ENTERPRISE ACCUMULATION TRUST, 485APOS, 1999-07-13

ENTERPRISE ACCUMULATION TRUST
485APOS, 1999-07-13

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1999

SECURITIES ACT FILE NO. 33-21534
INVESTMENT COMPANY ACT FILE NO. 811-05543
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 19 [X]

AND/OR

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

AMENDMENT NO. 20

(Check appropriate box or boxes)

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

ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD
SUITE 450
ATLANTA, GA 30326
(Address of Principal Executive Office)(Zip Code)
(800) 432-4320
Registrant's telephone number, including area code

CATHERINE R. MCCLELLAN
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD
SUITE 450
ATLANTA, GA 30326
(Name and Address for Agent for Service)

COPY TO:
MARGERY K. NEALE, ESQ
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, NY 10022

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement becomes effective.

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)

[X] on July 15, 1999 pursuant to paragraph (a)(1)

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

If appropriate, check the following box:

[X] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

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ENTERPRISE ACCUMULATION TRUST
PROSPECTUS

DATED JULY 15, 1999

EQUITY PORTFOLIOS

Growth Portfolio
Growth and Income Portfolio
Equity Portfolio
Equity Income Portfolio
Capital Appreciation Portfolio
Multi-Cap Growth Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
International Growth Portfolio

SECTOR PORTFOLIOS

Global Financial Services Portfolio
Internet Portfolio

INCOME PORTFOLIO

High-Yield Bond Portfolio

DOMESTIC HYBRID PORTFOLIOS

Balanced Portfolio
Managed Portfolio

This prospectus contains information you should know before investing,
including information about risks. Please read it before you invest and keep it
for future reference. As with all mutual funds, the Securities and Exchange
Commission does not guarantee that the information in this prospectus is
accurate or complete, nor has it approved or disapproved these securities. It is
a criminal offense to state otherwise.
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TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ 1
Growth Portfolio............................................ 2
Growth and Income Portfolio................................. 3
Equity Portfolio............................................ 4
Equity Income Portfolio..................................... 6
Capital Appreciation Portfolio.............................. 7
Multi-Cap Growth Portfolio.................................. 8
Small Company Growth Portfolio.............................. 9
Small Company Value Portfolio............................... 10
International Growth Portfolio.............................. 12
Global Financial Services Portfolio......................... 14
Internet Portfolio.......................................... 15
High-Yield Bond Portfolio................................... 16
Balanced Portfolio.......................................... 18
Managed Portfolio........................................... 19
Additional Information about the Portfolios' Investments and
Risks..................................................... 21
Year 2000................................................. 22
Euro Conversion........................................... 22
Higher Risk Securities and Investment Practices............. 23
Risk Terminology.......................................... 25
Account Information......................................... 26
Transaction and Account Policies............................ 27
Portfolio Management........................................ 28
The Investment Advisor.................................... 28
The Portfolio Managers.................................... 29
Financial Highlights........................................ 32
</TABLE>

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INTRODUCTION

Enterprise Accumulation Trust offers separate investment Portfolios that
serve as the underlying funding vehicles for variable annuity contracts and
variable life insurance policies. The Portfolios have individual objectives and
strategies to offer investors a broad range of investment alternatives. Shares
of the Portfolios are sold only to the insurance companies that write the
variable annuity and variable life policies. The contractholders do not become
shareholders of the Portfolios.

Enterprise Capital Management, Inc. (the "Advisor") is the investment
advisor to each Portfolio. The Advisor selects a Portfolio Manager for each
Portfolio on the basis of a number of criteria, including the Portfolio
Manager's reputation, resources and performance results.

Before investing in the Portfolios, you should consider the general risks
involved. The value of your investment in a Portfolio is based on the market
prices of the securities the Portfolio holds. These prices change due to
economic and other events that affect securities markets generally, as well as
those that affect particular companies, industry sectors or countries. These
price movements, sometimes called volatility, will vary depending on the types
of securities a Portfolio owns and the markets in which these securities trade.
In addition, the investments made by a Fund may underperform the market
generally or other mutual funds with a similar investment objective of that
Fund. As with other investments, you could lose money on your investment in a
Portfolio. Your investment in a Portfolio is not a bank deposit. It is not
insured or guaranteed by the FDIC or any government agency. A Portfolio may not
achieve its objective. A Portfolio's objective may not be changed without
shareholder approval.

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(PICTURE)

GROWTH PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of large
capitalization companies

Investor Profile Investors who want the value of their
investment to grow but do not need to receive income on
their investment.

Investment Strategies The Growth Portfolio invests
primarily in U.S. common stocks. The "Growth at a
Reasonable Price" strategy employed by the Portfolio
combines growth and value style investing. This means that
the Portfolio invests in the stocks of companies with
long-term earnings potential but which are currently
selling at a discount to their estimated long term value.
The Portfolio's equity selection process is generally lower
risk than a typical growth stock approach. Valuation is the
key selection criterion which makes the investment style
risk averse. Also emphasized are growth characteristics to
identify companies whose shares are attractively priced and
may experience strong earnings growth relative to other
companies.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Montag & Caldwell, Inc.

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(PICTURE)

GROWTH AND INCOME PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Total return through capital
appreciation with income as a secondary consideration

Principal Investments Broadly diversified group of U.S.
common stocks of large capitalization companies

Investor Profile Investors who want the value of their
investment to grow, with the potential of receiving
dividend income.

Investment Strategies The Growth and Income Portfolio
invests primarily in U.S. common stocks of large
capitalization companies. The Portfolio principally selects
stocks that will appreciate in value, seeking to take
advantage of temporary stock price inefficiencies, which
may be caused by market participants focusing heavily on
short-term developments. In selecting stocks for the
Portfolio, the Portfolio Manager employs a "value-oriented"
strategy. This means that the Portfolio Manager attempts to identify stocks of
companies that have greater value than is recognized by the market generally.
The Portfolio Manager considers a number of factors, such as sales, growth and
profitability prospects for the economic sector and markets in which the company
operates and sells its products and services, the company's stock market price,
earnings level and projected earnings growth rate. The Portfolio Manager also
considers current and projected dividend yields. The Portfolio Manager compares
this information to that of other companies in determining relative value.

Principal Risks The Portfolio invests primarily in U.S. common stocks. As a
result, the Portfolio is subject to the risk that stock prices will fall over
short or extended periods of time. Stock markets tend to move in cycles, with
periods of rising prices and periods of falling prices. This price volatility is
the principal risk of investing in the Portfolio.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Retirement System Investors Inc.

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(PICTURE)

EQUITY PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Long-term capital appreciation

Principal Investments U.S. equity securities

Investor Profile Investors who want the value of their
investment to grow but do not need to receive income on
their investment.

Investment Strategies The Equity Portfolio invests
primarily in U.S. common stock of companies that meet the
Portfolio Manager's criteria of high return on investment
capital, strong positions within their industries, sound
financial fundamentals and management committed to
shareholder interests. To that end, the Portfolio Manager
selects companies with one or more of the following
characteristics: substantial and growing discretionary cash
flow, strong shareholder value-oriented management,
valuable consumer or commercial franchises, high return on capital, favorable
price to intrinsic value, and undervalued assets. The Portfolio Manager also
imposes a strict sell discipline to sell the stock once it rises close to the
target price established by the Portfolio Manager.

PERFORMANCE INFORMATION

The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Portfolio and give some indication of the
risk. Of course, the Portfolio's past performance does not necessarily indicate
how the Portfolio will perform in the future.

This bar chart shows changes in the performance of the Portfolio's shares from
year to year. It does not reflect separate account charges imposed by the
insurance companies that write the variable annuity contracts and variable life
policies; if these charges were included they would have reduced the
performance.
(CHART)

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
14.17% -13.44%
(MARCH 31, 1991) (SEPTEMBER 30, 1998)
</TABLE>

4
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<TABLE>
<CAPTION>
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AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN
DECEMBER 31, 1998) YEAR YEARS YEARS
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<S> <C> <C> <C>
Enterprise Equity Portfolio(1).............................. 9.90% 20.00% 17.42%
S&P 500(2).................................................. 28.57% 24.06% 19.21%
</TABLE>

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(1) Inception date is August 1, 1988.
(2) This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.

Portfolio Manager OpCap Advisors

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(PICTURE)

EQUITY INCOME PORTFOLIO

PORTFOLIO PROFILE

Investment Objective A combination of growth and income to
achieve an above-average and consistent total return

Principal Investments Dividend-paying U.S. common stocks

Investor Profile Investors who want the value of their
investment to grow, with the potential of receiving
dividend income.

Investment Strategies The Equity Income Portfolio invests
primarily in dividend-paying U.S. common stocks. The goal
is capital appreciation combined with a high level of
current income. Dividend yield relative to the S&P 500
average is used as a discipline and measure of value in
selecting stocks for the Fund. To qualify for a purchase, a
stock's yield must be greater than the S&P 500's average
dividend yield. The stock must be sold within two quarters
after its dividend yield falls below that of the S&P
average. The effect of this discipline is that a stock will
be sold if increases in its annual dividends do not keep
pace with increases in its market price.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager 1740 Advisers, Inc.

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(PICTURE)

CAPITAL APPRECIATION PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of companies that
demonstrate accelerating earnings momentum and consistently
strong financial characteristics

Investor Profile Investors who want the value of their
investment to grow but do not need to receive income on
their investment and are willing to accept the increased
risk associated with more aggressive investment strategies.

Investment Strategies The Capital Appreciation Portfolio
invests in U.S. common stocks of companies that demonstrate
accelerating earnings momentum and consistently strong
financial characteristics. The Portfolio Manager's criteria
for stock selection include: (a) steadily increasing
earnings; and (b) a three-year performance record of sales,
earnings, dividend growth, pretax margins, return on equity
and reinvestment rate which, in the aggregate, average 1.5
times the average performance of the S&P 500 for the same
period. The Portfolio Manager selects stocks of small, medium and large
capitalization companies in an attempt to achieve an average capitalization of
portfolio companies 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.

