and consistently strong financial
characteristics. Under normal circumstances, at least 65% of the Portfolio's
total assets will be invested in common stocks.

The Portfolio invests primarily in common stocks of companies which meet
the Portfolio Manager's criteria of: (a) steadily increasing earnings; and (b) a
three-year average performance record of sales, earnings, dividend growth,
pretax margins, return on equity and reinvestment rate at an aggregate average
of 1.5 times the average performance of the Standard & Poor's 500 common stocks
("S&P 500") for the same period. The Portfolio attempts to invest in a range of
small, medium and large companies designed to achieve an average capitalization
of the companies in which it invests that is less than the average
capitalization of the S&P 500. The potential for maximum capital appreciation is
the basis for investment decisions; any income is incidental.

SMALL COMPANY GROWTH PORTFOLIO

The Small Company Growth Portfolio seeks capital appreciation by investing
primarily in common stocks of small companies with strong earnings growth and
potential for significant capital appreciation. Under normal market conditions,
the Portfolio will have at least 65% of its total assets in small capitalization
stocks (market capitalization of up to $1 billion) and generally that percentage
will be considerably higher. The Portfolio reserves the right to have some of
its assets in the equities of companies with over $1 billion in market
capitalization. These holdings may be equities that have appreciated since
original purchase or equities of companies with a market capitalization in
excess of $1 billion at the time of purchase. The Portfolio will normally be as
fully invested as practicable in common stocks, but also may invest up to 5% of
its assets in warrants and rights to purchase common stocks.

In pursuing its objective, the Portfolio Manager will seek out the stocks
of small companies that are expected to have above average growth in earnings
and are reasonably valued. The Portfolio Manager uses a disciplined approach in
evaluating growth companies. It relates the expected growth rate in earnings to
the price-earnings ratio of the stock. Generally, the Portfolio Manager will not
buy a stock if the price-earnings ratio exceeds the growth rate. By using this
valuation parameter, the Portfolio Manager believes it moderates some of the
inherent volatility in small-capitalization sector of the market. Securities
will be sold when the Portfolio Manager believes the stock price exceeds the
valuation criteria, or when the stock appreciates to a point where it is
substantially overweighted in the portfolio, or when the company no longer meets
expectations. The Portfolio Manager's goal is to hold a stock for a minimum of
one year but this may not always be feasible and there may be times when
short-term gains or losses will be realized.

SMALL COMPANY VALUE PORTFOLIO

The investment objective of the Small Company Value Portfolio is to seek
capital appreciation through investments in a diversified portfolio consisting
primarily of equity securities of companies with market capitalizations of under
$1 billion. Smaller-capitalization companies are often under-priced for the
following reasons: (i) institutional investors, which currently represent a
majority of the trading volume in the shares of publicly-traded companies, are
often less interested in such companies because in order to acquire an equity
position that is large enough to be meaningful to an institutional investor,
such an investor may be required to buy a large percentage of the company's
outstanding equity securities and (ii) such companies may not be regularly
researched by stock analysts, thereby resulting in greater discrepancies in
valuation. The Portfolio may also purchase securities in initial public
offerings, or shortly after such offerings have been completed, when the
Portfolio Manager believes that such securities have greater-than-average market
appreciation potential. Under normal circumstances, at least 65% of the
Portfolio's assets will be invested in equity securities of companies with
market capitalizations of under $1 billion. The majority of securities purchased
by the Portfolio will be traded on the New York Stock Exchange, the American
Stock Exchange or in the over-the-counter market, and will also include options,
warrants,

13
<PAGE> 16

bonds, notes and debentures which are convertible into or exchangeable for, or
which grant a right to purchase or sell, such securities. In addition, the
Portfolio may also purchase foreign securities provided that they are listed on
a domestic or foreign securities exchange or are represented by American
Depository Receipts listed on a domestic securities exchange or traded in the
United States over-the-counter market.

In pursuing its objective, the Portfolio's strategy will be to invest in
stocks of companies with value that may not be fully reflected by current stock
price. Since small companies tend to be less actively followed by stock
analysts, the market may overlook favorable trends and then adjust its valuation
more quickly once investor interest is surfaced. The Portfolio Manager seeks out
companies in the public market that are selling at a discount to their private
market value (PMV) measured using proprietary research techniques in areas of
core competencies. The Portfolio Manager then determines whether there is an
emerging catalyst that will focus investor attention on the underlying assets of
the company. Small companies may be subject to a valuation catalyst such as
increased investor attention, takeover efforts or a change in management.

INTERNATIONAL GROWTH PORTFOLIO

The International Growth Portfolio seeks capital appreciation, primarily
through a diversified portfolio of non-United States equity securities. It is a
fundamental policy of the Portfolio that it will invest at least 80% of the
value of its total assets (except when maintaining a temporary defensive
position) in equity securities of companies domiciled outside the United States.
That portion of the Portfolio not invested in equity securities is, in normal
circumstances, invested in U.S. and foreign government securities, high grade
commercial paper, certificates of deposit, foreign currency, bankers
acceptances, cash and cash equivalents, time deposits, repurchase agreements and
similar money market instruments, both foreign and domestic. The Portfolio may
invest in convertible debt securities of foreign issuers which are convertible
into equity securities at such time as a market for equity securities is
established in the country involved.

The Portfolio Manager's investment perspective for the Portfolio is to
invest in the equity securities of non-U.S. markets and companies which are
believed to be undervalued based upon internal research and proprietary
valuation systems. This international equity strategy reflects the Portfolio
Manager's decisions concerning the relative attractiveness of asset classes, the
individual international equity markets, industries across and within those
markets, other common risk factors within those markets and individual
international companies. The Portfolio Manager initially identifies those
securities which it believes to be undervalued in relation to the issuer's
assets, cash flow, earnings and revenues. The relative performance of foreign
currencies is an important factor in the Portfolio's performance. The Portfolio
Manager may manage the Portfolio's exposure to various currencies to take
advantage of different yield, risk and return characteristics. The Portfolio
Manager's proprietary valuation model determines which securities are potential
candidates for inclusion in the Portfolio.

The benchmark for the Portfolio is the Morgan Stanley Capital International
Non-U.S. Equity (Free) Index (the "Benchmark"). The Benchmark is a market-driven
broad-based index which includes non-U.S. equity markets in terms of
capitalization and performance. The Benchmark is designed to provide a
representative total return for all major stock exchanges located outside the
U.S. From time-to-time, the Portfolio Manager may substitute securities in an
equivalent index when it believes that such securities in the index more
accurately reflect the relevant international market.

As a general matter, the Portfolio Manager will purchase for the Portfolio
only securities contained in the underlying index relevant to the Benchmark. The
Portfolio Manager will attempt to enhance the long-term return and risk
performance of the Portfolio relative to the Benchmark by deviating from the
normal Benchmark mix of country allocation and currencies in reaction to
discrepancies between current market prices and fundamental values. The active
management process is intended to produce a superior performance relative to the
Benchmark index.

The Portfolio Manager will purchase securities of companies domiciled in a
minimum of eight to 12 countries outside the United States.

GLOBAL FINANCIAL SERVICES PORTFOLIO

The investment objective of the Global Financial Services Portfolio is
capital appreciation. The Portfolio seeks to achieve its objective primarily
through investment in the common and preferred stocks of domestic and foreign
financial services companies. Under normal circumstances, at least 80% of the
Portfolio's total assets will be invested in financial services companies.

<PAGE> 17

For Portfolio purposes, a financial services company is a firm that in its
most recent fiscal year either (i) derived at least 50% of its revenues or
earnings from financial services activities, or (ii) devoted at least 50% of its
assets to such activities. Financial services companies provide financial
services to consumers and businesses and include the following types of U.S. and
foreign firms: commercial banks, thrift institutions and their holding
companies; consumer and industrial finance companies; diversified financial
services companies; investment banks; securities brokerage and investment
advisory firms; financial technology companies; real estate-related firms;
leasing firms; credit card companies; government-sponsored financial
enterprises; investment companies; insurance brokerages; and various firms in
all segments of the insurance industry such as multi-line property and casualty,
and life insurance companies and insurance holding companies.

The Portfolio will concentrate its investments in the financial services
industry. This policy may not be changed without the approval of a majority of
the Portfolio's shareholders. The Portfolio Manager seeks to maximize returns by
combining fundamental and quantitative research to identify securities of
financial expected returns. Its research analysts employ a long-term approach to
forecasting the earnings and growth potential of companies and attempt to
construct global portfolios that produce maximum returns at a given risk level.

HIGH-YIELD BOND PORTFOLIO

The investment objective of the High-Yield Bond Portfolio is maximum
current income, primarily from debt securities that are rated Ba or lower by
Moody's or BB or lower by S&P. It is a fundamental policy of the Portfolio that
under normal circumstances it will invest at least 80% of the value of its total
assets in high-yielding, income-producing corporate bonds that are rated B3 or
better by Moody's or B- or better by S&P or investment grade. The corporate
bonds in which the Portfolio invests are high-yielding but normally carry a
greater credit risk than bonds with higher ratings. In addition, such bonds may
involve greater volatility of price than higher-rated bonds. For a discussion of
High-Yield Securities and related risks, see "Investment Techniques and
Associated Risks -- High-Yield Securities".

The Portfolio's investments are selected by the Portfolio Manager after
careful examination of the economic outlook to determine those industries that
appear favorable for investments. Industries going through a perceived decline
generally are not candidates for selection. After the industries are selected,
bonds of issuers within those industries are selected based on their
creditworthiness, their yields in relation to their credit and the relative
strength of their common stock prices. Companies near or in bankruptcy are not
considered for investment. The Portfolio does not purchase bonds which are rated
Ca or lower by Moody's or CC or lower by S&P or which, if unrated, in the
judgment of the Portfolio Manager have characteristics of such lower-grade
bonds. Should an investment purchased with the above-described credit quality
requisites be downgraded to Ca or lower or CC or lower, the Portfolio Manager
shall have discretion to hold or liquidate the security.

Subject to the restrictions described above, under normal circumstances, up
to 20% of the Portfolio's assets may include: (1) bonds rated Caa by Moody's or
CCC by S&P; (2) unrated debt securities which, in the judgment of the Portfolio
Manager have characteristics similar to those described above; (3) convertible
debt securities; (4) puts, calls and futures as hedging devices; (5) foreign
issuer debt securities; and (6) short-term money market instruments, including
certificates of deposit, commercial paper, U.S. Government Securities and other
income-producing cash equivalents. For a discussion on options and futures and
their related risks, see "Investment Techniques and Associated Risks".

As of December 31, 1997, the High-Yield Bond Portfolio consisted of securities
classified as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
RATINGS TOTAL INVESTMENTS
------- -----------------
<S> <C>
AAA.......................................................... 5.1%
BBB.......................................................... 0.4%
BB........................................................... 18.8%
B............................................................ 72.6%
Non-rated*................................................... 3.1%
</TABLE>

- ----------

* Equivalent ratings for these securities would have been B.

15
<PAGE> 18

MANAGED PORTFOLIO

The investment objective of the Managed Portfolio is to achieve growth of
capital over time through investment in a portfolio consisting of common stocks,
bonds and cash equivalents, the percentages of which will vary based on the
Portfolio Manager's assessments of the relative outlook for such investments. In
seeking to achieve its investment objective, the types of equity securities in
which the Portfolio may invest are likely to be the same as those in which the
Equity Portfolio invests, although securities of the type in which the Small
Company Value Portfolio and the Small Company Growth Portfolio invest may, to a
lesser extent, be included. Debt securities are expected to be predominantly
U.S. Government securities and investment grade intermediate to long- term
corporate debt, although the Portfolio will also invest in high-quality
short-term money market and cash equivalent securities and may invest almost all
of its assets in such securities when the Portfolio Manager deems it advisable
in order to preserve capital. In addition, the Portfolio may also purchase
foreign securities provided that they are listed on a domestic or foreign
securities exchange or are represented by ADRs listed on a domestic securities
exchange or traded in the United States over-the-counter market.

The allocation of the Portfolio's assets among the different types of
permitted investments will vary from time to time based upon the Portfolio
Manager's evaluation of economic and market trends and its perception of the
relative values available from such types of securities at any given time. There
is neither a minimum nor a maximum percentage of the Portfolio's assets that
may, at any given time, be invested in any of the types of investments
identified above. Consequently, while the Portfolio will earn income to the
extent it is invested in bonds or cash equivalents, the Portfolio does not have
any specific income objective.

ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES

MANAGEMENT OF ASSETS

The Portfolio Managers intend to manage each Portfolio's assets by buying
and selling securities to help attain its investment objective. This may result
in increases or decreases in a Portfolio's current income available for
distribution to its shareholders. While none of the Portfolios is managed with
the intent of generating short-term capital gains, each of the Portfolios may
dispose of investments (including money market instruments) regardless of the
holding period if, in the opinion of the Portfolio Manager, an issuer's
creditworthiness or perceived changes in a company's growth prospects or asset
value make selling them advisable. Such an investment decision may result in
capital gains or losses and could result in a high portfolio turnover rate
during a given period, resulting in increased transaction costs related to
equity securities. Disposing of debt securities in these circumstances should
not increase direct transaction costs since debt securities are normally traded
on a principal basis without brokerage commissions. However, such transactions
do involve a mark-up or mark-down of the price.

Each Portfolio will in the normal course have varying amounts of cash
assets which have not yet been invested in accordance with its objectives. This
cash will be temporarily invested by the Portfolio Manager in high quality
short-term money market securities and cash equivalents.

The portfolio turnover rates of the Portfolios cannot be accurately
predicted. Nevertheless, the portfolio turnover rates for the Growth, Equity
Income, Global Financial Services, Capital Appreciation, Small Company Growth
and Growth and Income Portfolios are not expected to exceed 100%. A high
turnover rate (100% or more) is likely to result in higher brokerage commissions
and other transaction costs and may result in greater taxable capital gains. A
100% annual turnover rate would occur, for example, if all the securities in a
Portfolio's investment portfolio were replaced once in a period of one year.

INVESTMENT SECURITIES, TECHNIQUES AND ASSOCIATED RISKS

The investment techniques and securities described below are used for the
Portfolios' investment programs:

SHORT-TERM INVESTMENTS

Each Portfolio typically invests a part of its assets in various types of
U.S. Government securities and high-quality, short-term debt securities with
remaining maturities of one year or less ("money market instruments"). This type
of short-term investment is made to provide liquidity for the purchase of new
investments and to effect redemptions of shares. The money market instruments in
which each Portfolio may invest include government obligations, certificates of
deposit, bankers' acceptances, commercial paper, short-term corporate securities
and repurchase agreements. The International Growth Portfolio and Global
Financial Services Portfolio may invest in all of the above, both foreign and
domestic, including foreign currency, foreign time deposits, and foreign bank
acceptances.

<PAGE> 19

TIME DEPOSITS

The Portfolios may invest in fixed time deposits, whether or not subject to
withdrawal penalties; however, investment in such deposits which are subject to
withdrawal penalties, other than overnight deposits, are subject to the 10%
limit on illiquid investments set forth in the Prospectus.

VARIABLE RATE NOTES

The commercial paper obligations which the Portfolios may buy are unsecured
and may include variable rate notes. The nature and terms of a variable rate
note (i.e., a "Master Note") permit a Portfolio to invest fluctuating amounts at
varying rates of interest pursuant to a direct arrangement between a Portfolio
as lender and the issuer as borrower. It permits daily changes in the amounts
borrowed. The Portfolios have the right at any time to increase, up to the full
amount stated in the note agreement, or to decrease the amount outstanding under
the note. The issuer may prepay at any time and without penalty any part of or
the full amount of the note. The note may or may not be backed by one or more
bank letters of credit. Because these notes are direct lending arrangements
between the Portfolios and the issuer, it is not generally contemplated that
they will be traded; moreover, there is currently no secondary market for them.
The Portfolios have no limitations on the type of issuer from whom these notes
will be purchased; however, in connection with such purchase and on an ongoing
basis, the Portfolio Managers will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such notes
made demand simultaneously. The Portfolios will not invest more than 5% of their
total assets in variable rate notes.