Principal Risks The Portfolio invests in common stocks. As a result, the
Portfolio is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Portfolio. In addition, the Portfolio invests
to a large extent in small- to mid-sized companies which may be more vulnerable
to adverse business or economic events than larger, more established companies.
In particular, these companies may have somewhat limited product lines, markets
and financial resources, and may depend upon a relatively small- to medium-sized
management group.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Provident Investment Counsel, Inc.

7
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(PICTURE)

MULTI-CAP GROWTH PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, such as common or
preferred stocks, which are listed on U.S. exchanges or
traded in the over-the-counter market

Investor Profile Investors who want an increase in the
value of their investment without regard to income; are
willing to accept the increased risk of investing in small
and medium size company stocks for the possibility of
higher returns; and want to diversify their holdings to
include small, medium and large company stocks.

Investment Strategies The Multi-Cap Growth Portfolio
invests primarily in growth stocks. The Portfolio Manager
believes that these companies tend to fall into one of two
categories: High Unit Volume Growth and Positive Life Cycle
Change. High Unit Volume Growth companies are those vital, creative companies
that offer goods or services to a rapidly expanding marketplace. They include
both established and emerging firms, offering new or improved products, or firms
simply fulfilling an increased demand for an existing line. Positive Life Cycle
Change companies are those companies experiencing a major change that is
expected to produce advantageous results. These changes may be as varied as new
management; new products or technologies; restructuring or reorganization; or
merger and acquisition. The Portfolio can leverage, that is, borrow money, to
buy additional securities. By borrowing money, the Portfolio has the potential
to increase its returns if the increase in the value of the securities purchased
exceeds the cost of borrowing, including the interest paid on the money
borrowed.

In addition, the cost of borrowing money to leverage may exceed the returns for
the securities purchased or the securities purchased may actually go down in
value; thus, the Portfolio's net asset value could decrease more quickly than if
it had not borrowed money.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Fred Alger Management, Inc.

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(PICTURE)

SMALL COMPANY GROWTH PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

Investor Profile Investors who want an increase in the
value of their investment without regard to income; are
willing to accept the increased risk of investing in small
company stocks for the possibility of higher returns; and
want to diversify their portfolio to include small company
stocks.

Investment Strategies The Small Company Growth Portfolio
invests primarily in common stocks of small capitalization
companies with above-average growth characteristics that
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 its price-earnings ratio
exceeds its growth rate. By using this valuation parameter,
the Portfolio Manager believes it moderates some of the
inherent volatility in the 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
the Portfolio Manager's 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.

Principal Risks The Portfolio invests primarily in common stocks. As a result,
the Portfolio is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Portfolio. In addition, the Fund invests
primarily in small sized companies which may be more vulnerable to adverse
business or economic events than larger, more established companies. In
particular, small-sized companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager William D. Witter, Inc.

9
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(PICTURE)

SMALL COMPANY VALUE PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

Investment Strategies The Small Company Value Portfolio
invests primarily in common stocks of small capitalization
companies that the Portfolio Manager believes are
undervalued -- that is, the stock's market price does not
fully reflect the company's value. The Portfolio Manager
uses a proprietary research technique to determine which
stocks have a market price that is less than the "private
market value," or what an investor would pay for the
company. The Portfolio Manager then determines whether there is an emerging
valuation catalyst that will focus investor attention on the underlying assets
of the company and increase the market price. Smaller companies may be subject
to a valuation catalyst such as increased investor attention, takeover efforts
or a change in management.

Principal Risks The Portfolio invests primarily in common stocks. As a result,
the Portfolio is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Portfolio. In addition, the Fund invests
primarily in small-sized companies which may be more vulnerable to adverse
business or economic events than larger, more established companies. In
particular, small-sized companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.

PERFORMANCE INFORMATION

The bar chart and the performance table on the next page illustrate the
volatility of an investment in the Portfolio and give some indication of the
risk. Of course, the Portfolio's past performance does not necessarily indicate
how the Portfolio will perform in the future.

10
<PAGE> 14

This bar chart shows changes in the performance of the Portfolio's shares from
year to year. It does not include separate account charges imposed by the
insurance companies that write the annuity contracts and variable life policies;
if these charges were included they would have reduced performance.
(CHART)

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
19.20% -17.80%
(MARCH 31, 1991) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN
DECEMBER 31, 1998) YEAR YEARS YEARS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Small Company Value Portfolio(1).......................... 9.61% 14.59% 16.33%
Russell 2000(2)...................................................... -2.56% 11.86% 12.92%
</TABLE>

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(1) Inception date is August 1, 1988.
(2) This unmanaged broad-based index measures the performance of 2,000 small
capitalization companies. As of the latest reconstitution, the average
market capitalization was approximately $592.0 million and the largest
company in the index had an approximate market capitalization of $1,402.7
million. An index does not have an investment advisor, indicates reinvested
dividends and does not pay commissions or expenses. If an index had
expenses, its performance would be lower. One cannot invest directly in an
index.

Portfolio Manager Gabelli Asset Management Company ("GAMCO Investors, Inc.")

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(PICTURE)

INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Capital appreciation

Principal Investments Non-U.S. equity securities

Investor Profile Investors who want an increase in the
value of their investment without regard to income and are
willing to accept the increased risk of international
investing for the possibility of higher returns.

Investment Strategies The International Growth Portfolio
invests primarily in non-U.S. equity securities that the
Portfolio Manager believes are undervalued. The Portfolio
Manager uses an approach that involves top-down country
allocation combined with bottom-up stock selection. The
Portfolio Manager looks for companies that are good
predictable businesses selling at attractive prices
relative to an estimate of intrinsic value. The Portfolio
Manager diversifies investments among European, Australian
and Far East ("EAFE") markets.

Principal Risks The Portfolio invests primarily in common stocks of foreign
companies. As a result, the Portfolio is subject to the risk that stock prices
will fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price
volatility is the principal risk of investing in the Portfolio. In addition,
investments in foreign markets may be more volatile than investments in U.S.
markets. Diplomatic, political or economic developments may cause foreign
investments to lose money. The value of the U.S. dollar may rise, causing
reduced returns for U.S. persons investing abroad. A foreign country may not
have the same accounting and financial reporting standards as the U.S. Foreign
stock markets, brokers and companies are generally subject to less supervision
and regulation than their U.S. counterparts. Emerging market securities may be
even more susceptible to these risks.

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
17.29% -13.69%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1998)

</TABLE>

12
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE RETURN SINCE
DECEMBER 31, 1998) YEAR INCEPTION(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Enterprise International Growth Portfolio................... 14.83% 11.62%
MSCI EAFE Index(2).......................................... 20.00% 9.51%
</TABLE>

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(1) Inception date is November 18, 1994. Performance reflects annualized return
from November 30, 1994 to December 31, 1998.
(2) The Morgan Stanley Capital International Europe, Australia, and the Far East
(MSCI EAFE) Index is a market capitalization weighted, equity index
comprised of 1,032 companies that are representative of the market structure
of 20 countries, excluding the United States, Canada and other regions such
as Latin America. Constituent stocks are selected on the basis of industry
representation, liquidity, and sufficient float. Includes invested dividends
and excludes any transaction or holding charges. One cannot invest directly
in any index.

Portfolio Manager Vontobel USA Inc.

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(PICTURE)

GLOBAL FINANCIAL SERVICES PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Capital appreciation

Principal Investments Common stocks of domestic and
foreign financial services companies

Investor Profile Investors who want an increase in the
value of their investment without regard to income, want
investment in the global financial services sector, and are
willing to accept the increased risk of international
investing for the possibility of higher returns.

Investment Strategies The Global Financial Services
Portfolio invests primarily in the domestic and foreign
financial services industry by normally investing in
companies domiciled in the U.S. and in at least three other
countries. The Portfolio considers a financial services
company to be 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, life insurance companies and insurance holding
companies. The Portfolio Manager selects securities by combining fundamental and
quantitative research to identify securities of financial services companies
that are attractively priced relative to their 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.

Principal Risks The Portfolio invests in common stocks of foreign companies. As
a result, the Portfolio is subject to the risk that stock prices will fall over
short or extended periods of time. Stock markets tend to move in cycles, with
periods of rising prices and periods of falling prices. This price volatility is
a principal risk of investing in the Portfolio. In addition, investments in
foreign markets may be more volatile than investments in U.S. markets.
Diplomatic, political or economic developments may cause foreign investments to
lose money. The value of the U.S. dollar may rise, causing reduced returns for
U.S. persons investing abroad. A foreign country may not have the same
accounting and financial reporting standards as the U.S. Foreign stock markets,
brokers and companies are generally subject to less supervision and regulation
than their U.S. counterparts. Emerging markets securities may be even more
susceptible to these risks. Because the Portfolio concentrates in a single
industry sector, its performance is largely dependent on the sector's
performance, which may differ from that of the overall stock market. Generally,
the financial services industry is extremely sensitive to fluctuations in
interest rates. Moreover, while rising interest rates will cause a decline in
the value of any debt securities the Portfolio holds, falling interest rates or
deteriorating economic conditions can adversely affect the performance of
financial services companies' stock. Both foreign and domestic financial
services companies are affected by government regulation or market intervention,
which may limit their activities and affect their profitability. Some financial
services companies, e.g., insurance companies, are subject to severe market
share and price competition.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full year.

Portfolio Manager Sanford C. Bernstein & Co., Inc.

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(PICTURE)

INTERNET PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, including common
stocks, preferred stocks, warrants and other securities
convertible into common stock of companies primarily
engaged in Internet, Intranet and other "high tech" related
activities.

Investor Profile Investors who want an increase in the
value of their investment without regard to income and want
to diversify their overall holdings with a concentrated
investment in companies engaged in Internet, Intranet and
other "high tech" related activities.

Investment Strategies Under normal conditions, the
Internet Portfolio will invest at least 65% of its assets
in equity securities. In choosing which companies' stock
the Portfolio should purchase, the Portfolio Manager
invests in those companies listed on a U.S. securities
exchange or NASDAQ which are engaged in the research,
design, development or manufacturing, or engaged to a
significant extent in the business of distributing
products, processes or services for use with Internet or Intranet related
businesses. The Portfolio may also invest in other "high tech" companies. The
Internet is a world-wide network of computers designed to permit users to share
information and transfer data quickly and easily. The World Wide Web("WWW"),
which is a means of graphically interfacing with the Internet, is a hyper-text
based publishing medium containing text, graphics, interactive feedback
mechanisms and links within WWW documents and to other WWW documents. An
Intranet is the application of WWW tools and concepts to a company's internal
documents and databases. Other "high tech" companies may include firms in the
computer, communication, video, electronic, office and factory automation and
robotic sectors.

Principal Risks As a result of investing primarily in U.S. common stocks, the
Portfolio is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Portfolio. Moreover, because of large
investments in mid-capitalization, small-capitalization and/or emerging growth
companies, the Portfolio is riskier than large-capitalization funds since such
companies typically have greater earnings fluctuations and greater reliance on a
few key customers than larger companies. In addition, the value of companies
engaged in Internet and Intranet related activities is particularly vulnerable
to rapidly changing technology, extensive government regulation and relatively
high risks of obsolescence caused by scientific and technological advances. As a
result, the value of the Portfolio's shares may fluctuate more than shares of a
fund investing in a broader range of industries.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Fred Alger Management, Inc.

15
<PAGE> 19

(PICTURE)

HIGH-YIELD BOND PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Maximum current income

Principal Investments Debt securities rated below
investment grade, which are commonly known as "junk bonds"

Investor Profile Income-oriented investors who are willing
to accept increased risk for the possibility of greater
returns through high-yield bond investing.

Investment Strategies The High-Yield Bond Portfolio
invests primarily in high-yield, income-producing U.S.
corporate bonds rated B3 or better by Moody's Investors
Service, Inc. ("Moody's") or B- or better by Standard &
Poor's Corporation ("S&P"), which are commonly known as
"junk bonds." The Portfolio's investments are selected by
the Portfolio Manager after examination of the economic
outlook to determine those industries that appear favorable
for investment. Industries going through a perceived
decline generally are not candidates for selection. After
the industries are selected, the Portfolio Manager identifies bonds of issuers
within those industries 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 be subsequently
downgraded to Ca or lower or CC or lower, the Portfolio Manager has 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.

Principal Risks The Portfolio invests primarily in below investment-grade debt
securities. As a result, the Portfolio is subject to the risk that the prices of
the debt securities will decline due to rising interest rates. This risk is
greater for long-term debt securities than for short-term debt securities. A
junk bond's market price may fluctuate more than higher-quality securities and
may decline significantly. High-yield bonds also carry a substantial risk of
default or changes in the issuer's creditworthiness. In addition, it may be more
difficult for the Portfolio to dispose of junk bonds or to determine their
value. Junk bonds may contain redemption or call provisions that, if exercised
during a period of declining interest rates, may force the Portfolio to replace
the security with a lower yielding security. If this occurs, it will result in a
decreased return for shareholders.

PERFORMANCE INFORMATION

16
<PAGE> 20

This bar chart shows changes in the performance of the Portfolio's shares from
year to year. It does not include separate account charges imposed by the
insurance companies that write the variable annuity contracts and variable life
insurance policies, if these charges were included they which would have reduced
performance.
(CHART)

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
5.47% -5.13%
(SEPTEMBER 30, 1997) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE RETURN SINCE
DECEMBER 31, 1998) YEAR INCEPTION(1)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Enterprise High-Yield Bond Portfolio........................ 3.60% 11.56%
Lehman Brothers High Yield Bond Index(2).................... 5.13% 11.91%
</TABLE>

- ---------------

(1) Inception date is November 18, 1994. Performance reflects annualized return
from November 30, 1994 to December 31, 1998.
(2) This is an unmanaged index that includes fixed rate, public nonconvertible
issues that are rated Bal or lower by Moody's Investor Service. If a Moody's
rating is not available, the bonds must be rated BB+ or lower by S&P, or by
Fitch if an S&P rating is not available. The index does not have an
investment advisor. It includes reinvested interest and does not pay
commissions or expenses. If an index had expenses, its performance would be
lower. One cannot invest directly in an index.

Portfolio Manager Caywood-Scholl Capital Management

17
<PAGE> 21

(PICTURE)

BALANCED PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Long-term total return

Principal Investments A combination of equity, fixed
income and short-term securities

Investor Profile Investors who want the value of their
investment to grow and also want to receive income on their
investment

Investment Strategies Generally, between 55% and 75% of
the Balanced Portfolio's total assets will be invested in
equity securities. The portfolio allocation will vary based
upon the Portfolio Manager's assessment of the return
potential of each asset class. For equity investments, the
Portfolio Manager uses a bottom-up approach to stock
selection, focusing on high quality, well-established
companies that have a strong history of earnings growth;
attractive prices relative to the company's potential for
above average; long-term earnings and revenue growth;
strong balance sheets; a sustainable competitive advantage;
the potential to become (or currently are) industry
leaders; and the potential to outperform the market during downturns. When
selecting fixed income securities, the Portfolio Manager will seek to maintain
the Portfolio's weighted average duration within 20% of the duration of the
Lehman Brothers Government Corporate Index. Emphasis is also placed on
diversification and credit analysis. The Portfolio will only invest in fixed
income securities with an "A" or better rating. Fixed investments will include:
U.S. Government securities; corporate bonds; mortgage/asset-backed securities;
and money market securities and repurchase agreements.

Principal Risks The Portfolio invests in both common stocks and debt
securities. As a result, the Portfolio is subject to the risk that stock prices
will fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price
volatility is a principal risk of investing in the Portfolio. In addition, the
Portfolio is subject to the risk that the prices of debt securities will decline
due to rising interest rates. The risk is greater for long-term debt securities
than for short-term debt securities. Debt securities may decline in credit
quality due to events related to the issuer as well as to general economic or
governmental events.

PERFORMANCE INFORMATION

Information about Portfolio performance is not provided due to the fact that the
Portfolio does not have returns for a full calendar year.

Portfolio Manager Montag & Caldwell, Inc.

18
<PAGE> 22

(PICTURE)

MANAGED PORTFOLIO

PORTFOLIO PROFILE

Investment Objective Growth of capital over time

Principal Investments Common stocks, bonds and cash
equivalents, the percentages of which will vary based on
the Portfolio Manager's assessment of relative investment
values

Investor Profile Investors who want the value of their
investment to grow but do not need to receive income on
their investment.

Investment Strategies The Managed Portfolio invests in a
diversified portfolio of common stocks, bonds and cash
equivalents. 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 time, be invested in any specific types of
investments. However, the Portfolio invests primarily in equity securities at
times when the Portfolio Manager believes that the best investment values are
available in the equity markets. The Portfolio may invest almost all of its
assets in high-quality short-term money market and cash equivalent securities
when the Portfolio Manager deems it advisable to preserve capital. 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. The
bonds in which the Portfolio may invest will normally be investment grade
intermediate to long-term U.S. government and corporate debt.

Principal Risks The Portfolio invests in both common stocks and debt
securities. As a result, the Portfolio is subject to the risk that stock prices
will fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price
volatility is a principal risk of investing in the Portfolio. In addition, the
Portfolio is subject to the risk that the prices of debt securities will decline
due to rising interest rates. The risk is greater for long-term debt securities
than for short-term debt securities. Debt securities may decline in credit
quality due to factors affecting the issuer, or general economic or political
events. In addition, an issuer may be unable to make timely payments of
principal or interest to the Portfolio. Some investment grade bonds may have
speculative characteristics.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Portfolio's shares from
year to year. It does not include separate account charges imposed by the
insurance companies that write the variable annuity contracts and variable life
insurance policies; if these charges were included they would have reduced
performance.

19
<PAGE> 23

(CHART)

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
20.79% -14.24%
(MARCH 31, 1991) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN
DECEMBER 31, 1998) YEAR YEARS YEARS
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Managed Portfolio(1)............................. 7.95% 20.11% 19.83%
S&P 500(2).................................................. 28.57% 24.06% 19.21%
</TABLE>

- ---------------

Portfolio Manager OpCap Advisors

20
<PAGE> 24

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS'
INVESTMENTS AND RISKS

EQUITY, SECTOR, INCOME AND DOMESTIC HYBRID PORTFOLIOS' INVESTMENTS

The table below shows the Equity, Sector, Income and Domestic Hybrid
Portfolios' principal investments. In other words, the table describes the type
or types of investments that we believe will most likely help each Portfolio
achieve its investment goal.

Y = Types of securities in which a Portfolio invests.
<TABLE>
<CAPTION>

EQUITY PORTFOLIOS
SMALL SMALL
GROWTH & EQUITY CAPITAL MULTI-CAP COMPANY COMPANY INTERNATIONAL
GROWTH INCOME EQUITY INCOME APPRECIATION GROWTH GROWTH VALUE GROWTH
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Stocks(1) Y Y Y Y Y Y Y Y
Foreign Stocks Y
Bonds(2)

<CAPTION>
INCOME
SECTOR PORTFOLIOS PORTFOLIO HYBRID PORTFOLIOS
GLOBAL
FINANCIAL HIGH-YIELD
SERVICES INTERNET BOND MANAGED BALANCED
<S> <C> <C> <C> <C> <C>
U.S. Stocks(1) Y Y Y Y
Foreign Stocks Y
Bonds(2) Y Y Y
</TABLE>

(1) Each Portfolio that invests in U.S. stocks may invest in large
capitalization companies, medium capitalization companies and small
capitalization companies. Large capitalization companies generally have
market capitalizations of over $5 billion. Medium-sized capitalization
companies generally have market capitalizations ranging from $1 billion to
$5 billion. Small capitalization companies generally have market
capitalizations of $1 billion or less. However, there may be some overlap
among capitalization categories. The Growth, Growth & Income, Equity, Equity
Income, Capital Appreciation, Balanced and Managed Portfolios intend to
invest primarily in stocks of large capitalization companies. The Small
Company Growth Portfolio and the Small Company Value Portfolio intend to
invest primarily in the stocks of small capitalization issuers. The
Multi-Cap Growth and Internet Funds intend to invest in large, medium and
small capitalization companies.
(2) The High-Yield Bond Portfolio invests primarily in junk bonds, which are
high-yielding, income producing corporate bonds, and investment grade
corporate debt. To the extent that the Managed and Balanced Portfolios
invest in bonds, they will normally invest in investment grade intermediate
to long-term U.S. government and corporate debt. An investment grade debt
security is rated in one of the top four ratings categories by a debt rating
agency (or is considered of comparable quality by the Portfolio Manager).
The two best known debt rating agencies are Standard & Poor's Rating
Services, a Division of The McGraw-Hill Companies, Inc. and Moody's
Investors Service, Inc. "Investment grade" refers to any security rated
"BBB" or above by Standard & Poor's or "Baa" or above by Moody's.