REPURCHASE AGREEMENTS

Each Portfolio may acquire securities subject to repurchase agreements.
Under a typical repurchase agreement, a Portfolio would acquire a debt security
for a relatively short period (usually for one day and not for more than one
week) subject to an obligation of the seller to repurchase and of the Portfolio
to resell the debt security at an agreed-upon higher price, thereby establishing
a fixed investment return during the Portfolio's holding period. A Portfolio
will enter into repurchase agreements with member banks of the Federal Reserve
System having total assets in excess of $500 million and with dealers registered
with the Securities and Exchange Commission. Under each repurchase agreement the
selling institution will be required to maintain as collateral securities whose
market value is at least equal to the repurchase price. Repurchase agreements
could involve certain risks in the event of default or insolvency of the selling
institution, including costs of disposing of securities held as collateral and
any loss resulting from delays or restrictions upon the Portfolio's ability to
dispose of securities. Pursuant to guidelines established by the Fund's Board of
Trustees, the Portfolio Manager considers the creditworthiness of those banks
and non-bank dealers with which a Portfolio enters into repurchase agreements
and monitors on an ongoing basis the value of securities held as collateral to
ensure that such value is maintained at the required level. A Portfolio will not
enter into a repurchase agreement with a dealer if the agreement has a maturity
beyond one business day.

LOANS OF PORTFOLIO SECURITIES

Each Portfolio may lend its portfolio securities if such loans are secured
continuously by collateral (cash, U.S. Government or agency obligations or
letters of credit) maintained on a daily basis in an amount at least equal at
all times to the market value of the securities loaned and if the Portfolio does
not incur any fees (other than the transaction fees of its custodian bank) in
connection with such loans. A Portfolio may call the loan at any time on five
days' notice and reacquire the loaned securities. During the loan period, the
Portfolio would continue to receive the equivalent of the interest paid by the
issuer on the securities loaned and would also have the right to receive the
interest on investment of the cash collateral in short-term debt instruments. A
portion of either or both kinds of such interest may be paid to the borrower of
such securities. It is not intended that the value of the securities loaned, if
any, would exceed 10% of the value of a Portfolio's total assets. Securities
loans must also meet applicable tests under the Internal Revenue Code of 1986,
as amended (the "Code"). A Portfolio could experience various costs or losses if
a borrower defaults on its obligation to return the borrowed securities.

BORROWING

As a fundamental policy, each Portfolio may borrow money, in an amount not
exceeding 10% of the value of its total assets, as a temporary measure for
extraordinary or emergency purposes.

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<PAGE> 20

FORWARD COMMITMENTS

Securities may be purchased on a "when issued" or on a "forward delivery"
basis, which means it may take as long as 120 days before such obligations are
delivered to a Portfolio. The purpose of such investments is to attempt to
obtain higher rates of return or lower purchase costs than would be available
for securities purchased for immediate delivery. Securities purchased on a when
issued or forward delivery basis involve a risk that the value of the security
to be purchased may decline prior to the settlement date. In addition, if the
dealer through which the trade is made fails to consummate the transaction, the
Portfolio may lose an advantageous yield or price. The Portfolio does not accrue
income prior to delivery of the securities in the case of forward commitment
purchases.

ILLIQUID AND RESTRICTED SECURITIES

No Portfolio will invest more than 10% of its net assets in illiquid or
restricted securities. Illiquid securities include securities that lack readily
available market quotations and securities that cannot be disposed of within
seven days in the normal course of business at the price at which they are
valued. A restricted security is one that is subject to a contractual
restriction on its resale or which cannot be sold publicly until registered
under the Securities Act of 1933 (the "1933 Act"). Restricted securities include
securities that are eligible for resale to "qualified institutional buyers"
pursuant to Rule 144A under the 1933 Act. Rule 144A securities are not subject
to the 10% limitation if they are determined to be liquid pursuant to guidelines
established by the Board of Trustees. The marketability of certain Rule 144A
securities held by a Portfolio could be adversely affected if qualified
institutional buyers become uninterested in purchasing such securities.

REITS

Each Portfolio may invest up to 10% of its total assets in the securities of
real estate investment trusts ("REITs"). REITs are pooled investment vehicles
which invest in real estate and real estate-related loans. The value of a REIT's
shares generally is affected by changes in the value of the underlying
investments of the trust.

HEDGING TRANSACTIONS

Except as otherwise indicated, the Portfolio Managers may engage in the
following hedging transactions to seek to hedge all or a portion of a
Portfolio's assets against market value changes resulting from changes in equity
values, interest rates and currency fluctuations utilizing covered options,
futures and forwards. Hedging is a means of offsetting, or neutralizing, the
price movement of an investment by making another investment, the price of which
should tend to move in the opposite direction from the original investment.

Futures Contracts and Options on Future Contracts. To the extent permitted
by Arizona and New York law, each Portfolio may engage in futures contracts or
options on futures contracts for bona fide hedging or other purposes. When a
Portfolio anticipates a significant market or market sector advance, the
purchase of a futures contract affords a hedge against not participating in the
advance at a time when such Portfolio is not fully invested ("anticipatory
hedge"). Such a purchase of a futures contract would serve as a temporary
substitute for the purchase of individual securities, which then may be
purchased in an orderly fashion once the market has stabilized. As individual
securities are purchased, an equivalent amount of futures contracts could be
terminated by offsetting sales. Any such Portfolio may sell futures contracts in
anticipation of or in a general market or market sector decline that may
adversely affect the market value of such Portfolio's securities ("defensive
hedge"). To the extent that a Portfolio's portfolio of securities changes in
value in correlation with the underlying security or index, the sale of futures
contracts would substantially reduce the risk to the Portfolio of a market
decline and by so doing, provide an alternative to the liquidation of securities
positions in the portfolios with attendant transaction costs. So long as the
Commodity Futures Trading Commission rules so require, none of the Portfolios
will enter into any financial futures or options contract unless such
transactions are for bona fide hedging purposes, or for other purposes only if
the aggregate initial margins and premiums required to establish such
non-hedging positions would not exceed 5% of the liquidation value of such
Portfolio's assets. There may not be a complete correlation between the price of
options and futures and the market prices of the underlying securities. The
Portfolio may lose the ability to profit from an increase in the market value of
the underlying security or may lose its premium payment. If due to a lack of a
market a Portfolio could not effect a closing purchase transaction with respect
to an over-the-counter ("OTC") option, it would have to hold the callable
securities until the call lapsed or was exercised.

18
<PAGE> 21

the option to sell) the underlying security against payment of the exercise
price throughout the term of the option. The Portfolio's obligation to deliver
the underlying security against payment of the exercise price would terminate
either upon expiration of the option or earlier if the Portfolio were to effect
a "closing purchase transaction" through the purchase of an equivalent option on
an exchange. The Portfolio would not be able to effect a closing purchase
transaction after it had received notice of exercise. The International Growth
Portfolio may purchase and write covered call options on foreign and U.S.
securities and indices and enter into related closing transactions.

Generally, such a Portfolio intends to write listed covered calls when it
anticipates that the rate of return from doing so is attractive, taking into
consideration the premium income to be received, the risks of a decline in
securities prices during the term of the option, the probability that closing
purchase transactions will be available if a sale of the securities is desired
prior to the exercise, or expiration of the options, and the cost of entering
into such transactions. A principal reason for writing calls on a securities
Portfolio is to attempt to realize, through the receipt of premium income, a
greater return than would be earned on the securities alone. A covered call
writer such as a Portfolio, which owns the underlying security has, in return
for the premium, given the opportunity for profit from a price increase in the
underlying security above the exercise price, but it has retained the risk of
loss should the price of the security decline.

The writing of covered call options involves certain risks. The Portfolios
will write covered call options only if there appears to be a liquid secondary
market for such options. If, however, an option is written and a liquid
secondary market does not exist, it may be impossible to effect a closing
purchase transaction in the option. In that event, the Portfolio may not be able
to sell the underlying security until the option expires or the option is
exercised, even though it may be advantageous to sell the underlying security
before that time.

The Portfolios will only use call options to hedge against changes
resulting from market conditions in the values of securities owned or expected
to be owned by the Portfolios. Unless otherwise indicated, a Portfolio will not
enter into a hedging transaction (except for closing transactions) if,
immediately thereafter, the sum of the amount of the initial deposits and
premiums on open contracts and options would exceed 20% of the Portfolio's total
assets taken at current value.

Put Options. Each Portfolio may write put options ("puts") on individual
securities. When writing puts, a Portfolio will maintain in a segregated account
at its Custodian liquid assets with a value equal to at least the exercise price
of the option to secure its obligation to pay for the underlying security (a
"covered put"). As a result, such Portfolio will forego the opportunity to trade
the segregated assets or write calls against those assets.

In addition, a Portfolio will receive premium income from writing covered
puts, although it may be required, when the put is exercised, to purchase
securities at higher prices than the current market price.

Each Portfolio may purchase puts on securities (whether or not it holds
such securities), Index Options (described below) (whether or not it holds such
Options) or broadly-based stock indexes.

Index Options. All the Equity Portfolios (Equity, Growth, Growth and
Income, Capital Appreciation, Equity Income, Small Company Growth, Small Company
Value, International Growth, Global Financial Services and Managed Portfolios)
may invest in options on stock indexes. These options are based on indexes of
stock prices that change in value according to the market value of the stocks
they include. Some stock index options are based on a broad market index, such
as the New York Stock Exchange Composite Index or the Standard & Poor's 500.
Other index options are based on a market segment or on stocks in a single
industry. Stock index options are traded primarily on securities exchanges.

Because the value of an index option depends primarily on movements in the
value of the index rather than in the price of a single security, whether a
Portfolio will realize a gain or loss from purchasing or writing an option on a
stock index depends on movements in the level of stock prices in the stock
market generally, or, in the case of certain indexes, in an industry or market
segment rather than changes in the price of a particular security. Consequently,
successful use of stock index options by a Portfolio will depend on that
Portfolio Manager's ability to predict movements in the direction of the stock
market generally or in a particular industry. This requires different skills and
techniques than predicting changes in the value of individual securities.

Interest Rate Swaps. In order to attempt to protect the portfolio
investments from interest rate fluctuations, the Portfolios may engage in
interest rate swaps. The Portfolios tend to use interest rate swaps as a hedge
and not as a speculative investment. Interest rate swaps involve the exchange,
by a Portfolio with another party, of their respective rights to receive
interest (e.g., an exchange of fixed rate payments for floating rate payments).
For example, if a Portfolio holds an interest-paying security whose interest
rate is

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<PAGE> 22

reset once a year, it may enter into an interest rate swap in order to obtain
the right to receive interest at a rate that is reset daily. Such a swap
position would offset changes in the value of the underlying security due to
subsequent changes in interest rates. This would protect the Portfolio from a
decline in the value of the underlying security due to rising interest rates,
but would also limit its ability to benefit from falling interest rates.

A Portfolio will enter into interest rate swaps only on a net basis (i.e.,
the two payment streams will be netted out, with the Portfolio receiving or
paying as the case may be, only the net amount of the two payments). The net
amount of the excess, if any, of the Portfolio's obligations over its
entitlements with respect to each interest rate swap will be accrued on a daily
basis, and an amount of cash or liquid debt securities having an aggregate net
asset value at least equal to the accrued excess, will be maintained in a
segregated account by the Portfolio's custodian bank.

The use of interest rate swaps involves investment techniques and risks
different from those associated with ordinary portfolio security transactions.
If the Portfolio Manager is incorrect in its forecasts of market values,
interest rates and other applicable factors, the investment performance of the
Portfolio will be less favorable than it would have been if this investment
technique were never used. Interest rate swaps do not involve the delivery of
securities or other underlying assets or principal. Thus, if the other party to
an interest rate swap defaults, the Portfolio's risk of loss consists of the net
amount of interest payments that the Portfolio is contractually entitled to
receive.

GENERAL RISKS ASSOCIATED WITH EQUITY (EQUITY, GROWTH, GROWTH AND INCOME, CAPITAL
APPRECIATION, GLOBAL FINANCIAL SERVICES, EQUITY INCOME, SMALL COMPANY GROWTH,
SMALL COMPANY VALUE, INTERNATIONAL GROWTH AND MANAGED) PORTFOLIOS

The Equity Portfolios seek to reduce risk of loss of principal due to
changes in the value of individual stocks by investing in a diversified
Portfolio of common stocks and through the use of options on stocks. Such
investment techniques do not, however, eliminate all risks. Investors should
expect the value of the Equity Portfolios and the net asset value of their
shares to fluctuate based on market conditions.

Small Company Value Portfolio and Small Company Growth Portfolio. The Small
Company Value Portfolio and the Small Company Growth Portfolio are expected to
have greater risk exposure and reward potential than a Portfolio which invests
primarily in larger-capitalization companies. The trading volumes of securities
of smaller capitalization companies are normally less than those of
larger-capitalization companies. This often translates into greater price
swings, both upward and downward. Since trading volumes are lower, new demand
for the securities of such companies could result in disproportionately large
increases in the price of such securities. The waiting period for the
achievement of an investor's objectives might be longer since these securities
are not closely monitored by research analysts and, thus, it takes more time for
investors to become aware of fundamental changes or other factors which have
motivated the Portfolio's purchase. Smaller-capitalization companies often
achieve higher growth rates and experience higher failure rates than do
larger-capitalization companies.

Managed Portfolio. An investment in the Managed Portfolio will entail both
market and financial risk, the extent of which depends on the amount of the
Portfolio's assets which are committed to equity, longer term debt or money
market securities at any particular time. The Managed Portfolio may invest in
mortgage-backed securities. Such securities, while similar to other fixed-income
securities, involve additional risk because mortgage prepayments are passed
through to the holder of the mortgage-backed security and must be reinvested.
When interest rates fall, prepayments tend to rise. The Portfolio may have to
reinvest that portion of its assets invested in such securities more frequently
when interest rates are low than when interest rates are high.

Although the Managed Portfolio seeks to reduce credit risks (i.e., failure
of obligors to pay interest and principal), through careful selection of
investments and market risks resulting from fluctuations in the principal value
of debt obligations due to changes in prevailing interest rates by careful
timing of maturities of investments, such risks cannot be eliminated, and these
factors will affect the net asset value of shares in the Managed Portfolio. The
value of debt obligations generally has an inverse relationship with prevailing
interest rates. The risks of investing in fixed income securities are greater
when such securities are high-yield securities.

International Growth Portfolio. The International Growth Portfolio, and to
a lesser extent the Global Financial Services Portfolio, carry additional risks
associated with possibly less stable foreign securities and currencies.

<PAGE> 23

FOREIGN SECURITIES

As noted above, the International Growth Portfolio will invest primarily in
foreign securities, and the Global Financial Services Portfolio may invest 50%
or more of its total assets in such securities. All other Portfolios may invest
up to 20% of their total assets in foreign securities, including sponsored and
unsponsored ADRs and EDRs which are securities of U.S. issuers representing
underlying securities of foreign issuers. There may be less information
available about unsponsored ADRs and EDRs, and therefore, they may carry higher
credit risks. The Portfolios may also invest in securities of foreign branches
of domestic banks and domestic branches of foreign banks.

Investments in foreign equity and debt securities involve risks different
from those encountered when investing in securities of domestic issuers. The
appropriate Portfolio Managers and the Adviser, subject to the overall review of
the Fund's Board of Trustees, evaluate the risks and opportunities when
investing in foreign securities. Such risks include trade balances and
imbalances and related economic policies; currency exchange rate fluctuations;
foreign exchange control policies; expropriation or confiscatory taxation;
limitations on the removal of funds or other assets; political or social
instability; the diverse structure and liquidity of securities markets in
various countries and regions; policies of governments with respect to possible
nationalization of their own industries; and other specific local, political and
economic considerations.

FOREIGN CURRENCY VALUES AND TRANSACTIONS

Investments in foreign securities will usually involve currencies of
foreign countries, and the value of the assets of the International Growth
Portfolio and the Global Financial Service Portfolio (and of the other
Portfolios that may invest in foreign securities to a much lesser extent) as
measured in United States dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control regulations, and
the International Growth Portfolio may incur costs in connection with
conversions between various currencies.