Each Portfolio also may invest in other securities, use other strategies
and engage in other investment practices, which are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that any
Portfolio will achieve its investment goal.

The investments listed above and the investments and strategies described
throughout this prospectus are those that a Portfolio may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Portfolio may invest up to 100% of its
assets in cash, money market instruments, repurchase agreements and short-term
obligations. When a Portfolio is investing for temporary defensive purposes, it
is not pursuing its investment goal. In addition, active and frequent trading
may have an effect on performance due to additional expenses.

21
<PAGE> 25

YEAR 2000

Many computer and computer-based systems cannot distinguish the year 2000
from the year 1900 because of the way they encode and calculate dates (commonly
known as the "Year 2000 Issue"). The Year 2000 Issue could potentially have an
adverse impact on the handling of security trades, the payment of interest and
dividends, pricing and account services. As part of its operational
responsibilities, the Advisor has reviewed each of its internal systems and has
obtained assessments from each service provider, including Portfolio Managers,
of Year 2000 issues which could potentially impact services to the Portfolios.
The Advisor is unaware of any Year 2000 issues which remain unresolved or have
been identified as unresolvable. In addition, the Advisor 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 Advisor does not anticipate any material expenditures
for monitoring Year 2000 issues. If the problem has not been fully addressed,
however, the Portfolios could be negatively affected. The Year 2000 Issue could
also have a negative impact on the companies or governmental agencies in which
the Portfolios invest, which could hurt the Portfolios' investment returns, but
at this time, the Advisor cannot predict the degree of impact on the Portfolios.

EURO CONVERSION

Effective January 1, 1999, several European countries irrevocably fixed
their existing national currencies to a new single European currency unit, the
"euro." Certain European investments may be subject to additional risks as a
result of this conversion. These risks include adverse tax and accounting
consequences, as well as difficulty in processing transactions. The Advisor is
aware of such potential problems and is coordinating efforts to prevent or
alleviate their adverse impact on the Funds. There can be no assurance that the
Funds will not suffer any adverse consequences as a result of the euro
conversion.

22
<PAGE> 26

HIGHER RISK SECURITIES AND INVESTMENT PRACTICES

<TABLE>
<CAPTION>
This table shows each Portfolio's investment limitations as a percentage of
portfolio assets. In each case the principal types of risk are described in the
following chart. Numbers in this table show allowable usage only; for actual
usage, consult the Portfolio's annual/semiannual reports.
5 Percent of total assets (italic type)
5 Percent of net assets (roman type)
Y* No policy limitation on usage; fund may be using currently
Y Permitted, but not typically used. GROWTH & EQUITY
N NOT PERMITTED GROWTH INCOME EQUITY Income
<S> <C> <C> <C> <C>
CONVENTIONAL SECURITIES
NON-INVESTMENT-GRADE SECURITIES. Securities rated below Baa/BBB are considered
junk bonds. Credit, market, interest rate, liquidity, valuation, information
risks. Y Y Y Y
FOREIGN EQUITIES
- Stocks issued by foreign companies. Market, currency, information, natural
event, political risks. Y Y Y Y
- American or European depository receipts, which are dollar-denominated
securities typically issued by American or European banks and are based on
ownership of securities issued by foreign companies. Market, currency,
information, natural event, political risks. 20 20 20 20
RESTRICTED AND ILLIQUID SECURITIES. Securities not traded on the open market
May include illiquid Rule 144A securities. Liquidity, valuation, market risks. 10 10 10 10
INVESTMENT PRACTICES
REPURCHASE AGREEMENTS. The purchase of a security that must later be sold back
to the seller at the same price plus interest. Credit risk. 5 5 5 5
SECURITIES LENDING. The lending of securities to financial institutions, which
provide cash or government securities as collateral. Credit risk. N N N N
HEDGING. 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. Y Y Y Y
SHORT SALES. The selling of securities which have been borrowed on the
expectation that the market price will drop. Hedged leverage, market,
correlation, liquidity, opportunity risks. N N N N
SHORT-TERM TRADING. Selling a security soon after purchase. A Portfolio
engaging in short-term trading will have higher turnover, brokerage commissions
and transaction expenses. Short-term trading may also have tax consequences,
involving a possible increase the short-term capital gains or losses. Market
risk. Y Y Y Y
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The purchase or sale of
securities for delivery at a future date; market value may change before
delivery. Market, opportunity, leverage risks. 5 5 5 5
DERIVATIVE SECURITIES. The Portfolios will not invest in derivatives except a
hedge against changes in the values of the Portfolios' securities resulting
from market conditions. Y Y Y Y
FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS. Contracts
involving the right or obligation to deliver or receive assets or money
depending on the performance of one or more assets or an economic index.
- Futures and related options. Interest rate, currency, market, hedged or
speculative leverage, correlation, liquidity, opportunity risks. Y Y Y Y
- Puts and calls on securities and indices. Interest rate, currency, market,
leverage, correlation, liquidity, credit, opportunity risks. 5 5 5 5
CURRENCY CONTRACTS. Contracts involving the right or obligation to buy or sell
a given amount of foreign currency at a specified price and future date.
- HEDGED. Currency, hedged leverage, correlation, liquidity, opportunity
risks. Y Y Y Y
- SPECULATIVE. Currency, speculative leverage, liquidity risks. N N N N
OTHER DERIVATIVES, INCLUDING PUTS, CALLS AND INTEREST RATE SWAPS. Interest
rate, currency, market, leverage, correlation, liquidity, credit, opportunity
risk. Y Y Y Y
</TABLE>

23
<PAGE> 27

SMALL SMALL GLOBAL
CAPITAL MULTI-CAP COMPANY COMPANY INTERNATIONAL FINANCIAL HIGH-YIELD
APPRECIATION GROWTH GROWTH VALUE GROWTH SERVICES INTERNET BALANCED MANAGED Bond
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Y Y Y Y Y Y Y N Y Y*
Y 20 Y Y Y* Y* Y Y Y Y
20 Y 20 20 Y* Y* Y Y 20 N
10 10 10 10 10 10 10 10 10 10
5 5 5 5 5 5 5 5 5 5
N N N N N N N N N N
Y Y Y Y Y Y N N Y Y
N Y N N N N N N N N
Y Y Y Y Y Y Y Y Y Y
5 5 5 5 20 5 Y Y 5 5
Y Y Y Y Y Y* Y Y Y Y
Y Y Y Y Y Y Y Y Y Y
5 Y 5 5 20 5 Y Y 5 20
Y Y Y Y Y* Y* Y Y Y Y
N Y N N N N N N N N
Y Y Y Y Y Y Y Y Y Y
</TABLE>

24
<PAGE> 28

RISK TERMINOLOGY

CORRELATION RISK: the risk that changes in the value of a hedging
instrument will not match that of the asset being hedged (hedging is the use of
one investment to offset the effects of another investment). Incomplete
correlation can result in unanticipated risks.

CREDIT RISK: the risk that the issuer of a security, or the counter party
to a contract, will default or otherwise become unable to honor a financial
obligation.

CURRENCY RISK: the risk that fluctuations in the exchange rates between
the U.S. dollar and foreign currencies may negatively affect an investment.
Adverse changes in exchange rates may erode or reverse any gains produced by
foreign currency denominated investments and may increase any losses.

INFORMATION RISK: the risk that key information about a security or market
is inaccurate or unavailable.

INTEREST RATE RISK: the risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
cause a fall in values, while a fall in rates typically causes a rise in values.

LEVERAGE RISK: the risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value.

Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that a
Portfolio also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains.

Speculative. To the extent that a derivative is not used as a hedge,
a Portfolio is directly exposed to the risks of that derivative. Gains or
losses from speculative positions in a derivative may be substantially
greater than the derivative's original cost.

LIQUIDITY RISK: the risk that certain securities may be difficult or
impossible to sell at the time and the price that the seller would like. The
seller may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on a
Portfolio's management or performance.

MARKET RISK: the risk that the market value of a security may move up or
down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole. Common to all stocks and bonds
and the mutual funds that invest in them.

NATURAL EVENT RISK: the risk of losses attributable to natural disasters,
crop failures and similar events.

OPPORTUNITY RISK: the risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in less
advantageous investments.

POLITICAL RISK: the risk of losses attributable to government or political
actions. Political risks range from changes in tax or trade statutes to
governmental collapse and war.

VALUATION RISK: the risk that a Portfolio has valued certain of its
securities at a higher price than it can sell them for.

25
<PAGE> 29

ACCOUNT INFORMATION

Shares of each Portfolio are not offered directly to the public. Instead,
shares are currently issued and redeemed only in connection with investments in
and payments under variable annuity contracts and variable life insurance
policies (the "Contracts") of MONY Life Insurance Company ("MONY") and its
affiliates. All shares of the Portfolios are currently owned by "Separate
Accounts" of MONY and its affiliates. The Separate Accounts invest in shares of
the Portfolios in accordance with the allocation instructions received from
holders of the Contracts. You should be aware that the Contracts involve fees
and expenses that are not described in this Prospectus, and that the Contracts
also may involve certain restrictions and limitations. Certain Portfolios may
not be available in connection with a particular Contract. MONY is under common
control with, and therefore affiliated with Enterprise Capital Management, Inc.,
the investment advisor of the Portfolios. In the future, shares of the
Portfolios may be sold to Separate Accounts and other eligible investors that
are not affiliated entities of MONY. It is possible, although not presently
anticipated, that a material conflict could arise between and among the various
investors in the Portfolios. If such a conflict were to occur, one or more
investors might withdraw their investments in the Portfolios. This might force
one or more of the Portfolios to sell portfolio securities at disadvantageous
prices. You will find information about purchasing a Contract in the Prospectus
that offers such Contracts, which accompanies this Prospectus.

26
<PAGE> 30

TRANSACTION AND ACCOUNT POLICIES

VALUATION OF SHARES

The purchase or redemption price of a Portfolio share is its next
determined net asset value per share. The net asset value per share is
calculated separately for each Portfolio. Each Portfolio calculates a share's
net asset value by dividing net assets of the Portfolio by the total number of
outstanding shares of such Portfolio.

The Portfolios calculate net asset value at the close of regular trading on
each day the New York Stock Exchange is open. Investment securities, other than
debt securities, listed on either a national or foreign securities exchange or
traded in the over-the-counter National Market System are valued each business
day at the last reported sale price on the exchange on which the security is
primarily traded. If there are no current day sales, the securities are valued
at their last quoted bid price.

Investments for which market quotations are readily available are valued at
market. All other securities and assets are valued at fair value following
procedures approved by the Trustees. The Portfolios may invest in securities
that are primarily listed on foreign exchanges that trade on weekends or other
days when the Portfolios do not price their shares. As a result, the value of
the Portfolios' shares may change on days when you will not be able to purchase
or redeem your shares.

Other securities traded over-the-counter and not part of the National
Market System are valued at the last quoted bid price. Debt securities (other
than certain short-term obligations) are valued each business day by an
independent pricing service approved by the Trustees. Short-term debt securities
having a remaining maturity of sixty days or less are valued at amortized cost,
which approximates market value. Any securities for which market quotations are
not readily available are valued at their fair value as determined in good faith
by the Trustees.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Portfolio will distribute substantially all of its net investment
income and realized net capital gains, if any.

Each Portfolio declares and pays distributions of capital gains, if any, at
least once per calendar year. Each Portfolio declares and pays dividends of
investment income according to the following schedule:

<TABLE>
<CAPTION>
DECLARED AND PAID AT LEAST ANNUALLY DECLARED DAILY AND PAID MONTHLY
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Portfolio High-Yield Bond Portfolio
Growth and Income Portfolio
Equity Portfolio
Equity Income Portfolio
Capital Appreciation Portfolio
Multi-Cap Growth Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
International Growth Portfolio
Global Financial Services Portfolio
Internet Portfolio
Balanced Portfolio
Managed Portfolio
</TABLE>

Your dividends and capital gains distributions, if any, will be
automatically reinvested in shares of the same Portfolio on which they were paid
at net asset value. Such reinvestments automatically occur on the payment date
of such dividends and capital gains distributions.

Each Portfolio intends to continue to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended. As long as each
Portfolio is qualified as a regulated investment company, it will not be subject
to federal income tax on the earnings that it distributes. For information
concerning the federal income tax consequences to holders of the Contracts, see
the accompanying Prospectus for the Contracts.

27
<PAGE> 31

PORTFOLIO MANAGEMENT

THE INVESTMENT ADVISOR

Enterprise Capital Management, Inc. serves as the investment advisor to
each of the Portfolios. The Advisor selects Portfolio Managers for the
Portfolios, subject to the approval of the Trustees of the Portfolios, and
reviews each Portfolio Manager's continued performance. Evaluation Associates,
Inc., which has had 26 years of experience in evaluating investment advisors for
individuals and institutional investors, assists the Advisor in selecting
Portfolio Managers. The Advisor also provides various administrative services.

The Securities and Exchange Commission has issued an exemptive order that
permits the Advisor to enter into or amend Agreements with Portfolio Managers
without obtaining shareholder approval each time. The exemptive order permits
the Advisor, with the Trustees' approval, to employ new Portfolio Managers for
the Portfolios, change the terms of the Agreements with Portfolio Managers or
enter into a new Agreement with a Portfolio Manager. Shareholders of a Portfolio
have the right to terminate an Agreement with a Portfolio Manager at any time by
a vote of the majority of the outstanding voting securities of such Portfolio.
The Portfolio will notify shareholders of any Portfolio Manager changes or other
material amendments to the Agreements with Portfolio Managers that occur under
these arrangements.

The Advisor, which was incorporated in 1986, also serves as investment
advisor to The Enterprise Group of Funds, Inc. which had assets of $3.34 billion
as of March 31, 1999. Performance of the funds of The Enterprise Group of Funds,
Inc. that are similar to the Portfolios may differ from those of the Portfolios
due to a number of factors including the size of such Portfolios, investment
cash flows and redemptions. The Advisor's address is Atlanta Financial Center,
3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.

The following table sets forth the fee paid to the Advisor for the fiscal
year ended December 31, 1998 by each Portfolio. The Advisor in turn compensated
each Portfolio Manager at no additional cost to the Portfolio. However, because
the Multi-Cap Growth, Internet and Balanced Portfolios are new and were not in
existence on December 31, 1998, the fees reflected in the table below reflect
the fees that will be paid to the Advisor for the fiscal year ending December
31, 1999.

<TABLE>
<CAPTION>
FEE (AS A PERCENTAGE OF
AVERAGE DAILY NET
NAME OF PORTFOLIO ASSETS)
- -------------------------------------------------------------------------------------
<S> <C>
Growth Portfolio............................................ 0.75%
Growth and Income Portfolio................................. 0.75%
Equity Portfolio............................................ 0.78%
Equity Income Portfolio..................................... 0.75%
Capital Appreciation Portfolio.............................. 0.75%
Multi-Cap Growth Portfolio.................................. 1.00%
Small Company Growth Portfolio.............................. 1.00%
Small Company Value Portfolio............................... 0.80%
International Growth Portfolio.............................. 0.85%
Global Financial Services Portfolio......................... 0.85%
Internet Portfolio.......................................... 1.00%
High-Yield Bond Portfolio................................... 0.60%
Balanced Portfolio.......................................... 0.75%
Managed Portfolio........................................... 0.72%
</TABLE>

28
<PAGE> 32

THE PORTFOLIO MANAGERS

The following chart sets forth certain information about each of the
Portfolio Managers. The Portfolio Managers are responsible for the day-to-day
management of the Portfolios. The Portfolio Managers typically manage assets for
institutional investors and high net worth individuals. Collectively, the
Portfolio Managers manage assets in excess of $250 billion for all clients,
including Enterprise Accumulation Trust.

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND NAME THE PORTFOLIO MANAGER'S
AND ADDRESS OF PORTFOLIO MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
Growth Portfolio Montag & Caldwell and its Ronald E. Canakaris, President
predecessors have been engaged and Chief Investment Officer of
Montag & Caldwell, Inc. in the business of providing Montag & Caldwell, is
("Montag & Caldwell") investment counseling to responsible for the day-to-day
3455 Peachtree Road, N.E. individuals and institutions investment management of the
Suite 1200 since 1945. Total assets under Growth Portfolio and has more
Atlanta, Georgia 30326-3248 management for all clients than 30 years' experience in
approximated $30.2 billion as the investment industry. He has
of March 31, 1999. Usual been President of Montag &
investment minimum is $40 Caldwell for more than 15
million. years.
Growth and Income Portfolio RSI has been providing James P. Coughlin, President
investment advisory services and Chief Investment Officer of
Retirement System Investors Inc. since 1989. Total assets under RSI, is responsible for the
("RSI") management for RSI were $648 day-to-day management of the
317 Madison Avenue million as of March 31, 1999. Portfolio and has more than 30
New York, New York 10017 years' experience in the
investment industry. He has
served as President and Chief
Investment Officer of RSI since
1989.
Equity Portfolio OpCap has provided investment Eileen Rominger, Managing
advisory services since 1984. Director of Oppenheimer
OpCap Advisors ("OpCap") OpCap had approximately $60 Capital, is responsible for the
One World Financial Center billion under management as of day-to-day management of the
New York, New York 10281 March 31, 1999. Usual Fund. Ms. Rominger has more
investment minimum is $20 than 20 years' experience in
million. the investment industry and has
been Managing Director of
Oppenheimer Capital since 1994.
She previously served as Senior
Vice President from 1986 to
1994.
Equity Income Portfolio 1740 Advisers has provided John V. Rock, President and
investment advisory services Director of 1740 Advisers, is
1740 Advisers, Inc. since 1971. 1740 Advisers is an responsible for the day-to-day
("1740 Advisers") affiliate of the Advisor. Total investment management of the
1740 Broadway assets under management for Portfolio and has more than 35
New York, New York 10019 1740 Advisers as of March 31, years' experience in the
1999, were approximately $1.9 investment industry. He has
billion. Usual investment served as President of 1740
minimum is $20 million. Advisers since 1974.
</TABLE>