The normal currency allocation of the International Growth Portfolio is
identical to the currency mix of the Benchmark. The Portfolio expects to
maintain this normal currency exposure when global currency markets are fairly
priced relative to each other and relative to associated risks. The Portfolio
may actively deviate from such normal currency allocations to take advantage of
or to protect the Portfolio from risk and return characteristics of the
currencies and short-term interest rates when those prices deviate significantly
from fundamental value. Deviations from the Benchmark are determined by the
Portfolio Manager based upon its research.

To manage exposure to currency fluctuations, the Portfolio may alter equity
or money market exposures (in its normal asset allocation mix as previously
identified), enter into forward currency exchange contracts, buy or sell
options, futures or options on futures relating to foreign currencies and may
purchase securities indexed to currency baskets. The Portfolio will also use
these currency exchange techniques in the normal course of business to hedge
against adverse changes in exchange rates in connection with purchases and sales
of securities. Some of these strategies may require the Portfolio to set aside
liquid assets in a segregated custodial account to cover its obligations. These
techniques are further described below.

The Portfolio may conduct its foreign currency exchange transactions on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into contracts to purchase or sell foreign
currencies at a future date (i.e., "forward foreign currency" contract or
"forward" contract). A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, which may be any fixed number
of days from the date of the contract, agreed upon by the parties, at a price
set at the time of the contract. The Portfolio will convert currency on a spot
basis from time to time and investors should be aware of the potential costs of
currency conversion.

When the Portfolio Manager believes that the currency of a particular
country may suffer a significant decline against the U.S. dollar or against
another currency, the Portfolio may enter into a currency contract to sell, for
a fixed amount of U.S. dollars or other appropriate currency, the amount of
foreign currency approximating the value of some or all of the Portfolio's
securities denominated in such foreign currency.

At the maturity of a forward contract, the Portfolio may either sell a
Portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by repurchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Portfolio may realize a gain or loss from currency
transactions.

The Portfolio also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to
manage the Portfolio's exposure to changes in currency exchange rates. Call
options on foreign currency

<PAGE> 24

written by the Portfolio will be "covered", which means that the Portfolio will
own an equal amount of the underlying foreign currency. With respect to put
options on foreign currency written by the Portfolio, the Portfolio will
establish a segregated account with its custodian bank consisting of cash, U.S.
government securities or other high grade liquid debt securities in amount equal
to the amount the Portfolio would be required to pay upon exercise of the put.

HIGH-YIELD SECURITIES

Notwithstanding the investment policies and restrictions applicable to the
High-Yield Bond Portfolio which are designed to reduce risks associated with
such investments, high-yield securities may carry higher levels of risk than
many other types of income producing securities. These risks are of three basic
types: the risk that the issuer of the high-yield bond will default in the
payment of principal and interest; the risk that the value of the bond will
decline due to rising interest rates, economic conditions, or public perception;
and the risk that the investor in such bonds may not be able to readily sell
such bonds. Each of the major categories of risk are impacted by various
factors, as discussed below:

High-Yield Bond Market. The high-yield bond market has grown in the context
of a long economic expansion. Any downturn in the economy may have a negative
impact on the perceived ability of the issuer to make principal and interest
payments which may adversely affect the value of outstanding high-yield
securities and reduce market liquidity.

Sensitivity to Interest Rate and Economic Changes. In general, the market
prices of bonds bear an inverse relationship to interest rates; as interest
rates increase, the prices of bonds decrease. The same relationship may hold for
high-yield bonds, but in the past high-yield bonds have been somewhat less
sensitive to interest rate changes than treasury and investment grade bonds.
While the price of high-yield bonds may not decline as much, relatively, as the
prices of treasury or investment grade bonds decline in an environment of rising
interest rates, the market price, or value, of a high-yield bond will be
expected to decrease in periods of increasing interest rates, negatively
impacting the net asset value of the High-Yield Bond Portfolio. High-yield bond
prices may not increase as much, relatively, as the prices of treasury or
investment grade bonds in periods of decreasing interest rates. Payments of
principal and interest on bonds are dependent upon the issuer's ability to pay.
Because of the generally lower creditworthiness of issuers of high-yield bonds,
changes in the economic environment generally, or in an issuer's particular
industry or business, may severely impact the ability of the issuer to make
principal and interest payments and may depress the price of high-yield
securities more significantly than such changes would impact higher rated,
investment grade securities.

Payment Expectations. Many high-yield bonds contain redemption or call
provisions which might be expected to be exercised in periods of decreasing
interest rates. Should bonds in which the High-Yield Bond Portfolio has invested
be redeemed or called during such an interest rate environment, the Portfolio
would have to sell such securities without reference to their investment merit
and reinvest the proceeds received in lower-yielding securities, resulting in a
decreased return for investors in the High-Yield Bond Portfolio. In addition,
such redemptions or calls may reduce the High-Yield Bond Portfolio's asset base
over which the Portfolio's investment expenses may be spread.

Liquidity and Valuation. Because of periods of relative illiquidity, many
high-yield bonds may be thinly traded. As a result, the Board of Trustees'
ability to accurately value high-yield bonds and determine the net asset value
of the High-Yield Bond Portfolio, as well as the Portfolio's ability to sell
such securities, may be limited. Public perception of and adverse publicity
concerning high-yield securities may have a significant negative impact on the
value and liquidity of high-yield securities, even though not based on
fundamental investment analysis.

Tax Considerations. To the extent that the High-Yield Bond Portfolio
invests in securities structured as zero coupon bonds, the Portfolio will be
required to report interest income even though no cash interest payment is
received until maturity of the bond. Such income will be subject to the
distribution requirements applicable to regulated investment companies under the
Code even though no cash distribution of such interest is received in the year
in which such income is taxed.

TEMPORARY DEFENSIVE TACTICS

Any or all of the Portfolios may at times for defensive purposes, at the
determination of the Portfolio Manager, temporarily place all or a portion of
their assets in cash, short-term commercial paper (i.e. short-term unsecured
promissory notes issued by corporations to finance short-term credit needs),
United States Government Securities, high-quality debt securities (including
"Eurodollar" and "Yankee Dollar" obligations, i.e., U.S. issuer borrowings
payable overseas in U.S. funds and obligations of foreign issuers payable in
U.S. funds) and obligations of banks when in the judgment of the Portfolio
Manager such investments are appropriate in light of economic or market
conditions. The International Growth Portfolio and Global Financial Services
Portfolio may invest in all of the

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above, both foreign and domestic, including foreign currency, foreign time
deposits, and foreign bank acceptances. When a Portfolio takes a defensive
position, it may not be following the fundamental investment policy of the
Portfolio.

MANAGEMENT OF THE FUND

The Fund's Board of Trustees has overall responsibility for the management
of the Fund under the laws of Massachusetts governing the responsibilities of
trustees of a Massachusetts business trust. In general, such responsibilities
are comparable to those of directors of a Massachusetts business corporation.
The Board of Trustees of the Fund has undertaken to monitor the Fund for the
existence of any material irreconcilable conflict between the interests of
variable annuity Contractholders and variable life insurance Contractholders and
shall report any such conflict to the boards of MONY and MONY America. The
Boards of Directors of those companies have agreed to be responsible for
reporting any potential or existing conflicts to the Trustees of the Fund and,
at their own cost, to remedy such conflict up to and including establishing a
new registered management investment company and segregating the assets
underlying the variable annuity contracts and the variable life insurance
contracts. The Statement of Additional Information contains information about
the Trustees and Officers of the Fund.

INVESTMENT ADVISER AGREEMENT

The Fund and the Adviser have entered into an Investment Adviser Agreement
pursuant to which the Adviser provides investment advisory and administrative
services to the Portfolios, subject to the direction of the Board and in keeping
with the stated investment objectives of each Portfolio. The Adviser and the
Fund have entered into Portfolio Manager Agreements with each of the Portfolio
Managers discussed below.

The Adviser is assisted in its duty to provide investment supervisory
services by Evaluation Associates, Inc. ("EAI"), which has had 26 years of
experience in evaluating investment advisers for individuals and institutional
investors. The oversight and management services provided by the Adviser include
(i) supervising the Portfolio Managers' compliance with state and federal
regulations, including the Investment Company Act, (ii) evaluating the Portfolio
Managers' performance, (iii) analyzing the composition of the investment
portfolios of each Portfolio of the Fund 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 a request of the Board, for a replacement for any
Portfolio Manager then serving the Portfolio, and (vi) preparing presentations
to shareholders which analyze the Portfolio's overall investment program and
performance.

The Adviser and the Fund have received an exemptive order from the
Securities and Exchange Commission which permits the Fundto enter into or amend
Portfolio Manager Agreements without obtaining Contractholder approval each
time. On April 28, 1997 Contractholders voted affirmatively to give the Fund
this ongoing authority. With Board approval, the Adviser is permitted to employ
new Portfolio Managers for the Portfolios, change the terms of the Portfolio
Managers Agreements or enter into a new Agreement with that Portfolio Manager.
Contractholders of a Portfolio continue to have the right to terminate the
Portfolio Manager's Agreement for the Fund at any time by a vote of the majority
of the outstanding voting securities of the Portfolio. Contractholders will be
notified of any Portfolio Manager changes or other material amendments to
Portfolio Manager Agreement that occur under these arrangements.

The Adviser is a subsidiary of MONY, one of the nation's largest insurance
companies. The Adviser also serves as the investment adviser to The Enterprise
Group of Funds, Inc., a registered investment company consisting of a series of
14 separate investment portfolios with assets of $2.5 billion as of June 30,
1998. The Adviser's address is Atlanta Financial Center, 3343 Peachtree Road,
Ste. 450, Atlanta, Georgia 30326-1022. MONY's address is 1740 Broadway, New
York, New York 10019.

As part of its operational responsibilities, the Adviser has undertaken to
review each of its internal systems and obtain assessments from each service
provider, including Portfolio Managers, of Year 2000 issues which could
potentially impact services to the Fund. Although at this time, there can be no
assurance that there will be no adverse impact on the Fund, the Adviser is
unaware of any Year 2000 issues which remain unresolved or have been identified
as unresolvable. In addition, the Adviser has established a timetable to
periodically re-evaluate systems to ensure that new issues or those which may
not previously have been identified are addressed and resolved in an expeditious
manner. The Adviser does not anticipate any material expenditures for monitoring
Year 2000 issues. Companies or governmental entities in which the Portfolios
invest could be affected by the Year 2000 problem, but at this time, the Adviser
cannot predict the degree of impact on the Portfolios.

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<PAGE> 26

PORTFOLIO MANAGERS

Growth Portfolio

The Portfolio Manager of the Growth Portfolio is Montag & Caldwell, Inc.
("Montag & Caldwell"). Its address is 1100 Atlanta Financial Center, 3343
Peachtree Road, N.E., Atlanta, Georgia 30326, and it is controlled by Allegheny
Corporation. Montag & Caldwell and its predecessors have been engaged in the
business of providing investment counseling to individuals and institutions
since 1945. Ronald E. Canakaris, President and Chief Investment Officer, is
responsible for the day-to-day investment management of the Portfolio and has
more than 30 years' experience in the investment industry. He has been President
of Montag & Caldwell for more than 14 years and has served as Portfolio Manager
since inception. Total assets under management for all clients as of June 30,
1998, approximated $22 billion. Usual investment minimum is $40 million. The
management fee paid by the Growth Portfolio is .75% of net assets, and the
Portfolio Manager receives .30% for assets under management up to $1 billion;
.20% thereafter.

Growth and Income Portfolio

The Portfolio Manager of the Growth and Income Portfolio is Retirement
System Investors Inc. ("RSI") which is a subsidiary of Retirement System Group
Inc. Its address is 317 Madison Ave., New York, New York 10017. James P.
Coughlin, President and Chief Investment Officer, is responsible for the
day-to-day management of the Portfolio and has more than 30 years' experience in
the investment industry. He has served as President and Chief Investment Officer
of RSI since 1989. Total assets under management for RSI were $566.4 million as
of June 30, 1998. The management fee is .75%, and the Portfolio Manager receives
.30% for assets under management of that fee up to $100 million; .25% on the
next $100 million; and .20% for assets greater than $200 million.

Equity Portfolio

The Portfolio Manager of the Equity Portfolio is OpCap Advisors ("OpCap")
which is a subsidiary of Oppenheimer Capital, a general partnership. OpCap's
address is One World Financial Center, New York, New York 10281. The Portfolio
Manager and its affiliates have operated as investment advisers to both mutual
funds and other clients since 1968, and had $66.6 billion under management as of
June 30, 1998. Eileen Rominger, Managing Director of Oppenheimer Capital, is
responsible for the day-to-day management of the Portfolio. Ms. Rominger has
more than 19 years experience in the investment industry and has served as the
day-to-day manager of the Portfolio since its inception in 1988. Usual
investment minimum is $20 million. The annual management fee is .80% of average
daily net assets up to $400 million; .75% of average daily net assets from $400
million to $800 million; and .70% of average daily net assets in excess of $800
million; and the Portfolio Manager receives .40% of average daily net assets up
to $1 billion; and .30% thereafter.

Equity Income Portfolio

The Portfolio Manager of the Equity Income Portfolio is 1740 Advisers, Inc.
("1740 Advisers"). It is a subsidiary of MONY. Its address is 1740 Broadway, New
York, New York 10019. John V. Rock, President and Director, is responsible for
the day-to-day investment management of the Portfolio and has more than 34
years' experience in the investment industry. He has served as President of 1740
Advisers since 1974. Total assets under management (for the Equity Income
Portfolio and all other accounts managed) as of June 30, 1998, were
approximately $1.7 billion. Usual investment minimum is $20 million. The
management fee paid by the Equity Income Portfolio is .75% of net assets, and
the Portfolio Manager receives .30% for assets under management of that fee up
to $100 million; and .25% on the next $100 million; and .20% thereafter.

Capital Appreciation Portfolio

The Portfolio Manager of the Capital Appreciation Portfolio is Provident
Investment Counsel, Inc. ("PIC"). PIC traces its origins to an investment
partnership formed in 1951. PIC is a wholly owned subsidiary of United Asset
Management, Inc. Its address is 300 North Lake Avenue, Pasadena, California
91101. Jeffrey J. Miller is a Managing Director of the firm and is responsible
for the day-to-day management of the Portfolio. He has more than 25 years'
experience in the investment industry. He has been Managing Director of PIC
since 1972. As of June 30, 1998, total assets under management for all clients
were $18.6 billion. Usual investment minimum is $5 million. The management fee
is .75% and the Portfolio Manager receives .50% for assets under management of
that fee up to $100 million; .45% for assets under management for the next $100
million; .35% for assets greater than $200 million up to $300 million; and .30%
thereafter.

<PAGE> 27

Small Company Growth Portfolio

The Portfolio Manager of the Small Company Growth Portfolio is William D.
Witter, Inc. ("Witter"). Witter is owned by its employees. Its offices are at
One Citicorp Center, 153 East 53rd Street, New York, New York 10022. William D.
Witter, President, and Paul B. Phillips, Managing Director, are responsible for
the day-to-day management of the Portfolio. They have more than 60 years'
combined experience in the investment industry. Mr. Witter and Mr. Phillips have
been employed in their present positions by Witter since 1977 and 1996,
respectively. Mr. Phillips previously served as Senior Portfolio Manager at
Bankers Trust from 1986-1995. As of June 30, 1998, total assets under management
for all clients were $830 million. Usual investment minimum is $1 million. The
management fee is 1.00% and the Portfolio Manager receives .65% for assets under
management of that fee up to $50 million; and .55% for assets under management
for the next $50 million; and .45% for assets thereafter.