29
<PAGE> 33

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND NAME THE PORTFOLIO MANAGER'S
AND ADDRESS OF PORTFOLIO MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
Capital Appreciation Portfolio PIC traces its origins to an Jeffrey J. Miller, Managing
investment partnership formed Director of PIC, and is
Provident Investment Counsel, in 1951. As of March 31, 1999, responsible for the day-to-day
Inc. ("PIC") total assets under management management of the Portfolio. He
300 North Lake Avenue for all clients were $17.6 has more than 25 years'
Pasadena, California 91101 billion. Usual investment experience in the investment
minimum is $5 million. industry. He has been Managing
Director of PIC since 1972.
Multi-Cap Growth Portfolio Alger has been an investment David Alger is the individual
adviser since 1964. As of March responsible for the day-to-day
Fred Alger Management, Inc. 31, 1999, total assets under management of the Portfolio.
("Alger") management for all clients were Mr. Alger has been employed by
1 World Trade Center approximately $11 billion. Alger as Executive Vice
Suite 9333 Usual investment minimum is $2 President and Director of
New York, NY 10048 million. Research since 1971 and as
President since 1995. He has
more than 30 years experience
in the investment industry.
Small Company Growth Portfolio Witter has provided investment William D. Witter, President of
advisory services since 1977. Witter, and Paul B. Phillips,
William D. Witter, Inc. As of March 31, 1999 total Managing Director of Witter,
("Witter") assets under management for all are responsible for the
One Citicorp Center clients were $975 million. day-to-day management of the
153 East 53rd Street Usual investment minimum is $1 Portfolio. They have more than
New York, New York 10022 million. 80 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 Company from 1986
to 1995.
Small Company Value Portfolio Gabelli's predecessor, Gabelli Mario J. Gabelli has served as
& Company, Inc., was founded in chief investment officer of
Gabelli Asset Management 1977. As of March 31, 1999 Gabelli since its inception in
Company total assets under management 1977 and is responsible for the
(GAMCO Investors, Inc.) for all clients were $7.57 day-to-day management of the
One Corporate Center billion. Usual investment Portfolio. He has more than 28
Rye, New York 10580 minimum is $500,000. years' experience in the
investment industry.
International Growth Portfolio Vontobel has provided Fabrizio Pierallini, Senior
investment counseling since Vice President and Managing
Vontobel USA Inc. ("Vontobel") 1984. Vontobel's assets under Director of Vontobel
450 Park Avenue management for all clients were International Investments is
New York, New York 10022 $1.86 billion as of March 31, responsible for the day-to-day
1999. Usual investment minimum management of the Portfolio.
is $10 million. Mr. Pierallini has been
employed by Vontobel since
1994. He previously served as
assistant director/portfolio
manager for the Swiss Bank and
has more than 18 years
experience in the investment
industry.
</TABLE>

30
<PAGE> 34

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND NAME THE PORTFOLIO MANAGER'S
AND ADDRESS OF PORTFOLIO MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
Global Financial Services Sanford Bernstein was The day-to-day management of
Portfolio established in 1967 and as of this Portfolio is performed by
March 31, 1999 had $77.1 Sanford Bernstein's
Sanford C. Bernstein & Co., Inc. billion in assets under International Policy Group,
("Sanford Bernstein") management. Usual investment which is chaired by Andrew S.
767 Fifth Avenue minimum is $5 million. Adelson, who has more than 20
New York, New York 10153-0185 years' experience in the
investment industry. He joined
Sanford Bernstein in 1980 and
has served as Chief Investment
Officer of International
Investment Services since 1990.
Internet Portfolio Alger has been an investment David Alger is responsible for
adviser since 1964, and managed the day-to-day management of
Alger investments of approximately the Portfolio. Mr. Alger has
1 World Trade Center $11 billion at March 31, 1999. been employed as Executive Vice
Suite 9333 Usual investment minimum is $2 President and Director of
New York, NY 10048 million. Research at Alger since 1971
and as President since 1995. He
has more than 30 years
experience in the investment
industry.
High-Yield Bond Portfolio Caywood-Scholl has provided James Caywood, Managing
investment advice with respect Director and Chief Investment
Caywood-Scholl Capital to high-yield, low grade fixed Officer of Caywood-Scholl, is
Management ("Caywood-Scholl") income instruments since 1986. responsible for the day-to-day
4350 Executive Drive, Suite 125 As of March 31, 1999 assets management of the Portfolio. He
San Diego, California 92121 under management for all has more than 30 years'
clients approximated $1.01 investment industry experience.
billion. Usual investment He joined Caywood-Scholl in
minimum is $1 million. 1986 as Managing Director and
Chief Investment Officer and
has held those positions since
1986.
Balanced Portfolio Montag & Caldwell and its Ronald E. Canakaris, President
predecessors have been engaged and Chief Investment Officer of
Montag & Caldwell in the business of providing Montag & Caldwell and Helen M.
3455 Peachtree Road, N.E. investment counseling to Donahue, Assistant Vice
Suite 1200 individuals and institutions President, are responsible for
Atlanta, Georgia 30326-3248 since 1945. Total assets under the day-to-day investment
management for all clients management of the Balanced
approximated $30.2 billion as Portfolio. They have more than
of March 31, 1999. Usual 36 years' combined experience
investment minimum is $40 in the investment industry. Mr.
million. Canakaris has been President of
Montag & Caldwell for more than
15 years. Ms. Donahue has
served as Assistant Vice
President since 1993.
Managed Portfolio OpCap Advisors has been Richard J. Glasebrook II,
providing investment advisory Managing Director of
OpCap Advisors services since 1987. As of Oppenheimer Capital is
One World Financial Center March 31, 1999, Oppenheimer responsible for the day-to-day
New York, New York 10281 Capital and its affiliates have management of the Portfolio. He
over $60 billion under has more than 25 years'
management. Its usual investment industry experience.
investment minimum is $20 Mr. Glasebrook has served as
million. Managing Director of
Oppenheimer Capital since 1994
and prior to that served as
Senior Vice President.
</TABLE>

31
<PAGE> 35

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED)

The following financial highlights have been audited by
PricewaterhouseCoopers LLP, independent auditors. The financial highlights are
derived from the Portfolio's financial statements. The Portfolio'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 calling the Portfolio at 800-368-3527.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE ACCUMULATION ---------------------------------------------------------
TRUST EQUITY PORTFOLIO 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period..... $ 35.09 $ 28.86 $ 23.35 $ 18.14 $ 17.95
---------------------------------------------------------
Net Investment Income (Loss)............. 0.46 0.30 0.37 0.33 0.28
Net Realized and Unrealized Gain (Loss)
on Investments.......................... 3.00 7.13 5.52 6.38 0.41
---------------------------------------------------------
Total from Investment Operations......... 3.46 7.43 5.89 6.71 0.69
---------------------------------------------------------
Dividends from Net Investment Income..... (0.37) (0.32) (0.09) (0.49) (0.18)
Distributions from Net Capital Gains..... (1.36) (0.88) (0.29) (1.01) (0.32)
---------------------------------------------------------
Total Distributions...................... (1.73) (1.20) (0.38) (1.50) (0.50)
---------------------------------------------------------
Net Asset Value, End of Period........... $ 36.82 $ 35.09 $ 28.86 $ 23.35 $ 18.14
---------------------------------------------------------
Total Return............................. 9.90% 25.76% 25.22% 38.44% 3.87%
Net Assets End of Period (In
Thousands).............................. $621,338 $517,803 $314,907 $167,963 $88,583
Ratio of Expenses to Average Net
Assets.................................. 0.83% 0.84% 0.81% 0.69% 0.67%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)..................... 0.83% 0.84% 0.81% 0.72% 0.69%
Ratio of Net Investment Income (Loss) to
Average Net Assets...................... 1.42% 1.42% 1.94% 1.94% 1.81%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Waivers)................................ 1.42% 1.42% 1.94% 1.91% 1.79%
Portfolio Turnover....................... 30% 17% 30% 29% 38%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE ACCUMULATION TRUST --------------------------------------------------------
SMALL COMPANY VALUE PORTFOLIO 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period... $ 26.70 $ 20.22 $ 18.48 $ 17.56 $ 18.62
--------------------------------------------------------
Net Investment Income (Loss)(C)........ 0.16 0.05 0.25 0.32 0.19
Net Realized and Unrealized Gain (Loss)
on Investments........................ 2.33 8.91 1.82 1.75 (0.16)
--------------------------------------------------------
Total from Investment Operations....... 2.49 8.96 2.07 2.07 0.03
--------------------------------------------------------
Dividends from Net Investment Income... (0.08) (0.15) (0.12) (0.40) (0.10)
Distributions from Net Capital Gains... (1.75) (2.33) (0.21) (0.75) (0.99)
--------------------------------------------------------
Total Distributions.................... (1.83) (2.48) (0.33) (1.15) (1.09)
--------------------------------------------------------
Net Asset Value, End of Period......... $ 27.36 $ 26.70 $ 20.22 $ 18.48 $ 17.56
--------------------------------------------------------
Total Return........................... 9.61% 44.32% 11.21% 12.28% 0.02%
Net Assets End of Period (in
Thousands)............................ $406,801 $365,266 $192,704 $166,061 $144,880
Ratio of Expenses to Average Net
Assets................................ 0.85% 0.86% 0.84% 0.69% 0.66%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)................... 0.85% 0.86% 0.84% 0.72% 0.67%
Ratio of Net Investment Income (Loss)
to Average Net Assets................. 0.56% 0.21% 1.35% 1.86% 1.30%
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers).............................. 0.56% 0.21% 1.35% 1.83% 1.29%
Portfolio Turnover..................... 37% 58% 137% 70% 58%
</TABLE>

A Annualized
B Not annualized
C For 1997, this calculation was based on average monthly shares outstanding.