Small Company Value Portfolio

The Portfolio Manager of the Small Company Value Portfolio is Gabelli Asset
Management Company ("Gabelli"). Its offices are located at One Corporate Center,
Rye, New York 10580. Gabelli is a wholly-owned subsidiary of Gabelli Funds, Inc.
Gabelli's predecessor, Gabelli & Company, Inc., was founded in 1977 by Mario J.
Gabelli who has served as its Chief Investment Officer since inception. He is
responsible for the day-to-day management of the Portfolio and has more than 27
years of experience in the investment industry. As of June 30, 1998, total
assets under management for all clients were $7.3 billion. Usual investment
minimum is $0.5 million. The management fee is .80% of average daily net assets
up to $400 million; .75% of average daily net assets from $400 million to $800
million; and .70% of average daily net assets in excess of $800 million; and the
Portfolio Manager receives .40% of average daily net assets up to $1 billion;
and .30% thereafter.

International Growth Portfolio

The Portfolio Manager of the International Growth Portfolio is Brinson
Partners, Inc. ("Brinson"). Brinson is a wholly-owned subsidiary of UBS AG.
Brinson's address is 209 South LaSalle Street, Chicago, Illinois 60604.
Day-to-day management of this Portfolio is performed by a committee, and no
person is primarily responsible for making recommendations to that committee. As
of June 30, 1998, Brinson's assets under management for all clients approximated
$390 billion. Usual investment minimum is $25 million. The management fee is
.85%, and the Portfolio Manager receives .45% for assets under management up to
$100 million; .35% for assets under management from $100 million to $200
million; .325% for assets from $200 million to $500 million; and .25% for assets
greater than $500 million.

Global Financial Services Portfolio

The Portfolio Manager of the Global Financial Services Portfolio is Sanford
C. Bernstein & Co., Inc. ("Sanford Bernstein"). Sanford Bernstein's address is
767 Fifth Avenue, New York, New York 10153-0185. Sanford Bernstein was
established in 1967 and as of June 30, 1998, had approximately $78 billion in
assets under management. Usual investment minimum is $5 million. Day-to-day
management of this Portfolio is performed by Sanford Bernstein's Global
Investment Policy Group which is chaired by Andrew S. Adelson who has more than
20 years' experience in the investment industry. The management fee is .85% of
average daily net assets, and of that fee, the Portfolio Manager receives .50%
for assets up to $100 million; .40% for assets from $100 million to $300
million; and .30% for assets over $300 million.

High-Yield Bond Portfolio

The Portfolio Manager of the High-Yield Bond Portfolio is Caywood-Scholl
Capital Management ("Caywood-Scholl"). This firm was formed in April 1986 and is
owned by its employees. The address of Caywood-Scholl is 4350 Executive Drive,
Suite 125, San Diego, California 92121. Mr. Caywood, Managing Director and Chief
Executive Officer, is responsible for the day-to-day management of the Portfolio
and has more than 29 years of investment industry experience. He joined
Caywood-Scholl in 1986 as Chief Investment Officer. Caywood-Scholl provides
investment advice with respect to high-yield, low grade fixed income
instruments. As of June 30, 1998, assets under management for all clients
approximated $816.9 million. Usual investment minimum is $1 million. The annual
management fee is .60% of average daily net assets; and the Portfolio Manager
receives .30% for assets up to $100 million and .25% thereafter.

Managed Portfolio

The Portfolio Manager of the Managed Portfolio is OpCap Advisors, described
in the paragraph referencing the Equity Portfolio. Richard J. Glasebrook II,
Managing Director of Oppenheimer Capital, is responsible for the day-to-day
management of the Portfolio.

<PAGE> 28

He has more than 24 years of investment industry experience. The annual
management fee is .80% of average daily net assets up to $400 million; .75% of
average daily net assets from $400 million to $800 million; and .70% of average
daily net assets in excess of $800 million; and the Portfolio Manager receives
.40% of average daily net assets up to $1 billion; .30% of average daily net
assets from $1 billion to $2 billion; and .25% thereafter.

General Portfolio Information

Under the Investment Adviser Agreement, each Portfolio is responsible for
bearing organizational expenses, taxes and governmental fees; brokerage
commissions, interest and other expenses incurred in acquiring and disposing of
portfolio securities; trustees fees, out of pocket travel expenses and other
expenses for trustees who are not interested persons; legal fees, Fund
accounting and audit expenses; custodian, dividend disbursing and transfer agent
fees; and other expenses not expressly assumed by the Adviser under the
Investment Adviser Agreement. The total expenses of each Portfolio for the most
recent fiscal year, expressed as a percentage of average net assets were as
follows:

<TABLE>
<CAPTION>
PORTFOLIO TOTAL EXPENSES
--------- --------------
<S> <C>
Equity.............................. 0.84%
Small Company Value................. 0.86%
International Growth................ 1.19%
High-Yield Bond..................... 0.77%
Managed............................. 0.76%
</TABLE>

The Statement of Additional Information contains more information about the
Investment Adviser Agreement, including a more complete description of the
management fee and expense arrangements, exculpation provisions and portfolio
transactions for the Fund.

The Adviser has advised the Fund that it will reimburse such portion of the
fees due to it under the Investment Adviser's Agreement as is necessary to
assure, for the period commencing January 1, 1998, and ending no earlier than
December 31, 1998, that expenses incurred by the Portfolios will not exceed the
following percentages of average annual assets (annualized for periods of less
than a fiscal year): Growth 1.15%; Growth and Income 1.05%; Equity 1.15%; Equity
Income 1.05%; Capital Appreciation 1.30%; Small Company Growth 1.40%; Small
Company Value 1.30%; International Growth 1.55%; Government Securities 1.30%;
High-Yield Bond 0.85%; Managed 1.30%. The Portfolio Managers have advised the
Fund that they may assist in a portion of the above-referenced reimbursement
from time to time.

DETERMINATION OF NET ASSET VALUE

The net asset value per share is calculated separately for each Portfolio.
The net asset value of each Portfolio is determined at the close of the trading
session ("Close") of the New York Stock Exchange ("NYSE") each day the NYSE is
open and on each other day on which there is a sufficient degree of trading in
any Portfolio's portfolio securities affecting materially the value of such
securities (if the Portfolio receives a request to redeem its shares that day),
by dividing the value of the Portfolio's net assets by the number of shares
outstanding. The Fund's Board of Trustees has established procedures to value
the Portfolios' securities to determine net asset value; in general, those
valuations are based on market value, with special provisions for (i) securities
(including restricted securities) not having readily-available market quotations
and (ii) short-term debt securities. Further details are in the Statement of
Additional Information.

PURCHASE OF SHARES

Investments in the Portfolio may be made by the Variable Accounts. Persons
desiring to purchase Contracts funded by any Portfolio or Portfolios of the Fund
should read this Prospectus in conjunction with the prospectus of the
Contract(s).

Shares of each Portfolio of the Fund are offered to the Variable Accounts
without sales charge at the respective net asset values of the Portfolios next
determined after receipt by the Fund of the purchase payment in the manner set
forth above under "Determination of Net Asset Value." Certificates representing
shares of the Fund will not be physically issued. Enterprise Fund Distributors,
Inc. (the "Distributor") acts without remuneration from the Fund as the
exclusive distributor of the Fund's shares. The principal executive office of
the Distributor is located at Atlanta Financial Center, 3343 Peachtree Road,
N.E., Suite 450, Atlanta, Georgia 30326-1022

<PAGE> 29

REDEMPTION OF SHARES

Shares of any Portfolio of the Fund can be redeemed by the Variable
Accounts at any time for cash, at the net asset value next determined after
receipt of the redemption request in proper form. The market value of the
securities in each of the Portfolios is subject to daily fluctuation and the net
asset value of each Portfolio's shares will fluctuate accordingly. The
redemption value of the Portfolio's shares may be either more or less than the
original cost to the Variable Account. Payment for redeemed shares is ordinarily
made within seven days after receipt by the Fund's transfer agent of redemption
instructions in proper form. The redemption privilege may be suspended and
payment postponed during any period when: (l) the New York Stock Exchange is
closed other than for customary weekend or holiday closings or trading thereon
is restricted as determined by the Securities and Exchange Commission; (2) an
emergency, as defined by the Securities and Exchange Commission exists making
trading of Portfolio securities or valuation of net assets not reasonably
practicable; (3) the Securities and Exchange Commission has by order permitted
such suspension.

STATE LAW RESTRICTIONS

The investments of the MONY America and MONY Variable Accounts are subject
to the provisions of the New York and Arizona insurance law, respectively,
applicable to the investments of life insurance company separate accounts.
Although these state law investment restrictions do not apply directly to the
Fund, the Portfolios will comply, without the approval of shareholders, with
such statutory requirements, as they exist or may be amended.

Under pertinent provisions of New York law, as they currently exist, the
assets of the Variable Accounts of MONY may be invested in any investments (1)
permitted by agreement between these Variable Accounts and their Contractholders
and (2) acquired in good faith and with that degree of care in acquiring
investments that an ordinarily prudent person in a like position would use under
similar circumstances. The only agreement with Contractholders pertaining to
investments permitted for the Variable Accounts is as described in the
prospectuses for the Contracts, namely that the Variable Accounts will invest
only in shares of the Portfolio. The investment of the assets of the Fund are
subject to the investment objectives, policies and restrictions applicable to
the Portfolios, as described in this prospectus (see "Investment Objectives And
Policies", "Investment Restrictions", and Statement of Additional Information,
"Investment Restrictions").

The pertinent provisions of Arizona law, as they currently exist, are in
summary form as follows:

The assets of variable accounts established by MONY America may be invested
in any investments that are of the kind permitted and that satisfy the
qualitative requirements, but without regard to quantitative restrictions.
Bonds, debentures, notes, commercial paper and other evidences of indebtedness,
and preferred, guaranteed or preference stock must have received an investment
grade rating approved by the Director of Insurance. Portfolios may not be
invested in foreign banks (other than foreign branches of domestic banks) except
that investments may be made in obligations issued, assumed or guaranteed by the
International Bank for Reconstruction and Development. Investments not otherwise
permitted under Arizona law may be made in an amount not exceeding in the
aggregate 10 percent of assets and not exceeding 2 percent of assets as to any
one such investment.

Although compliance with New York and Arizona laws described above will
ordinarily result in compliance with any applicable laws of other states, under
some circumstances the laws of other states could impose additional
restrictions. Accordingly, if any state or other jurisdiction in which the
Variable Accounts propose to do business imposes limits applicable to the
Variable Accounts, in addition to any imposed by New York and Arizona law, the
Fund will comply with such further investment limits.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Portfolio intends to distribute substantially all of its net
investment income and any net realized capital gains. Dividends from net
investment income and any distributions of realized capital gains will be paid
in additional shares of the Portfolio paying the dividend or making the
distribution and credited to the shareholder's account unless the shareholder
elects to receive such dividends or distributions in cash.

Dividends from net investment income, if any, on the Equity, Small Company
Value, International Growth, Global Financial Services, Growth, Growth and
Income, Small Company Growth, Capital Appreciation, Equity Income and Managed
Portfolios will be declared and paid at least annually, and any net realized
capital gains will be declared and paid at least once per calendar year.
Dividends from investment income on the High-Yield Bond Portfolio are declared
and paid quarterly. Distributions of realized net short-term capital gains, if
any, and realized long-term capital gains will be declared and paid at least
once per calendar year.

Because the Fund intends to distribute all of the net investment income and
capital gains of each Portfolio and otherwise qualify each Portfolio as a
regulated investment company under Subchapter M of the Internal Revenue Code, it
is not expected that any

27
<PAGE> 30

Portfolio of the Fund will be required to pay any federal income tax on such
income and capital gains. Since the Variable Accounts are the shareholders of
the Fund, no discussion is presented herein as to the federal income tax
consequences at the shareholder level. For information concerning the federal
income tax consequences to Contractholders, see the accompanying Prospectus for
the Contracts.

BROKERAGE TRANSACTIONS

Each Portfolio Manager selects the brokerage firms which complete portfolio
transactions for that Fund, subject to the overall direction and review of the
Adviser and the Board of Directors of the Fund.

The initial criterion which must be met by any Portfolio Manager in selecting
brokers and dealers to effect securities transactions for a Portfolio is whether
such brokers and dealers can obtain the most favorable combination of price and
execution for the transaction. This does not mean that the execution decision
must be based solely on whether the lowest possible commission costs may be
obtained. In seeking to achieve the best combination of price and execution, the
Portfolio Managers evaluate the overall quality and reliability of
broker-dealers and the service they provide, including their general execution
capability, reliability and integrity, willingness to take positions in
securities, general operational capabilities and financial condition.

Subject to this primary objective, the Portfolio Managers may select for
brokerage transactions those firms which furnish brokerage and research services
to the Fund, the Adviser and the respective Portfolio Managers, or those firms
who agree to pay certain of the Fund's expenses, including certain custodial and
transfer agent services, and, consistent with the National Association of
Securities Dealers, Inc. Conduct Rules, those firms which have been active in
selling shares of the Fund. The Portfolio Managers may execute brokerage
transactions through affiliated broker-dealers, subject to compliance with
applicable requirements of the federal securities laws. The Fund paid brokerage
commissions to affiliated broker-dealers in the most recent fiscal year (see
"Portfolio Transactions and Brokerage" in the Statement of Additional
Information for further details).

CALCULATION OF PERFORMANCE

From time to time, the performance of one or more of the Portfolios may be
advertised. The performance data contained in these advertisements is based upon
historical earnings and is not indicative of future performance. The data for
each Portfolio reflects the results of that Portfolio of the Fund and recurring
charges and deductions borne by or imposed on the Portfolio. As the performance
for any Portfolio does not include charges and deductions under the Contracts,
comparisons with other Portfolios used in connection with different variable
accounts may not be useful. Set forth below for each Portfolio is the manner in
which the data contained in such advertisements will be calculated.

The performance data for these Portfolios will reflect the "yield" and
"total return". The "yield" of each of these Portfolios refers to the income
generated by an investment in that Portfolio over the 30 day period stated in
the advertisement and is the result of dividing that income by the value of the
Portfolio. The value of each Portfolio is the average daily number of shares
outstanding multiplied by the net asset value per share on the last day of the
period. "Total Return" for each of these Portfolios refers to the value a
Shareholder would receive on the date indicated if a $1,000 investment had been
made the indicated number of years ago. It reflects historical investment
results less charges and deductions of the Portfolio.

In addition, reference in advertisements may be made to various indices,
including, without limitation, the Standard & Poor's 500 Stock Index, the
Russell 2000 and the Lehman Brothers Corporate/Government Index, and various
rankings by independent evaluators such as Morningstar and Lipper Analytical
Services, Inc. in order to provide the reader a basis for comparison.

ADDITIONAL INFORMATION

Organization of the Fund. The Fund, under the name of Quest for Value
Accumulation Trust, was organized as a Massachusetts business trust on March 2,
1988, and is registered with the Securities and Exchange Commission as an
open-end diversified management investment company. The Fund changed its name to
the Enterprise Accumulation Trust on September 16, 1994. When issued, shares are
fully paid and have no preemptive or conversion rights. The shares of beneficial
interest of the Fund, $0.01 par value, are divided into eleven separate series.
The shares of each series are freely-transferable and equal as to earnings,
assets and voting privileges with all other shares of that series. There are no
conversion, preemptive or other subscription rights. Upon liquidation of the
Fund or any Portfolio, shareholders of a Portfolio are entitled to share pro
rata in the net assets of that Portfolio available for distribution to
shareholders after all debts and expenses have been paid. The shares do not have
cumulative voting rights.

<PAGE> 31

The Fund's Board of Trustees, whose responsibilities are comparable to
those of directors of a Massachusetts corporation, is empowered to issue
additional classes of shares, which classes may either be identical except as to
dividends or may have separate assets and liabilities; classes having separate
assets and liabilities are referred to as "series". The creation of additional
series and offering of their shares (the proceeds of which would be invested in
separate, independently managed Portfolios with distinct investment objectives,
policies and restrictions) would not affect the interests of the current
shareholders in the existing Portfolios.

The assets received by the Fund on the sale of shares of each Portfolio and
all income, earnings, profits and proceeds thereof, subject only to the rights
of creditors, are allocated to each Portfolio, and constitute the assets of such
Portfolio. The assets of each Portfolio are required to be segregated on the
Portfolio's books of account. The Fund's Board of Trustees has agreed to monitor
the Fund transactions and management of each of the Portfolios and to consider
and resolve any conflict that may arise. Direct expenses will be allocated to
each Portfolio and general expenses of the Portfolio will be prorated by total
net assets.

Under Massachusetts law shareholders could, in certain circumstances, be
held personally liable as partners for Fund obligations. The Fund's Declaration
of Trust contains an express disclaimer of shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
each instrument entered into or executed by the Fund. The Declaration of Trust
also provides for indemnification out of the Fund's property for any shareholder
held personally liable for any Fund obligation. Thus, the risk of loss to a
shareholder from being held personally liable for obligations of the Fund is
limited to the unlikely circumstance in which the Portfolio itself would be
unable to meet its obligations.

Voting. For matters affecting only one Portfolio, only the shareholders of
that Portfolio are entitled to vote. For matters relating to all the Portfolios
but affecting the Portfolios differently, separate votes by Portfolio are
required. Approval of the Investment Adviser Agreement or a Portfolio Manager
Agreement, or a change in a fundamental policy are matters which require
separate voting by each Portfolio. To the extent required by law, the Variable
Accounts, which are the shareholders of the Portfolio, will vote the shares of
the Fund, or any Portfolio of the Fund, held in the Variable Accounts in
accordance with instructions from Contractholders, as described under the
caption "Voting Rights" in the accompanying Prospectus for the Contracts. Shares
for which no instructions are received from Contractholders, as well as shares
which the Adviser or its parent, MONY, may own, will be voted in the same
proportion as shares for which instructions are received. The Fund does not
intend to hold annual meetings of shareholders. However, the Board of Trustees
will call special meetings of shareholders for action by shareholder vote as may
be requested in writing by holders of 10% or more of the outstanding shares of a
Portfolio or as may be required by applicable laws or the Declaration of Trust
pursuant to which the Fund has been organized.

Control Persons. As of the date of this Prospectus Additional Statement
MONY and MONY Life Insurance Company of America ("MONY America"), its
wholly-owned subsidiary, through their respective Variable Accounts, own all of
the Fund's outstanding shares. The shares held by the Variable Accounts
generally will be voted in accordance with instructions of Contractholders.
Under certain circumstances, however, MONY and MONY America may disregard voting
instructions received from Contractholders. The Fund might nonetheless be deemed
to be controlled by MONY and MONY America by virtue of the definitions contained
in the 1940 Act although the Fund disclaims such control.

Custodian and Transfer Agent. The custodian of the assets of the Fund is
State Street Bank and Trust Company, P.O. Box 8505, Boston, MA 02266-8505, which
also acts as transfer agent and shareholder servicing agent for the Fund.

Contractholder Inquiries. Inquiries concerning the purchase and sale of
shares of the Fund as well as inquiries concerning dividends and account
statements should be directed to MONY. Inquiries concerning management and
investment policies of the Fund should be directed to Enterprise Capital, 3343
Peachtree Road, Ste. 450, Atlanta, Georgia 30326; or telephone 1-800-432-4320.

Annual Report. The Fund's latest annual report which includes the
Management's Discussion and Analysis, is available upon request and without
charge upon written request to MONY, Mail Drop 9-34, 1740 Broadway, New York, NY
10019 or by telephone request (800-487-6669).

29
<PAGE> 32

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER AND CORPORATE BOND RATINGS

Commercial Paper Ratings

Moody's commercial paper ratings are opinions of the ability of issuers to
repay promissory obligations when due. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1 -- Superior Ability for Repayment;
Prime 2 -- Strong Ability for Repayment; Prime 3 -- Acceptable Ability for
Repayment.

S & P's commercial paper rating is a current assessment of the likelihood
of timely payment. Ratings are graded into four categories, ranging from "A" for
the highest quality obligations to "D" for the lowest. Issues assigned the
highest rating, "A", are regarded as having the greatest capacity for timely
payment. Issues in this category are delineated with the numbers "1", "2", and
"3" to indicate the relative degree of safety. The designation "A-1" indicates
that the degree of safety regarding timely payment is either overwhelming or
very strong. The "A+" designation is applied to those issues rated "A-1" which
possess overwhelming safety characteristics. Capacity for timely payment on
issues with the designation "A-2" is strong. However, the relative degree of
safety is not as high as for issues designated "A-1."

Fitch's commercial paper ratings represent Fitch's assessment of the
issuer's ability to meet its obligations in a timely manner. The assessment
places emphasis on the existence of liquidity. Ratings range from "F-1+" which
represents exceptionally strong credit quality to "F-4" which represents weak
credit quality.

Duff's short-term ratings apply to all obligations with maturities of under
one year, including commercial paper, the uninsured portion of certificates of
deposit, unsecured bank loans, master notes, bankers acceptances, irrevocable
letters of credit and current maturities of long-term debt. Emphasis is placed
on liquidity. Ratings range for Duff 1+ for the highest quality to Duff 5 for
the lowest, issuers in default. Issues rated Duff 1+ are regarded as having the
highest certainty of timely payment. Issues rated Duff 1 are regarded as having
very high certainty of timely payment.

Thomson's BankWatch, Inc. ("TBW") assigns only one Issuer Rating to each
company, based upon a qualitative and quantitative analysis of the consolidated
financials of an issuer and its subsidiaries. The rating incorporates TBW's
opinion of the vulnerability of the company to adverse developments which may
impact the marketability of its securities, as well as the issuer's ability to
repay principal and interest. Ratings range from "A" for highest quality to "E"
for the lowest, companies with very serious problems.

Bond Ratings

A bond rated "Aaa" by Moody's is judged to be the best quality. They carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is deemed secure. While
the various protective elements may change, such foreseeable changes are
unlikely to impair the fundamentally strong position of such issues. Bonds which
are rated "Aa" are judged to be of high quality by all standards. Together with
the "Aaa" group they comprise what are generally known as high grade bonds.
Margins of protection on "Aa" bonds may not be as large as on "Aaa" securities
or fluctuations of protective elements may be of greater magnitude or there may
be other elements present which make the long-term risks appear somewhat larger
than "Aaa" securities. Bonds which are rated "A" possess many favorable
investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment some time in the future. Bonds rated "Baa" are considered medium
grade obligations whose interest payments and principal security appear adequate
for the present but may lack certain protective elements or may be
characteristically unreliable over any great length of time. Moody's applies
numerical modifiers "1", "2" and "3" in each generic rating classification from
"Aa" through "B" in its corporate bond rating system. The modifier "1" indicates
that the security ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates that
the issue ranks in the lower end of its generic rating category. Bonds rated
"Ba" are judged to have speculative elements and bonds rated below "Ba" are
speculative to a higher degree.

Debt rated "AAA" by S & P has the highest rating assigned by it. Capacity
to pay interest and repay principal is extremely strong. Debt rated "AA" has a
strong capacity to pay interest and repay principal and differs from "AAA"
issues only in small degree. Debt rated "A" has a strong capacity to pay
interest and repay principal although it is somewhat more susceptible to the
adverse effects of

30
<PAGE> 33

changes in circumstances and economic conditions than debt in higher rated
categories. Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories. Debt rated "BB" and below
is regarded as having predominantly speculative characteristics with respect to
capacity to pay interest and repay principal.

Debt rated "AAA", the highest rating by Fitch, is considered to be of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events. Debt rated "AA" is regarded as very high credit quality. The
obligor's ability to pay interest and repay principal is very strong. Debt rated
"A" is of high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than debt with higher ratings.
Debt rated "BBB" is of satisfactory credit quality. The obligor's ability to pay
interest and repay principal is adequate; however, a change in economic
conditions may adversely affect timely payment. Plus (+) and minus (-) signs are
used with a rating symbol (except "AAA") to indicate the relative position
within the category.

Debt rated "AAA", the highest rating by Duff's, is considered to be of the
highest credit quality. The risk factors are negligible being only slightly more
than for risk-free U.S. Treasury debt. Debt rated "AA" is regarded as high
credit quality. Protection factors are strong. Risk is modest but may vary
slightly from time-to-time because of economic conditions. Debt rated "A" is
considered to have average but adequate protection factors. Bonds rated "BBB"
are considered to have below average protection factors but still sufficient for
prudent investment. Bonds rated "BB" and below are below investment grade and
possess fluctuating protection factors and risk.

31
<PAGE> 34
STATEMENT OF ADDITIONAL INFORMATION

Enterprise Accumulation Trust
Atlanta Financial Center
3343 Peachtree Road, N.E., Ste. 450
Atlanta, GA 30326-1022
(800) 432-4320

This Statement of Additional Information ("SAI") is not a prospectus and
should be read in conjunction with the Prospectus dated November 1, 1998 (the
"Prospectus") of Enterprise Accumulation Trust (the "Fund"). Mutual of New York
("MONY") and MONY America Contractowners can obtain copies of the Fund's
Prospectus by writing to MONY, Mail Drop 9-34, 1740 Broadway, New York, NY 10019
or by calling MONY at (800) 487-6669.

The date of this Statement of Additional Information is November 1, 1998.

<PAGE> 35

TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information and History............................................ 3

Investment Objectives and Policies......................................... 3

Investment of Assets....................................................... 3

Investment Restrictions.................................................... 7

Trustees and Officers...................................................... 8

Control Persons............................................................ 10

Investment Management and Other Services................................... 10

Portfolio Transactions and Brokerage....................................... 12

Determination of Net Asset Value........................................... 13

Dividends, Distribution and Taxes.......................................... 13

Fund Yield and Total Return Information.................................... 14

Additional Information..................................................... 14
</TABLE>

<PAGE> 36

GENERAL INFORMATION AND HISTORY

The Fund was organized as a Massachusetts business trust under the name
Quest for Value Accumulation Trust on March 2, 1988. On September 16, 1994, it
changed its name to Enterprise Accumulation Trust. In addition, the Fund's Bond
and Money Market Portfolios were reorganized, and all of their respective assets
were transferred to another registered investment company. The Fund commenced
offering the International Growth and High-Yield Bond Portfolios on November 18,
1994. The Small Cap Fund's name was changed on May 1, 1998, to the Small Company
Value Fund. The Fund commenced offering the Growth, Growth and Income, Equity
Income, Capital Appreciation, Small Company Growth, and Global Financial
Services Portfolios on November 1, 1998.

INVESTMENT OBJECTIVES AND POLICIES

International Growth Portfolio - Capital appreciation, primarily through a
diversified Portfolio of non-U.S. equity securities. The Portfolio Manager
believes that, over the long term, investing across international equity markets
based upon discrepancies between market prices and fundamental values may
achieve a positive enhancement for the Portfolio's investment performance
relative to the returns from the Benchmark.

Fundamental value is considered to be the current value of long-term,
sustainable future cash flows derived from a given asset class or security. In
determining fundamental value, the Portfolio Manager examines the relative price
to value of the investment opportunity based upon the prospects for relative
economic growth among countries, regions or geographic areas; expected levels of
inflation; government policies influencing business conditions; and the outlook
for currency relationships. Investment decisions are based on comparisons of
current market prices to fundamental values.

Although it may invest anywhere in the world, it is expected that the
Portfolio will primarily invest in the equity markets included in the Morgan
Stanley Capital International Non-U.S. Equity (Free) Index which currently are
Japan, the United Kingdom, Germany, France, Canada, Italy, the Netherlands,
Australia, Switzerland, Spain, Hong Kong, Belgium, Singapore, Malaysia, Sweden,
Denmark, Norway, New Zealand, Austria, Finland and Ireland. The composition of
the Index may change over time, according to criteria established by Morgan
Stanley.

Global Financial Services Portfolio - Sanford Bernstein systematically
applies a marriage of fundamental and quantitative research to identify
securities that are attractively priced relative to their expected returns and
to develop a portfolio that trades off risk and reward over full market cycles.

The Portfolio Manager employs a centralized investment approach in all
portfolios. The Global Investment Policy Group uses its many years of experience
and market memory to review analysts' latest research findings and forecasts.
The group integrates the work of analysts, economists and the quantitative
group, systematically applying valuation and portfolio construction processes to
select securities. The portfolio managers then apply the Investment Policy
Groups' decisions, deviating only to conform to fund objectives.

Sanford Bernstein employs 129 analysts who take an intensive, long-term
approach to forecasting earnings power and growth. Organized in global industry
teams so that they can discern companies' strategies, cost pressures and
competition in a global context, Sanford Bernstein analysts are centrally
located so that the senior professionals can control the quality of their
findings.

INVESTMENT OF ASSETS

The investment objective and policies of each Portfolio of the Fund are
described in the Prospectus. A further description of the investments and
investment methods applicable to certain Portfolios appears below.

Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities. Some obligations issued or guaranteed by U.S. government
agencies or instrumentalities, such as securities issued by the Federal Home
Loan Bank, are backed by the right of the agency or instrumentality to borrow
from the Treasury. Others, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae"), are supported only by the credit of the
instrumentality and not by the Treasury. If the securities are not backed by the
full faith and credit of the United States, the owner of the securities must
look principally to the agency issuing the obligation for repayment and may not
be able to assert a claim against the United States in the event that the agency
or instrumentality does not meet its commitment.

<PAGE> 37
Information on Time Deposits and Variable Rate Notes. The Portfolios may
invest in fixed time deposits, whether or not subject to withdrawal penalties;
however, investment in such deposits which are subject to withdrawal penalties,
other than overnight deposits, are subject to the 10% limit on illiquid
investments set forth in the Prospectus.

Insured Bank Obligations. The Federal Deposit Insurance Corporation ("FDIC")
insures the deposits of federally insured banks and savings and loan
associations (collectively referred to as "banks") up to $100,000. The
Portfolios may, within the limits set forth in the Prospectus, purchase bank
obligations which are fully insured as to principal by the FDIC. Currently, to
remain fully insured as to principal, these investments must be limited to
$100,000 per bank; if the principal amount and accrued interest together exceed
$100,000, the excess accrued interest will not be insured. Insured bank
obligations may have limited marketability. Unless the Board of Trustees
determines that a readily available market exists for such obligations, a
Portfolio will treat such obligations as subject to the 10% limit for illiquid
investments set forth in the Prospectus for each Portfolio unless such
obligations are payable at principal amount plus accrued interest on demand or
within seven days after demand.

Lower Rated Bonds. Each Portfolio, other than the High-Yield Bond Portfolio,
may invest up to 5%, and the High-Yield Bond Portfolio may invest up to 100%, of
its assets in bonds rated below Baa3 by Moody's Investors Service, Inc.
("Moody's") or BBB by Standard & Poor's Corporation ("S&P"). Securities rated
less than "Baa" by Moody's or "BBB" by S&P are classified as non-investment
grade securities and are considered speculative by those rating agencies. It is
the Fund's policy not to rely exclusively on ratings issued by credit rating
agencies but to supplement such ratings with the respective Portfolio Manager's
own independent and ongoing review of credit quality. Junk bonds may be issued
as a consequence of corporate restructuring, such as leveraged buyouts, mergers,
acquisitions, debt recapitalizations, or similar events or by smaller or highly
leveraged companies. Although the growth of the high yield securities market in
the 1980s had paralleled a long economic expansion, recently many issuers have
been affected by adverse economic and market conditions. It should be recognized
that an economic downturn or increase in interest rates is likely to have a
negative effect on (i) the high yield bond market, (ii) the value of high yield
securities and (iii) the ability of the securities' issuers to service their
principal and interest payment obligations, to meet their projected business
goals or to obtain additional financing. The market for junk bonds may be less
liquid than the market for investment grade bonds. In periods of reduced market
liquidity, junk bond prices may become more volatile and may experience sudden
and substantial price declines. Also, there may be significant disparities in
the prices quoted for junk bonds by various dealers. Under such conditions, a
Portfolio may find it difficult to value its junk bonds accurately. Under such
conditions, a Portfolio may have to use subjective rather than objective
criteria to value its junk bond investments accurately and rely more heavily on
the judgment of the Fund's Board of Trustees. Prices for junk bonds also may be
affected by legislative and regulatory developments. For example, recent federal
rules require that savings and loans gradually reduce their holdings of
high-yield securities. Also, from time to time, Congress has considered
legislation to restrict or eliminate the corporate tax deduction for interest
payments or to regulate corporate restructuring such as takeovers, mergers or
leveraged buyouts. Such legislation, if enacted, may depress the prices of
outstanding junk bonds.