32
<PAGE> 36

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE ACCUMULATION ----------------------------------------------------------------
TRUST MANAGED PORTFOLIO 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 40.78 $ 34.31 $ 28.06 $ 20.82 $ 21.35
----------------------------------------------------------------
Net Investment Income (Loss)................................ 0.71 0.35 0.59 0.40 0.40
Net Realized and Unrealized Gain (Loss) on Investments...... 2.53 8.06 5.99 8.97 0.15
----------------------------------------------------------------
Total from Investment Operations............................ 3.24 8.41 6.58 9.37 0.55
----------------------------------------------------------------
Dividends from Net Investment Income........................ (0.43) (0.55) (0.06) (0.75) (0.46)
Distributions from Net Capital Gain......................... (3.03) (1.39) (0.27) (1.38) (0.62)
----------------------------------------------------------------
Total Distributions......................................... (3.46) (1.94) (0.33) (2.13) (1.08)
----------------------------------------------------------------
Net Asset Value, End of Period.............................. $ 40.56 $ 40.78 $ 34.31 $ 28.06 $ 20.82
----------------------------------------------------------------
Total Return................................................ 7.95% 24.50% 23.47% 46.89% 2.57%
Net Assets End of Period (in Thousands)..................... $2,739,305 $2,672,932 $1,935,343 $1,264,718 $689,252
Ratio of Expenses to Average Net Assets..................... 0.76% 0.76% 0.74% 0.67% 0.64%
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 0.76% 0.76% 0.74% 0.67% 0.64%
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 1.66% 1.14% 2.16% 1.80% 2.23%
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 1.66% 1.14% 2.16% 1.80% 2.23%
Portfolio Turnover.......................................... 46% 32% 29% 31% 33%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, PERIOD OF
ENTERPRISE ACCUMULATION TRUST ------------------------------------- NOVEMBER 18, 1994 -
INTERNATIONAL GROWTH PORTFOLIO 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 --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.84 0.26 0.63 0.67 (0.04)
-----------------------------------------------------------
Total from Investment Operations............................ 0.90 0.32 0.68 0.71 (0.04)
-----------------------------------------------------------
Dividends from Net Investment Income........................ (0.07) (0.04) -- (0.04) --
Distributions from Net Capital Gains........................ (0.27) (0.15) (0.02) (0.24) --
-----------------------------------------------------------
Total Distributions......................................... (0.34) (0.19) (0.02) (0.28) --
-----------------------------------------------------------
Net Asset Value, End of Period.............................. $ 6.74 $ 6.18 $ 6.05 $ 5.39 $ 4.96
-----------------------------------------------------------
Total Return................................................ 14.83% 5.26% 12.65% 14.64% (0.80)%(B)
Net Assets End of Period (in Thousands)..................... $91,794 $78,148 $52,768 $18,598 $3,247
Ratio of Expenses to Average Net Assets..................... 1.22% 1.19% 1.38% 1.55% 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.22% 1.19% 1.38% 2.21% 8.85%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 1.04% 1.34% 1.32% 1.17% 0.80%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 1.04% 1.34% 1.32% 0.51% (6.34)%(A)
Portfolio Turnover.......................................... 55% 28% 21% 27% 0%
</TABLE>

A Annualized
B Not annualized

33
<PAGE> 37

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, PERIOD OF
ENTERPRISE ACCUMULATION TRUST HIGH-YIELD BOND -------------------------------------- NOVEMBER 18, 1994 -
PORTFOLIO 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)........................... 0.46 0.51 0.45 0.45 0.04
Net Realized and Unrealized Gain (Loss) on
Investments........................................... (0.26) 0.20 0.21 0.35 (0.01)
------------------------------------------------------------
Total from Investment Operations....................... 0.20 0.71 0.66 0.80 0.03
------------------------------------------------------------
Dividends from Net Investment Income................... (0.46) (0.51) (0.45) (0.45) (0.05)
Distributions from Net Capital Gains................... (0.08) -- (0.01) (0.02) --
------------------------------------------------------------
Total Distributions.................................... (0.54) (0.51) (0.46) (0.47) (0.05)
------------------------------------------------------------
Net Asset Value, End of Period......................... $ 5.37 $ 5.71 $ 5.51 $ 5.31 $ 4.98
------------------------------------------------------------
Total Return........................................... 3.60% 13.38% 12.93% 16.59% 0.50%(B)
Net Assets End of Period (In Thousands)................ $101,865 $68,364 $34,411 $15,223 $ 1,421
Ratio of Expenses to Average Net Assets................ 0.72% 0.77% 0.85% 0.85% 0.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers).............................................. 0.72% 0.77% 0.94% 1.59% 7.80%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ 8.19% 8.47% 8.57% 8.51% 7.84%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................ 8.19% 8.47% 8.48% 7.77% 0.80%(A)
Portfolio Turnover..................................... 109% 175% 175% 115% 0%
</TABLE>

<TABLE>
<CAPTION>
PERIOD OF
DECEMBER 1, 1998 -
ENTERPRISE ACCUMULATION TRUST GROWTH PORTFOLIO DECEMBER 31, 1998
- ---------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period........................ $ 5.00
Income from Investment Operations:
Net Investment Income (Loss)................................ --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.27
-------
Total from Investment Operations............................ 0.27
-------
Less Dividends and Distributions:
Dividends from Net Investment Income........................ --
Distributions to Shareholders from Net Capital Gains........ --
-------
Total Dividends and Distributions........................... --
-------
Net Asset Value, End of Period.............................. $ 5.27
-------
Total Return................................................ 5.40%(B)
Net Assets End of Period (In Thousands)..................... $ 1,943
Ratio of Net Operating Expenses to Average Net Assets....... 1.15%(A)
Ratio of Net Operating Expenses to Average Net Assets
(Excluding Waivers)........................................ 25.33%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.25)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (24.43)%(A)
Portfolio Turnover.......................................... 1%
</TABLE>

<TABLE>
<CAPTION>
PERIOD OF
DECEMBER 1, 1998 -
ENTERPRISE ACCUMULATION TRUST GROWTH AND INCOME PORTFOLIO DECEMBER 31, 1998
- ---------------------------------------------------------------------------------
<S> <C>

Net Asset Value, Beginning of Period........................ $ 5.00
Income from Investment Operations:
Net Investment Income (Loss)................................ --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.11
-------
Total from Investment Operations............................ 0.11
-------
Less Dividends and Distributions:
Dividends from Net Investment Income........................ --
Distributions to Shareholders from Net Capital Gains........ --
-------
Total Dividends and Distributions........................... --
-------
Net Asset Value, End of Period.............................. $ 5.11
-------
Total Return................................................ 2.20%(B)
Net Assets End of Period (In Thousands)..................... $ 537
Ratio of Net Operating Expenses to Average Net Assets....... 1.05%(A)
Ratio of Net Operating Expenses to Average Net Assets
(Excluding Waivers)........................................ 60.68%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.45)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (60.08)%(A)
Portfolio Turnover.......................................... 9%
</TABLE>

A Annualized
B Not annualized

34
<PAGE> 38

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
PERIOD OF
DECEMBER 1, 1998-
ENTERPRISE ACCUMULATION TRUST EQUITY INCOME PORTFOLIO DECEMBER 31, 1998
- ------------------------------------------------------- -----------------------
<S> <C>
Net Asset Value, Beginning of Period................... $ 5.00
Income from Investment Operations:
Net Investment Income (Loss)........................... --
Net Realized and Unrealized Gain (Loss) on
Investments........................................... 0.09
-------
Total From Investment Operations....................... 0.09
-------
Less Dividends and Distributions:
Dividends from Net Investment Income................... --
Distributions to Shareholders from Net Capital Gains... --
-------
Total Dividends and Distributions...................... --
-------
Net Asset Value, End of Period......................... $ 5.09
-------
Total Return........................................... 1.80%(B)
Net Assets End of Period (In Thousands)................ $ 465
Ratio of Net Operating Expenses to Average Net
Assets................................................ 1.05%(A)
Ratio of Net Operating Expenses to Average Net Assets
(Excluding Waivers)................................... 66.67%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ 0.54%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................ (65.07)%(A)
Portfolio Turnover..................................... 0%
</TABLE>

<TABLE>
<CAPTION>
PERIOD OF
ENTERPRISE ACCUMULATION TRUST CAPITAL APPRECIATION DECEMBER 1, 1998-
PORTFOLIO DECEMBER 31, 1998
- ------------------------------------------------------- -----------------------
<S> <C>
Net Asset Value, Beginning of Period................... $ 5.00
Income from Investment Operations:
Net Investment Income (Loss)........................... --
Net Realized and Unrealized Gain (Loss) on
Investments........................................... 0.57
-------
Total from Investment Operations....................... 0.57
-------
Less Dividends and Distributions:
Dividends from Net Investment Income................... --
Distributions to Shareholders from Net Capital Gains... --
-------
Total Dividends and Distributions...................... --
-------
Net Asset Value, End of Period......................... $ 5.57
-------
Total Return........................................... 11.40%(B)
Net Assets End of Period (In Thousands)................ $ 511
Ratio of Net Operating Expenses to Average Net
Assets................................................ 1.30%(A)
Ratio of Net Operating Expenses to Average Net Assets
(Excluding Waivers)................................... 63.71%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ (0.95)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................ (63.36)%(A)
Portfolio Turnover..................................... 1%
</TABLE>

<TABLE>
<CAPTION>
PERIOD OF
ENTERPRISE ACCUMULATION TRUST SMALL COMPANY GROWTH DECEMBER 1, 1998-
PORTFOLIO DECEMBER 31, 1998
- ------------------------------------------------------- -----------------------
<S> <C>
Net Asset Value, Beginning of Period................... $ 5.00
Income from Investment Operations:
Net Investment Income (Loss)........................... --
Net Realized and Unrealized Gain (Loss) on
Investments........................................... 0.46
-------
Total from Investment Operations....................... 0.46
-------
Less Dividends and Distributions:
Dividends from Net Investment Income................... --
Distributions to Shareholders From Net Capital Gains... --
-------
Total Dividends and Distributions...................... --
-------
Net Asset Value, End of Period......................... $ 5.46
-------
Total Return........................................... 9.20%(B)
Net Assets End of Period (In Thousands)................ $ 469
Ratio of Net Operating Expenses to Average Net
Assets................................................ 1.40%(A)
Ratio of Net Operating Expenses to Average Net Assets
(Excluding Waivers)................................... 60.67%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ (1.26)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................ (60.54)%(A)
Portfolio Turnover..................................... 4%
</TABLE>

A Annualized
B Not annualized

35
<PAGE> 39

FOR MORE INFORMATION

The following documents contain more information about the Portfolios and
are available free of charge upon request:

Annual/Semi-annual Reports. Contain financial statements, performance
data and information on portfolio holdings. The annual report also contains
a written analysis of market conditions and investment strategies that
significantly affected a Portfolio's performance during the last fiscal
year.