Stock Index Futures and Related Options. Unlike when a Portfolio purchases
or sells a security, no price is paid or received by the Portfolio upon the
purchase or sale of a futures contract. Instead, the Portfolio will be required
to deposit with its broker an amount of cash or U.S. Treasury bills equal to
approximately 5% of the contract amount. This is known as initial margin. Such
initial margin is in the nature of a performance bond or good faith deposit on
the contract which is returned to the Portfolio upon termination of the futures
contract assuming all contractual obligations have been satisfied. In addition,
because under current futures industry practices daily variations in gains and
losses on open contracts are required to be reflected in cash in the form of
variation margin payments, the Portfolio may be required to make additional
payments during the term of the contract to its broker. Such payments would be
required where during the term of a stock index futures contract purchased by
the Portfolio, the price of the underlying stock index declined, thereby making
the Portfolio's position less valuable. In all instances involving the purchase
of stock index futures contracts by the Portfolio resulting in a net long
position, an amount of cash and cash equivalents equal to the market value of
the futures contracts will
4

<PAGE> 38

be deposited in a segregated account with the Fund's custodian to collateralize
the position and thereby insure that the use of such futures is unleveraged. At
any time prior to the expiration of the futures contract, the Portfolio may
elect to close the position by taking an opposite position which will operate to
terminate the Portfolio's position in the futures contract.

There are several risks in connection with the use of stock index futures in
the Portfolios as a hedging device. One risk arises because of the imperfect
correlation between the price of the stock index future and the price of the
securities which are the subject of the hedge. This risk of imperfect
correlation increases as the composition of the Portfolio diverges from the
securities included in the applicable stock index. The price of the stock index
future may move more than or less than the price of the securities being hedged.
If the price of the stock index future moves less than the price of the
securities which are the subject of the hedge, the hedge will not be fully
effective, but, if the price of the securities being hedged has moved in an
unfavorable direction, the Portfolios would be in a better position than if it
had not hedged at all. If the price of the securities being hedged has moved in
a favorable direction this advantage will be partially offset by the stock index
future. If the price of the stock index futures moves more than the price of the
stock the Portfolio will experience a loss or a gain on the future which will
not be completely offset by movement in the price of the securities which are
the subject of the hedge. To compensate for the imperfect correlation of
movements in the price of securities being hedged and movements in the price of
the stock index futures, the Portfolio may buy or sell stock index futures in a
greater dollar amount than the dollar amount of the securities being hedged if
the historical volatility of the prices of such securities has been greater than
the historical volatility of the index. Conversely, the Portfolio may buy or
sell fewer stock index futures contracts if the historical volatility of the
price of the securities being hedged is less than the historical volatility of
the stock index. It is possible that where the Portfolio has sold futures to
hedge against a decline in the market, the market may advance and the Portfolio
may decline. If this occurred, the Portfolio would lose money on the futures and
also experience a decline in the value of its securities. While this should
occur, if at all, for a very brief period or to a very small degree, the
Portfolio Manager believes that over time the value of a diversified portfolio
will tend to move in the same direction as the market indices upon which the
futures are based. It is also possible that if the Portfolio has hedged against
the possibility of a decline in the market adversely affecting stocks it held
and stock prices increase instead, the Portfolio will lose part or all of the
benefit of the increased value of its stock which it had hedged because it will
have offsetting losses in its futures positions. In addition, in such
situations, if the Portfolio has insufficient cash, it may have to sell
securities to meet daily variation margin requirements. Such sales of securities
may be, but will not necessarily be, at increased prices which reflect the
rising market. The Portfolio may also have to sell securities at a time when it
may be disadvantageous to do so.

Where futures are purchased to hedge against a possible increase in the
price of stocks before the Portfolio is able to invest its cash (or cash
equivalents) in stock (or options) in an orderly fashion, it is possible the
market may decline instead. If the Portfolio then concluded to not invest in
stock or options at the time because of concern as to possible further market
decline or for other reasons, the Portfolio will realize a loss on the futures
contract that is not offset by a reduction in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation or
no correlation at all between movements in the stock index future and the
portion of the Portfolio being hedged, the price of stock index futures may not
correlate perfectly with movements in the stock index due to certain market
distortions. All participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the index and
futures markets. Moreover, the deposit requirements in the futures market are
less onerous than margin requirements in the securities market and may therefore
cause increased participation by speculators in the market. Such increased
participation may also cause temporary price distortions. Due to the possibility
of price distortion in the futures market and because of the imperfect
correlation between movements in the stock index and movements in the price of
stock index futures, the value of stock index futures contracts as a hedging
device may be reduced.

Currently, stock index futures contracts can be purchased or sold with
respect to several different stock indices, each based on a different measure of
market performance. Positions in stock index futures may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Portfolios intend to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, as with stock options, there is no assurance that a liquid secondary
market or an exchange or board of trade will exist for any particular contract
or at any particular time. In such event it may not be possible to close a
futures position and in the event of adverse price movements, the Portfolio
would continue to be required to make daily cash payments of variation margin.
However, in the event futures contracts have been used to hedge Fund securities,
such securities will not be sold until the futures contract can be terminated.
In such circumstances, an increase in the price of the securities, if any, may
partially or completely offset losses on the futures contract. However, as
described above, there is no guarantee that the price of securities will, in
fact, correlate with the price movements in the futures contract and thus
provide an offset to losses on a futures contract.

<PAGE> 39

In addition, if the Portfolio has insufficient cash it may at times have to
sell securities to meet variation margin requirements. Such sales may have to be
effected at a time when it is disadvantageous to do so.

Financial Futures. No price is paid or received upon the purchase of a
financial future. Upon entering into a futures transaction, a Portfolio will be
required to deposit an initial margin payment equal to a specified percentage of
the contract value. Initial margin payments will be deposited with the Fund's
custodian bank in an account registered in the futures commission merchant's
name; however the futures commission merchant can gain access to the account
only under specified conditions. As the future is marked to market to reflect
changes in its market value, subsequent payments, called variation margin, will
be made to or from the futures commission merchant on a daily basis. Prior to
expiration of the future, if the Portfolio elects to close out its position by
taking an opposite position, a final determination of variation margin is made,
additional cash is required to be paid by or released to the Portfolio, and any
loss or gain is realized for tax purposes. Although financial futures by their
terms call for the actual delivery or acquisition of the specified debt
security, in most cases the obligation is fulfilled by closing out the position.
All futures transactions are effected through a clearing house associated with
the exchange on which the contracts are traded. At present, no Portfolio intends
to enter into financial futures and options on such futures if after any such
purchase, the sum of initial margin deposits on futures and premiums paid on
futures options would exceed 5% of a Fund's total assets. This limitation is not
a fundamental policy.

Writing Calls. When any of the Portfolios writes a call, it receives a
premium and agrees to sell the callable securities to a purchaser of a
corresponding call during the call period (usually not more than 9 months) at a
fixed exercise price (which may differ from the market price of the underlying
securities) regardless of market price changes during the call period. If the
call is exercised, the Portfolio forgoes any possible profit from an increase in
market price over the exercise price. A Portfolio may, in the case of listed
options, purchase calls in "closing purchase transactions" to terminate a call
obligation. A profit or loss will be realized, depending upon whether the net of
the amount of option transaction costs and the premium received on the call
written is more or less than the price of the call subsequently purchased. A
profit may be realized if the call lapses unexercised, because the Portfolio
retains the underlying security and the premium received. Sixty percent of any
such profits are considered long-term gains and forty percent are considered
short-term gains for tax purposes. If, due to a lack of a market, a Portfolio
could not effect a closing purchase transaction, it would have to hold the
callable securities until the call lapsed or was exercised. The Fund's
Custodian, or a securities depository acting for the Custodian, will act as the
Fund's escrow agent, through the facilities of the Options Clearing Corporation
("OCC") in connection with listed calls, as to the securities on which the
Portfolio has written calls, or as to other acceptable escrow securities, so
that no margin will be required for such transactions. OCC will release the
securities on the expiration of the calls or upon the Portfolio's entering into
a closing purchase transaction.

An option position may be closed out only on a market which provides
secondary trading for options of the same series, and there is no assurance that
a liquid secondary market will exist for any particular option. A Portfolio's
option activities may affect its turnover rate and brokerage commissions. The
exercise of calls written by a Portfolio may cause the Portfolio to sell
securities to cover the call, thus increasing its turnover rate in a manner
beyond the Portfolio's control.

Call Options. The Portfolios may write (sell) call options that are listed
on national securities exchanges or are available in the over-the-counter market
through primary broker-dealers. Call options are short-term contracts with a
duration of nine months or less. Such Portfolios of the Fund may only write call
options which are "covered," meaning that the Portfolio either owns the
underlying security or has an absolute and immediate right to acquire that
security, without additional cash consideration, upon conversion or exchange of
other securities currently held in the Portfolio. In addition, no Portfolio
will, prior to the expiration of a call option, permit the call to become
uncovered. If a Portfolio writes a call option, the purchaser of the option has
the right to buy (and the Portfolio has the option to sell) the underlying
security against payment of the exercise price throughout the term of the
option. The Portfolio's obligation to deliver the underlying security against
payment of the exercise price would terminate either upon expiration of the
option or earlier if the Portfolio were to effect a "closing purchase
transaction" through the purchase of an equivalent option on an exchange. The
Portfolio would not be able to effect a closing purchase transaction after it
had received notice of exercise. The International Growth Portfolio may purchase
and write covered call options on foreign and U.S. securities and indices and
enter into related closing transactions.

Generally, such a Portfolio intends to write listed covered calls when it
anticipates that the rate of return from doing so is attractive, taking into
consideration the premium income to be received, the risks of a decline in
securities prices during the term of the option, the probability that closing
purchase transactions will be available if a sale of the securities is desired
prior to the exercise, or expiration of the options, and the cost of entering
into such transactions. A principal reason for writing calls on a securities
portfolio is to attempt to realize, through the receipt of premium income, a
greater return than would be earned on the securities alone. A covered call
writer such as a Portfolio, which owns the underlying security has, in return
for the premium, given the opportunity for profit from

<PAGE> 40

a price increase in the underlying security above the exercise price, but it has
retained the risk of loss should the price of the security decline.

The writing of covered call options involves certain risks. A principal risk
arises because exchange and over-the-counter markets for options are a
relatively new and untested concept, it is impossible to predict the amount of
trading interest which may exist in such options, and there can be no assurance
that viable exchange and over-the-counter markets will develop or continue. The
Portfolios will write covered call options only if there appears to be a liquid
secondary market for such options. If, however, an option is written and a
liquid secondary market does not exist, it may be impossible to effect a closing
purchase transaction in the option. In that event, the Portfolio may not be able
to sell the underlying security until the option expires or the option is
exercised, even though it may be advantageous to sell the underlying security
before that time.

INVESTMENT RESTRICTIONS

The Fund's significant investment restrictions applicable to the Portfolios
are described in the Prospectus. The following are also fundamental policies
and, together with the restrictions and other fundamental policies described in
the Prospectus, cannot be changed without the vote of a majority of the
outstanding voting securities of that Portfolio. Such a majority is defined as
the lesser of (a) 67% or more of the shares of the Portfolio present at the
meeting of shareholders of the Fund, if the holders of more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy or (b)
more than 50% of the outstanding shares of the Portfolio. For the purposes of
the following restrictions and those contained in the Prospectus: (i) all
percentage limitations apply immediately after a purchase or initial investment;
and (ii) any subsequent change in any applicable percentage resulting from
market fluctuations or other changes in the amount of total assets does not
require elimination of any security from the Portfolio.

Each Portfolio is subject to certain investment restrictions which, together
with its investment objective, are fundamental policies changeable only by
shareholder vote. Under some of those restrictions, each Portfolio may not:

1. As to 75% of the assets of any Portfolio, invest more than 5% of the
value of its total assets in the securities of any one issuer, or purchase more
than 10% of the voting securities, or more than 10% of any class of security, of
any issuer (for this purpose all outstanding debt securities of an issuer are
considered as one class and all preferred stock of an issuer are considered as
one class).

2. Except for the Global Financial Services Portfolio, concentrate its
investments in any particular industry, but if deemed appropriate for attaining
its investment objective, a Portfolio may invest up to 25% of its total assets
(valued at the time of investment) in any one industry classification used by
that Portfolio for investment purposes.

3. Invest more than 5% of the value of its total assets in securities of
issuers having a record, together with predecessors, of less than three years of
continuous operation.

4. Make loans of money or securities, except (a) by the purchase of debt
obligations in which the Portfolio may invest consistent with its investment
objectives and policies; (b) by investing in repurchase agreements; or (c) by
lending its portfolio securities, not in excess of 10% of the value of a
Portfolio's total assets, made in accordance with guidelines adopted by the
Fund's Board of Trustees, including maintaining collateral from the borrower
equal at all times to the current market value of the securities loaned.

5. Borrow money in excess of 10% of the value of its total assets. It may
borrow only as a temporary measure for extraordinary or emergency purposes and
will make no additional investments while such borrowings exceed 5% of the total
assets. Such prohibition against borrowing does not prohibit escrow or other
collateral or margin arrangements in connection with the hedging instruments
which a Fund is permitted to use by any of its other fundamental policies.

6. Invest more than 10% of its net assets in illiquid securities (securities
for which market quotations are not readily available) and repurchase agreements
which have a maturity of longer than seven days.

7. Invest in securities of any issuer if, to the knowledge of the Fund, any
officer or trustee of the Fund or any officer or director of the Investment
Adviser or the Portfolio Manager owns more than 1/2 of 1% of the outstanding
securities of such issuer, and such officers, trustees and directors who own
more than 1/2 of 1% own in the aggregate more than 5% of the outstanding voting
securities of such issuer.

8. Purchase or sell real estate; however, the Portfolios may purchase
marketable securities of issuers which engage in real estate operations or which
invest in real estate or interests therein, and securities which are secured by
real estate or interests therein.

<PAGE> 41

9. Purchase securities on margin (except for such short-term loans as are
necessary for the clearance of purchases of portfolio securities) or sell
securities short except "against the box." (Collateral arrangements in
connection with transactions in options and futures are not deemed to be margin
transactions.)

10. Purchase or sell physical commodities or physical commodity futures
contracts, or oil, gas or mineral exploration or developmental programs, except
that a Portfolio may invest in the securities of companies which operate, invest
in, or sponsor such programs.

11. Engage in the underwriting of securities except insofar as the Fund may
be deemed an underwriter under the Securities Act of 1933 in disposing of a Fund
security.

12. Invest for the purposes of exercising control or management of another
company.

13. Issue senior securities as defined in the Investment Company Act of
1940, as amended (the "1940 Act") except insofar as the Fund may be deemed to
have issued a senior security by reason of: (a) entering into any repurchase
agreement; (b) borrowing money in accordance with restrictions described above;
or (c) lending Fund securities.

14. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.

15. Invest more than 5% of the value of its total assets in warrants not
listed on either the New York or American Stock Exchange. However, the
acquisition of warrants attached to other securities is not subject to this
restriction.

16. Invest more than 10% of its net assets in securities which are
restricted as to disposition under the federal securities laws or otherwise.
This restriction shall not apply to securities received as a result of a
corporate reorganization or similar transaction affecting readily marketable
securities already held by the respective Portfolios; however, each Portfolio
will attempt to dispose in an orderly fashion of any securities received under
these circumstances to the extent that such securities, together with other
unmarketable securities, exceed 10% of that Portfolio's net assets.

All percentage limitations apply immediately after a purchase or initial
investment and any subsequent change in any applicable percentage resulting from
market fluctuations or other changes in the amount of total assets does not
require elimination of any security from a Portfolio.

TRUSTEES AND OFFICERS

The trustees and officers of the Fund, and their principal occupations
during the past five years, are set forth below. Trustees who are "interested
persons", as defined in the 1940 Act, are denoted by an asterisk. As to their
duties relative to the Fund, the address of each is Atlanta Financial Center,
3343 Peachtree Road, N.E., Ste. 450, Atlanta, GA 30326-1022. As of October 1,
1998, the trustees and officers of the Fund as a group owned none of its
outstanding shares.

<PAGE> 42

<TABLE>
<CAPTION>
NAME, AGE, AND POSITION PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
HELD WITH REGISTRANT

<S> <C>
Arthur T. Dietz (74) President, ATD Advisory Corp. since 1996; President and Chief Executive Officer,
Trustee Strategic Portfolio Management, Inc., 1987-1995; Mills B. Lane Professor of Finance and
Banking, Emory University, 1954-1988; Director, The Enterprise Group of Funds, Inc.

*Samuel J. Foti (46) President and Chief Operating Officer, MONY since 1994; Executive Vice President, MONY
Trustee (1991-1994); Trustee, MONY since 1993; Senior Vice President, MONY (1989-1991);
Director, MONY Life Insurance Co. of America since 1989; Director, MONY Brokerage, Inc.
since 1990; Director, MONY International Holdings, Inc. since 1994; Director, MONY Life
Insurance Company of the Americas, Ltd. since 1994, MONY Bank & Trust Co. of the
Americas, Ltd. since 1994; Director, Life Insurance Marketing and Research Associates;
Chairman, Life Insurance Marketing and Research Associates 1996-1997; Director, The
Enterprise Group of Funds, Inc.

Arthur Howell (80) Of Counsel, law firm of Alston & Bird, Atlanta, Georgia; President,
Summit Industries, Trustee Inc.; Chairman, Crescent Banking Co., Inc.; President,
Jonesheirs, Inc.; Director, The Enterprise Group of Funds, Inc.

William A. Mitchell, President/CEO, Carter & Associates (real estate development), Atlanta, Georgia since
Jr. (58) Trustee 1994; Director, John Wieland Homes since 1992; Director, The Enterprise Group of
Funds, Inc.

Lonnie H. Pope (64) Chief Executive Officer, Longleaf Industries, Inc., Marietta, Georgia; Board Member,
Trustee Georgia Chamber of Commerce; Director, The Enterprise Group of Funds, Inc.

*Michael I. Roth (52) Chairman and Chief Executive Officer, MONY since 1993; President and Chief Executive
Trustee Executive Officer, MONY (1991-1993); Director, MONY Life Insurance Company of America
since 1991; Director, ARES Holdings Inc. since 1995; 1740 Advisers, Inc. since 1992;
MONY CS, Inc. since 1989; Executive Vice President and Chief Financial Officer, MONY
(1989-1991); Executive Vice President and Chief Financial Officer, Primerica
Corporation (1987); Executive Vice President, Primerica Corporation (1982-1987);
Director, The Enterprise Group of Funds, Inc.; Director, American Council of Life
Insurance (ACLI); Director, the Life Insurance Counsel of New York; Director, Pitney
Bowes, Inc.; Director, Promus Hotel Corporation.

*Victor Ugolyn (50) Chairman, President and Chief Executive Officer, The Enterprise Group of Funds, Inc.
Trustee since 1991; Chairman, President and Chief Executive Officer, Enterprise Capital
Management, Inc. and Enterprise Fund Distributors, Inc. since 1991; Chairman, President
and Chief Executive Officer, Enterprise Accumulation Trust; Vice Chairman and Chief
Marketing Officer, Value Line Securities, Inc. (1986-1991).

Catherine R. McClellan Secretary, The Enterprise Group of Funds, Inc.; Senior Vice President, Secretary and
(42) Secretary Chief Counsel, Enterprise Capital Management, Inc.; Senior Vice President, Secretary
and Chief Counsel, Enterprise Fund Distributors, Inc.

Herbert M. Williamson Assistant Secretary and Treasurer, The Enterprise Group of Funds, Inc.; Enterprise
(47) Asst. Secretary, Treasurer Capital Management, Inc. and Enterprise Fund Distributors, Inc.

Phillip G. Goff (34) Vice President and Chief Financial Officer, The Enterprise Group of Funds, Inc.;
Vice President Enterprise Capital Management, Inc. and Enterprise Fund Distributors, Inc. 1995
- Present; Audit Manager, Coopers & Lybrand LLP (1986-1995).
</TABLE>

<PAGE> 43

Remuneration of Officers and Trustees. All officers of the Fund are officers
of Enterprise Capital Management, Inc. and receive no salary or fee from the
Fund. The Trustees, other than Messrs. Foti, Roth and Ugolyn will be paid an
annual fee of $10,000 plus $500 for each trustees' meeting attended and $500 for
each committee meeting attended.

The following sets forth compensation paid to each of the Trustees for the
fiscal year ended December 31, 1997:

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
PENSION OR ESTIMATED
AGGREGATE RETIREMENT ANNUAL TOTAL
COMPENSATION BENEFITS BENEFITS COMPENSATION
FROM ACCRUED UPON FROM REGISTRANT
NAME REGISTRANT PART RETIREMENT PAID TO TRUSTEES
---- ------------------- ------------------- --------------- ------------------
<S> <C> <C> <C> <C>
Arthur T. Dietz............... $13,500 None None $27,000
Arthur Howell................. $13,000 None None $26,000
William A. Mitchell, Jr....... $12,500 None None $25,000
Lonnie H. Pope................ $13,000 None None $27,000
</TABLE>

* Each Trustee also served as a Director of The Enterprise Group of Funds,
Inc. and received fees for such services.

CONTROL PERSONS

As of the date of this Additional Statement MONY and MONY Life Insurance
Company of America ("MONY America"), its wholly-owned subsidiary, through their
respective Variable Accounts, own all of the Fund's outstanding shares. The
shares held by the Variable Accounts generally will be voted in accordance with
instructions of Contractholders. Under certain circumstances, however, MONY and
MONY America may disregard voting instructions received from Contractholders.
The Fund might nonetheless be deemed to be controlled by MONY and MONY America
by virtue of the definitions contained in the 1940 Act although the Fund
disclaims such control.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Enterprise Capital Management, Inc. (the "Adviser"), the investment adviser
of each of the Portfolios, serves also as the investment adviser to The
Enterprise Group of Funds, Inc. The Adviser is a subsidiary of The Mutual Life
Insurance Company of New York ("MONY"). The Adviser provides oversight and
management services to the Fund which include, but are not limited to, (1)
supervising the Portfolio Managers' compliance with federal and state
regulations, including the 1940 Act, (2) evaluating the Portfolio Managers'
performance, (3) analyzing the composition of the investment portfolios of each
Portfolio of the Fund and preparing reports thereon for the Board or any
committee of the Board, (4) evaluating each Portfolio's performance in
comparison to similar mutual funds and other market information, (5) conducting
searches, upon request of the Board, for a replacement for any Portfolio Manager
then serving the Fund, and (6) preparing presentations to shareholders which
analyze the Fund's overall investment program and performance.

The Portfolio Manager Agreements. Under the Portfolio Manager Agreements,
the Portfolio Managers, subject to the oversight of the Adviser, are required
to: (i) regularly provide investment advice and recommendations to the
respective Portfolios of the Fund with respect to their investments, investment
policies and the purchase and sale of securities; (ii) supervise continuously
and determine the securities to be purchased or sold by the respective
Portfolios of the Fund and the portion, if any, of the assets of these
Portfolios of the Fund to be held uninvested; and (iii) arrange for the purchase
of securities and other investments by the respective Portfolios of the Fund and
the sale of securities and other investments held by each of these Portfolios of
the Fund.

Expenses not expressly assumed by the Adviser under the Investment Adviser
Agreement are paid by the Fund. The Investment Adviser Agreement lists examples
of expenses paid by the Fund, of which the major categories relate to interest,
taxes, fees to noninterested trustees, legal and audit expenses, custodian and
transfer agent expenses, stock issuance costs, certain printing and registration
costs, and non-recurring expenses, including litigation.

Under the Investment Adviser Agreement, the Adviser guarantees that the
total expenses of the Fund in any fiscal year, exclusive of taxes, interest,
brokerage fees and distribution expense reimbursements shall not exceed, and the
Adviser undertakes to pay or

10
<PAGE> 44

refund to the Fund any amount by which such expenses do exceed, the most
restrictive state law provisions in effect in states where shares of a Portfolio
of the Fund are qualified to be sold. The payment of the management fee at the
end of any month will be reduced or postponed so that at no time will there be
any accrued but unpaid liability for the payment of the management fee under
this expense limitation.

<TABLE>
<CAPTION>
Port. Mgr. Port. Mgr. Port.Mgr.
Total Fee 1997 Fee 1997 Total Fee 1996* Fee 1996 Total Fee 1995** Fee 1995
-------------- ----------- --------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Equity $ 3,319,628 $ 1,664,835 $ 1,743,990 $ 935,253 $ 752,635 $ 501,756
Small Company Value 2,119,841 1,060,105 1,316,050 714,051 907,835 605,223
International Growth 604,348 319,949 303,177 160,663 94,931 51,294
High-Yield Bond 299,011 149,505 143,878 71,939 49,627 25,240
Managed 16,976,135 7,855,235 11,086,850 5,910,578 5,852,587 3,901,724
</TABLE>

* The Adviser has reallowed $21,526 to the High-Yield Bond Portfolio during
1996.

** The Adviser has reallowed the following amounts of its advisory fees to the
Portfolios during 1995: Equity -- $35,480, Small Company Value -- $41,237;
Managed -- $57,047 International Growth -- $74,222; and High-Yield Bond --
$61,596.

The Advisory Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard for its obligations
thereunder, the Adviser or the Portfolio Manager, as the case may be, is not
liable for any act or omission in the course of, or in connection with, the
rendition of services thereunder. The Agreement permits the Adviser to act as
investment adviser for any other person or firm.

11
<PAGE> 45

PORTFOLIO TRANSACTIONS AND BROKERAGE

Portfolio decisions are based upon recommendations and the judgment of the
Portfolio Managers. Prices of portfolio securities purchased from underwriters
of new issues include a commission or concession paid by the issuer to the
underwriter, and prices of securities purchased from dealers include a spread
between the bid and asked prices. The Fund seeks to obtain prompt execution of
orders at the most favorable net price.

Transactions may be directed to dealers during the course of an underwriting
in return for their brokerage and research services, which are intangible and on
which no dollar value can be placed. There is no formula for such allocation.
The research information may or may not be useful to the Fund and/or other
accounts of the Portfolio Managers; information received in connection with
directed orders of other accounts managed by the Portfolio Managers or its
affiliates may or may not be useful to the Fund. Such information may be in
written or oral form and includes information on particular companies and
industries as well as market, economic or institutional activity areas. It
serves to broaden the scope and supplement the research activities of the
Portfolio Managers, to make available additional views for consideration and
comparison, and to enable the Portfolio Managers to obtain market information
for the valuation of securities held by the Fund.

Sales of shares of the Fund, subject to applicable rules covering the
Distributor's activities in this area, will also be considered as a factor in
the direction of Fund transactions to brokers and dealers, but only in
conformity with the price, execution, and other considerations and practices
discussed above.

It is the practice of the Portfolio Managers to cause purchase or sale
transactions to be allocated among the Portfolios and others whose assets it
manages in such manner as it deems equitable. In making such allocations among
the Fund and other client accounts, the main factors considered are the
respective investment objectives, the relative size of portfolio holdings of the
same or comparable securities, the availability of cash for investment, the size
of investment commitments generally held, and the opinions of the persons
responsible for managing each Portfolio and other client accounts. When
possible, concurrent orders to purchase or sell the same security by more than
one of the accounts managed by the Portfolio Managers or an affiliate are
combined, which in some cases could have a detrimental effect on the price or
volume of the security in a particular transaction as far as a Portfolio is
concerned. Transactions effected pursuant to such combined orders are averaged
as to price and allocated in accordance with the purchase or sale orders
actually placed for such account.

In the last three fiscal years ended December 31, the Fund paid the
following aggregate amounts for brokerage commissions on transactions in
Portfolio securities.

<TABLE>
<CAPTION>
TOTAL AFFILIATED
PORTFOLIO BROKERAGE 1997 BROKERAGE 1997
------------------- -------------------- --------------------
<S> <C> <C>
Equity $ 164,149 $ 67,454
Small Company Value $ 534,558 NONE
International Growth $ 181,826 $ 7,791
High-Yield Bond $ 562 $ NONE
Managed $ 1,382,062 442,852

TOTAL AFFILIATED
PORTFOLIO BROKERAGE 1996 BROKERAGE 1996
------------------- -------------------- --------------------
Equity $ 204,255 $ 9,000
Small Company Value $ 784,580 $ 283,427
International Growth $ 102,770 $ 5,789
High-Yield Bond $ 516 $ NONE
Managed $ 992,241 6,000

TOTAL AFFILIATED
PORTFOLIO BROKERAGE 1995 BROKERAGE 1995
------------------- -------------------- --------------------
Equity $ 110,759 $ 2,580
Small Company Value $ 377,157 $ 9,660
International Growth $ 48,107 $ 1,860
High-Yield Bond $ 464 NONE
Managed $ 937,342 $ 16,416

</TABLE>

<PAGE> 46

In the most recent fiscal year, the Fund paid the following brokerage
commissions to affiliated brokers Morgan Stanley & Co., Inc. ("Morgan Stanley")
and Oppenheimer & Co., Inc. ("Oppenheimer").

<TABLE>
<CAPTION>
AFFILIATED BROKERAGE AFFILIATED BROKERAGE
(as a percentage of aggregate (as a percentage of aggregate dollar
PORTFOLIO brokerage commissions) amount of commission transactions)
---------- ---------------------------------- -----------------------------------

Morgan Stanley Oppenheimer Morgan Stanley Oppenheimer

<S> <C> <C> <C> <C>
Equity.................... 2.6% 38.5% 1.8% 43.8%
Small Company Value....... 0.0% 0.0% 0.0% 0.0%
International Growth...... 4.3% 0.0% 4.5% 0.0%
High-Yield Bond........... 0.0% 0.0% 0.0% 0.0%
Managed................... 2.3% 29.8% 3.2% 33.4%
</TABLE>

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each of the Portfolios of the Fund is
determined each day the New York Stock Exchange (the "NYSE") is open, at the
close of the regular trading session of the NYSE that day, by dividing the value
of the Portfolio's net assets by the number of shares outstanding.

Investment securities (other than debt securities) listed on a national
securities exchange or designated as national market system securities are
valued each business day at the last reported sale price; if there are no such
reported sales, the securities are valued at their last quoted bid price. Other
securities traded in the over-the-counter market but not designated as national
market system securities are valued at the last quoted bid price. Investment
debt securities (other than short-term obligations) are valued each business day
by an independent pricing service approved by the Board of Trustees. Investments
are valued by the pricing service using methods which include current market
quotations from a major market maker in the securities and trader-reviewed
"matrix" prices. Short-term debt securities having a remaining maturity of more
than sixty days are valued on a "marked-to-market" basis, that is, at prices
based upon market quotations for securities of similar type, yield, quality and
maturity. Short-term debt securities having a remaining maturity of sixty days
or less are valued at amortized cost, which approximates market value. The
Portfolios may own securities primarily listed on foreign exchanges which trade
on Saturday or other customary United States national business holidays. If the
Portfolios do not price their securities on these days, their net asset values
may be significantly affected on days when investors have no access to the
Portfolios. Any securities or other assets for which market quotations are not
readily available are valued at their fair value as determined in good faith by
the Board of Trustees.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The dividend policies of the Portfolios are discussed in the Prospectus. In
computing interest income, the Funds will amortize any discount or premium
resulting from the purchase of debt securities except for mortgage- or other
receivables-backed obligations subject to monthly payment of principal and
interest. With respect to market discount on bonds issued after July 18, 1984, a
portion of any capital gain realized upon disposition may be recharacterized as
ordinary income.

Each Portfolio is qualified and intends to remain qualified and elect to be
treated as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, (the ""Code"). To remain qualified as a
regulated investment company, a Portfolio must, among other things, (a) derive
at least 90% of is gross income from the sales or other disposition of
securities, dividends, interest, proceeds from loans of stock or securities and
certain other related income; and (b) diversify its holdings so that, at the end
of each fiscal quarter, (i) 50% of the market value of the Portfolio's assets is
represented by cash, government securities and other securities limited in
respect of any one issuer to 5% of the Portfolio's net assets and to not more
than 10% of the voting securities of any one issuer (other than government
securities) and (ii) not more than 25% of the Portfolio's assets is invested in
the securities (other than government securities or the securities of other
regulated investment companies) of any one issuer.

Income received by a Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine in advance the effective rate of
foreign tax to which a Portfolio will be subject, since the amount of that
Portfolio's assets to be invested in various countries is not known.
Shareholders are urged to consult their tax advisors regarding specific
questions as to Federal, state and local taxes.

13
<PAGE> 47

FUND YIELD AND TOTAL RETURN INFORMATION

The average annual total return for the year ended June 30, 1998, for the
five-year period ended June 30, 1998, and the period from inception through June
30, 1998, is shown in the following table:

AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE FIVE YEARS
ENDED ENDED FOR THE PERIOD
JUNE 30, 1998 JUNE 30, 1998 FROM INCEPTION TO
PORTFOLIO (ONE YEAR) (FIVE YEARS) JUNE 30, 1998(1)(2)
--------------------- ---------------- ----------------------- ----------------------
<S> <C> <C> <C>
Equity........................ 23.14% 21.30% 18.02%
Small Company Value........... 34.19% 17.42% 17.21%
International Growth.......... 5.76% -- 12.41%
High-Yield Bond............... 12.38% -- 13.33%
Managed....................... 22.45% 21.85% 20.98%
</TABLE>

(1) Reflects waiver of advisory fees and assumption of other expenses by the
Portfolio Manager in its previous role as Investment Advisor. Without such
waivers and assumptions, the average annual total return during the period
would have been lower.

(2) The date of inception of the Equity, Small Company Value and Managed
Portfolios is August 1, 1988. The date of inception of the High-Yield Bond
and International Growth Portfolios is November 18, 1994.

The table above assumes that a $1,000 payment was made at the beginning of
the period shown, that no further payments were made, and that any distributions
from the assets of the Portfolio were reinvested. The table reflects the
historical rates of return, and deductions for all charges, expenses and fees of
the Fund.

For the Equity, Small Company Value, Growth, Growth and Income, Small
Company Growth, Capital Appreciation, Equity Income, and International Growth
Portfolios and for the equity securities of the Managed Portfolio, net
investment income is the net of the dividends accrued (1/360 of the stated
dividend rate multiplied by the number of days the particular security is in the
Portfolio) on all equity securities during the 30-day period and expenses
accrued for the period. It does not reflect capital gains or losses. For the
Portfolios, net investment income is the net of interest earned on the
obligation held by the Portfolio and expenses accrued for the period. Interest
earned on the obligation is determined by (i) computing the yield to maturity
based on the market value of each obligation held in the corresponding Portfolio
and on the day before the beginning of the period with respect to debt
obligations held by the Equity, Managed, International Growth, Growth, Growth
and Income, Small Company Growth, Capital Appreciation, Equity Income, and Small
Company Value Portfolios (or as to obligations purchased during that 30-day
period, based on the purchase price plus accrued interest); (ii) dividing the
yield to maturity for each obligation by 360; (iii) multiplying that quotient by
the market value of each obligation (including actual accrued interest) for each
day of the subsequent 30-day month that the obligation is in the Portfolio; and
(iv) totaling the interest on each obligation. Discount or premium amortization
is recomputed at the beginning of each 30-day period and with respect to
discount and premium on mortgage or other receivables-backed obligations subject
to monthly payment of principal and interest; discount and premium is not
amortized on the remaining security. Gain or loss attributable to actual monthly
paydowns is reflected as an increase or decrease in interest income during that
period.

The yield shown reflects deductions for all charges, expenses and fees of
the Fund. The table does not reflect charges and deductions which are, or may
be, imposed under the Contracts.

Net investment income of a Portfolio less all charges and expenses of the
Fund with respect to that Portfolio is divided by the product of the average
daily number of shares outstanding and the net asset value of one share on the
last day of the period. The sum of the quotient + I is raised to the 6th power.
I is subtracted from this result and then multiplied by 2.

ADDITIONAL INFORMATION

Description of the Fund. It is not contemplated that regular annual meetings
of shareholders will be held. Shareholders have the right, upon the declaration
in writing or vote of a majority of the outstanding shares of the Fund, to
remove a Trustee. The Trustees will call a meeting of shareholders to vote on
the removal of a Trustee upon written request of the record holders (for at
least six months) of 10% of its outstanding shares. In addition, 10 shareholders
holding the lesser of $25,000 or 1% of the Fund's outstanding shares may advise
the Trustees in writing that they wish to communicate with other shareholders
for the purpose of requesting a

<PAGE> 48

meeting to remove a Trustee. The Trustees will then either give the applicants
access to the Fund's shareholder list or mail the applicants' communication to
all other shareholders at the applicants' expense.

The Declaration of Trust contains an express disclaimer of shareholder
liability for the Fund's obligations, and provides that the Fund shall indemnify
any shareholder who is held personally liable for the obligations of the Fund.
It also provides that the Fund shall assume, upon request, the defense of any
claim made against any shareholder for any act or obligation of the Fund and
shall satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as the Fund) to be held personally liable as a
partner under certain circumstances, the risk of a shareholder incurring any
financial loss on account of shareholder liability is limited to the relatively
remote circumstance in which the Fund itself would be unable to meet the
obligations described above.

Possible Additional Fund Series. If additional Portfolios are created by the
Board of Trustees, shareholders of each such Portfolio will be entitled to vote
as a class only to the extent permitted by the Act (see below) or as permitted
by the Board of Trustees. Income and operating expenses would be allocated
fairly among two or more Portfolios by the Board of Trustees.

Under Rule 18f-2 under the 1940 Act, any matter required to be submitted to
a vote of shareholders of any investment company which has two or more series
outstanding is not deemed to have been effectively acted upon unless approved by
the holders of a "majority" (as defined in that Rule) of the voting securities
of each series affected by the matter. Such separate voting requirements do not
apply to the election of trustees or the ratification of the selection of
independent accountants. The Rule contains special provisions for cases in which
an advisory agreement is approved by one or more, but not all, series. A change
in investment policy may go into effect as to one or more series whose holders
so approve the change even though the required vote is not obtained as to the
holders of other affected series.

Portfolio Turnover Rate. The portfolio turnover rate of the Small Company
Value Portfolio in 1996 exceeded 100% due to the appointment of a new Portfolio
Manager and a resulting change in management style.

Independent Accountants. PricewaterhouseCoopers LLP, located at 1100
Campanile Building, 1155 Peachtree Street, Atlanta, Georgia 30309, serves as
independent accountants of the Fund; their services include auditing the annual
financial statements of each Portfolio as well as other related services.
PricewaterhouseCoopers LLP also serves as independent accountants for the
Adviser and its affiliates.

Financial Statements. The Fund's 1997 Annual Report, filed with the SEC on
February 19, 1998, (accession number 0000832359-98-000002) and the Fund's 1998
Semi-Annual Report, filed with the SEC on August 27, 1998, (accession number
0000832359-98-000015) are hereby incorporated by reference into this Statement
of Additional Information.

Custodian. State Street Bank and Trust Company, P.O. Box 8505, Boston, MA
02266-8505, serves as custodian of the Fund's cash and securities and also acts
as transfer agent and shareholder servicing agent for the Fund.

15
<PAGE> 49
Part C Other Information
Item 24. Financial Statements and Exhibits

Financial Statements:

Included in the Prospectus:

Financial Highlights

Incorporated by reference in Part B:

Schedule of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of
Changes in Net Assets, Notes to Financial Statements,
and Report of Independent Accountants for the year
ended December 31, 1997 for the Enterprise
Accumulation Trust.

Enterprise Accumulation Trust's 1998 Semi-Annual Report to Shareholders.

Included in Part C:

None

Exhibits:

(1) Declaration of Trust, as amended -- previously filed with original
Registration Statement on Form N-1A on April 28, 1988.

(2) By-laws of Registrant.*

(3) Not Applicable.

(4) Not Applicable.

(5) Investment Sub-Advisory Agreement.

(6) Distribution Agreement.*

(7) Not Applicable.

(8) Custody Agreement -- previously filed with Post-Effective Amendment
No. 2 on May 1, 1990.

(9) Not Applicable.

(10) Not applicable.

(11) Consent of Independent Accountants: Filed herewith.

(12) Not Applicable.

(13) Agreement relating to initial capital.*

(14) Not Applicable.

(15) Not Applicable.

(16) Performance Calculations -- previously filed with Post-Effective
Amendment No. 1 on May 1, 1989.

* Previously filed with Pre-Effective Amendment No. 1 on July 13, 1988.

1
<PAGE> 50

Item 25. Persons Controlled by or Under Common Control with Registrant

As of the date of this Post-Effective Amendment variable accounts of life
insurance company affiliates of the Mutual Life Insurance Company of New
York ("MONY") own all the outstanding shares of the registrant as described
in the Registrant's Statement of Additional Information. Shares of the
Registrant will be voted as directed by persons having interests in the
respective Variable Accounts. Registrant might be deemed to be controlled
by such insurance company affiliates of MONY although Registrant declaims
such control.

The Subsidiaries of MONY are as follows: MONY Realty Partners, Inc., MONY
Funding, Inc., MONY CS, Inc., MONY Brokerage, Inc., MONY Credit
Corporation, 1740 Advisers, Inc., MONY Securities Corp., MONY Life
Insurance Company of America, Enterprise Capital Management, Inc., 1740
Ventures, Inc., MONY International Holdings, Inc.

Item 26. Number of Holders of Securities

<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of August 1, 1998
---------------------------- -----------------------
<S> <C>
Shares of Beneficial Interest...........................
Equity Portfolio........................................ 5
High Yield Bond Portfolio............................... 5
Managed Portfolio....................................... 5
Small Company Value Portfolio........................... 5
International Growth Portfolio.......................... 5
</TABLE>

Item 27. Indemnification

See Registration Statement, Form N-1A, File No. 33-15489, July 1, 1987,
Item No. 27, which is incorporated herein by reference.

Item 28. Business and Other Connections of Investment Adviser

See "Investment Management Agreement" in the Prospectus and "Investment
Management and Other Services" in the Statement of Additional Information
regarding the business of the investment adviser and sub-adviser. For
information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and directors of the investment
adviser, reference is made to "Trustees and Officers" in the Statement of
Additional Information and the Adviser's Form ADV filed under the
Investment Advisers Act of 1940, File No. 801-27181, incorporated herein by
reference. For information regarding the sub-adviser, reference is made to
sub-adviser's Form ADV filed under the Investment Advisers Act of 1940,
File No. 801-27180, incorporated herein by reference.

Item 29. Principal Underwriter -- Not applicable.

2
<PAGE> 51

Item 30. Location of Required Records -- Rule 31a-1 (Except those
maintained by Custodian and Transfer Agent)

<TABLE>
<CAPTION>
Entity Function Address
----------------------- ---------- --------------------------
<S> <C> <C>
Enterprise Accumulation Registrant Atlanta Financial Center
Trust 3343 Peachtree Road, N.E.,
Suite 450
Atlanta, GA 30326-1022

Enterprise Capital Investment Same as above.
Management, Inc. Adviser
</TABLE>

3
<PAGE> 52

THE RECORDS OF THE PORTFOLIO MANAGERS ARE KEPT AT THE FOLLOWING LOCATIONS:

<TABLE>
<S> <C>
Growth Portfolio Montag & Caldwell, Inc.
1100 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, GA 30326-1450

Growth & Income Retirement System Investors Inc.
Portfolio 317 Madison Avenue
New York, NY 10017

Equity Portfolio OpCap Advisors
One World Financial Center
New York, NY 10281

Equity Income 1740 Advisers, Inc.
Portfolio 1740 Broadway
New York, NY 10019

Capital Appreciation Provident Investment Counsel, Inc.
Portfolio 300 North Lake Avenue
Pasadena, CA 91101

Small Company Growth William D. Witter, Inc.
Portfolio One Citicorp Center
153 East 53rd Street
New York, NY 10022

Small Company Gabelli Asset Management Company
Value Portfolio One Corporate Center
Rye, New York 10580

International Growth Brinson Partners, Inc.
Portfolio 209 South LaSalle Street
Chicago, IL 60604

Global Financial Sanford C. Bernstein & Co., Inc.
Services Portfolio 1 North Lexington Avenue
White Plains, NY 10601-1785

High-Yield Bond Caywood-Scholl Capital Management
Portfolio 4350 Executive Drive, Suite 125
San Diego, CA 92121

Managed Portfolio OpCap Advisors
One World Financial Center
New York, NY 10281
</TABLE>

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Not applicable.

(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Fund's latest Annual
Report, upon request and without charge.

4
<PAGE> 53

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on October 13, 1998.

ENTERPRISE ACCUMULATION TRUST

By: /s/ Victor Ugolyn
-----------------------------------------------
Victor Ugolyn
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of the Registrant has
been signed below by the following persons in the capacities and on the dates
indicated.

<TABLE>
SIGNATURE CAPACITY DATE
----------------------------- ----------------------- ----------------
<S> <C> <C>
/s/ Victor Ugolyn Chairman, President and October 13, 1998
----------------------------- Chief Executive Officer
Victor Ugolyn

/s/ Phillip G. Goff Principal Financial October 13, 1998
----------------------------- and Accounting Officer
Phillip G. Goff

/s/ Samuel J. Foti Director October 13, 1998
-----------------------------
Samuel J. Foti

/s/ Arthur T. Dietz Director October 13, 1998
-----------------------------
Arthur T. Dietz

/s/ Arthur Howell Director October 13, 1998
-----------------------------
Arthur Howell

/s/ William A. Mitchell, Jr. Director October 13, 1998
-----------------------------
William A. Mitchell, Jr.

/s/ Lonnie H. Pope Director October 13, 1998
-----------------------------
Lonnie H. Pope

/s/ Michael I. Roth Director October 13, 1998
-----------------------------
Michael I. Roth
</TABLE>

5
<PAGE> 54

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits: Description Page
--------- ------------ ----
<S> <C> <C>
(1) Declaration of Trust, as amended -
previously filed with original
Registration Statement on Form N-1A
on April 28, 1998.

(2) By-laws of Registrant.*

(3) Not Applicable.

(4) Not Applicable.

(5) Investment Sub-Advisory Agreement.

(6) Distribution Agreement.*

(7) Not Applicable.

(8) Custody Agreement -- previously filed with
Post-Effective
Amendment No. 2 on May 1, 1990.

(9) Not Applicable.

(10) Not Applicable.

(11) Consent of Independent Accountants: Filed herewith.

(12) Not Applicable.

(13) Agreement relating to initial capital.*

(14) Not Applicable.

(15) Not Applicable.

(16) Performance Calculations -- previously filed with
Post-Effective
Amendment No. 1 on May 1, 1989.
</TABLE>

*Previously filed with Pre-Effective Amendment No. 1 on October 13, 1988.

<PAGE> 1

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 15 to the registration statement of Enterprise Accumulation Trust on Form
N-1A under the Securities Act of 1933 (file number 33-21534) of our report dated
February 19, 1998 on our audit of the financial statements and financial
highlights of Enterprise Accumulation Trust appearing in the Registrant's 1997
Annual Report which is incorporated by reference in the Post-Effective Amendment
to the Registration Statement. We also consent to the reference to our Firm
under the captions "Financial Highlights" in the Prospectus and "Independent
Accountants" in the Statement of Additional Information.

PricewaterhouseCoopers LLP

Atlanta, Georgia
October 13, 1998