Statement of Additional Information (SAI). Contains additional
information about the Portfolios' policies, investment restrictions and
business structure. This prospectus incorporates the SAI by reference.

You may obtain copies of these documents or ask questions about the
Portfolios by contacting:

MONY Life Insurance Company of New York
Mail Drop 9-34
1740 Broadway
New York, New York 10019
1-800-487-6669

Inquiries concerning management and investment policies of the Portfolios
should be directed to:

Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, Suite 450
Atlanta, GA 30326
1-800-432-4320

Information about the Portfolios (including the SAI) can be reviewed and
copied at the Public Reference Room of the Securities and Exchange Commission,
Washington, D.C. Call (800) SEC-0330 for information on the operation of the
Public Reference Room. Information about the Portfolios is also available on the
Securities and Exchange Commission's web-site at http://www.sec.gov and copies
may be obtained upon payment of a duplicating fee by writing the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549-6009.

You should rely only on the information contained in this prospectus. No
one is authorized to provide you with any different information.

INVESTMENT COMPANY ACT
File No. 811-05543

36
<PAGE> 40
ENTERPRISE ACCUMULATION TRUST

Atlanta Financial Center
3343 Peachtree Road, Suite 450
Atlanta, Georgia 30326-1022
1-800-432-4320

STATEMENT OF ADDITIONAL INFORMATION

EQUITY PORTFOLIOS:

SECTOR PORTFOLIOS:

Global Financial Services Portfolio
Internet Portfolio

INCOME PORTFOLIO:

High-Yield Bond Portfolio

DOMESTIC HYBRID PORTFOLIOS:

Balanced Portfolio
Managed Portfolio

This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Prospectus of Enterprise Accumulation Trust (the
"Trust") dated July 15, 1999, which has been filed with the Securities and
Exchange Commission. The Trust sells shares to variable accounts and MONY Life
Insurance Company of America ("MONY America") ("Variable Accounts") that were
established to fund certain Flexible Payment Variable Annuity and Life Insurance
contracts (the "Contracts). Holders of the Contracts ("Contractholders") can
obtain copies of the Trust's Prospectus by writing to MONY, Mail Drop 9-34, 1740
Broadway, New York, NY 10019 or by calling MONY at 1-800-487-6669.

The Prospectus is incorporated by reference into this Statement of
Additional Information, and this Statement of Additional Information is
incorporated by reference into the Prospectus.

The date of this Statement of Additional Information is July 15, 1999.

<PAGE> 41

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
General Information and History................................................................1

Investment Objectives and Policies.............................................................1
Equity Portfolios.....................................................................1
Sector Portfolios.....................................................................
Income Portfolio......................................................................7
Domestic Hybrid Portfolios............................................................8

Certain Investment Securities, Techniques and Associated Risks.................................8
Short Term Investments................................................................9
Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities.....9
Information on Time Deposits and Variable Rate Notes..................................9
Insured Bank Obligations.............................................................10
High-Yield Securities................................................................10
REITs ............................................................................12
Hedging Transactions.................................................................12
Certain Securities...................................................................12
Foreign Currency Values and Transactions.............................................15
Certain Other Securities.............................................................16
Forward Commitments..................................................................18
Temporary Defensive Tactics..........................................................18

Investment Restrictions.......................................................................18

Portfolio Turnover............................................................................21

Management of the Trust.......................................................................21

Investment Advisory and Other Services........................................................25
Investment Advisory Agreement........................................................25
Fund Manager Arrangements............................................................27

Purchase, Redemption and Pricing of Securities Being Offered..................................30
Purchase of Shares...................................................................30
Redemption of Shares.................................................................30
Determination of Net Asset Value.....................................................32

Portfolio Transactions and Brokerage..........................................................32

Performance Comparisons.......................................................................35

Dividends, Distributions and Taxes............................................................38
</TABLE>

<PAGE> 42

<TABLE>
<S> <C>
Additional Information........................................................................39

Custodian, Transfer and Dividend Disbursing Agent.............................................41

Independent Accountants.......................................................................41

Financial Statements..........................................................................41

Appendix A....................................................................................42

Appendix B....................................................................................44
</TABLE>

<PAGE> 43

GENERAL INFORMATION AND HISTORY

The Trust was organized as a Massachusetts business trust under the
name Quest for Value Accumulation Trust on March 2, 1988, and is registered with
the Securities and Exchange Commission (the "SEC") as an open-end diversified
management investment company. On September 16, 1994, it changed its name to
Enterprise Accumulation Trust. The Trust's common stock is divided into fourteen
classes, each of which representing shares of a separate portfolio (each a
"Portfolio," and collectively, the Portfolios).

INVESTMENT OBJECTIVES AND POLICIES

The following information is provided for those investors wishing to
have more comprehensive information than that contained in the Prospectus. The
investment objectives of each Portfolio are fundamental and may not be changed
without the approval of a majority of the outstanding voting securities of that
Portfolio. The investment policies of the Trust are not fundamental and may be
changed without contractholder approval.

Equity and Sector Portfolios

Under normal market conditions, at least 65% of the total assets of the
nine Equity Portfolios and two Sector Portfolios will be invested in common
equity securities. The remainder of the Equity Portfolios' and Sector
Portfolios' assets may be invested in repurchase agreements, bankers
acceptances, bank certificates of deposit, commercial paper and similar money
market instruments, convertible bonds, convertible preferred stock, preferred
stock, corporate bonds, U.S. Treasury, notes and bonds, American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs"), rights and warrants.

The Growth, Growth and Income, Equity, Equity Income, Capital
Appreciation, Multi-Cap Growth, Global Financial Services, Small Company Growth,
Small Company Value and Internet Portfolios invest in securities that are traded
on national securities exchanges and in the over-the-counter market. Each of
these Portfolios, except the Global Financial Services Portfolio, may invest up
to 20% of its total assets in foreign securities provided they are listed on a
domestic or foreign securities exchange or are represented by ADRs or EDRs. The
Global Financial Services Portfolio may invest over 50% of its total assets in
foreign securities. No Portfolio may invest more than 10% of its total assets in
illiquid, including restricted, securities. As noted below, the International
Growth Portfolio invests principally in the securities of foreign issuers listed
on recognized foreign exchanges, but may also invest in securities traded on the
over-the-counter market.

Growth Portfolio. The objective of the Growth Portfolio is appreciation
of capital primarily through investments 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.

<PAGE> 44

Growth and Income Portfolio. The objective of the Growth and Income
Portfolio is total return 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. The securities held in the Growth and Income Portfolio will generally
reflect the price volatility of the broad equity market (i.e., the S&P 500
Composite Stock Price 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 total assets will be invested in
equity securities. The Portfolio will invest primarily in stocks listed on the
New York Stock Exchange ("NYSE"). 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 by ADRs or EDRs listed
on a domestic securities exchange or traded in the United States
over-the-counter market.

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 income producing equity securities.

The Portfolio's principal criterion in stock selection is above-average
yield, and it uses this criterion 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.

<PAGE> 45

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.

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 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.

Multi-Cap Growth Portfolio. The Multi-Cap Growth Portfolio invests
primarily in growth stocks. The Portfolio Manager believes that these companies
tend to fall into one of two categories: High Unit Volume Growth and Positive
Life Cycle Change. High Unit Volume Growth companies are those vital, creative
companies that offer goods or services to a rapidly expanding marketplace. They
include both established and emerging firms, offering new or improved products,
or firms simply fulfilling an increased demand for an existing line. Positive
Life Cycle Change companies are those companies experiencing a major change
that is expected to produce advantageous results. These changes may be as
varied as new management; products or technologies; restructuring or
reorganization; or merger and acquisition. The Portfolio can leverage, that is,
borrow money, to buy additional securities for its portfolio. By borrowing
money, the Portfolio has the potential to increase its returns if the increase
in the value of the securities purchased exceeds the cost of borrowing,
including the interest paid on the money borrowed.

Small Company Growth Portfolio. The Small Company Growth Portfolio
seeks to achieve its objective of 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 total 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 the 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 maximum capital appreciation, primarily through
investment of at least 65% of its total assets in common equity securities of
companies (based on the total outstanding common shares at the time of
investment) which have market capitalizations of up to $1 billion.

<PAGE> 46

The Portfolio intends to invest the remaining 35% of its total assets
in the same manner but reserves the right to use some or all of the 35% to
invest in equity securities of companies (based on the total outstanding common
shares at the time of investment) which have a market capitalization of more
than $1 billion.

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 the 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 has surfaced. The Portfolio Manager uses a
number of proprietary research techniques in various sectors to seek out
companies in the public market that are selling at a discount to what the
Portfolio Manager terms the private market value (PMV) of the companies. The
Portfolio Manager then determines whether there is an emerging catalyst that
will focus investor attention on the underlying assets of the company. Smaller
companies may be subject to a valuation catalyst such as increased investor
attention, takeover efforts or a change in management.

International Growth Portfolio. The objective of the International
Growth portfolio is capital appreciation, primarily through a diversified
portfolio of non-U.S. equity securities.

It is an operating policy of the Portfolio that it will invest at
least 80% 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 International Growth Portfolio will invest primarily in equity
securities, which may achieve capital appreciation by selecting companies with
superior potential based on a series of macro and micro analyses. The
International Growth Portfolio may select its investments from companies which
are listed on a securities exchange or from companies whose securities have an
established over-the-counter market, and may make limited investments in "thinly
traded" securities.

The International Growth Portfolio will normally have at least 65% of
its total assets invested in European and Pacific Basin equity securities. The
International Growth Portfolio intends to broadly diversify investments among
countries and normally to have represented in the portfolio business activities
of not less than three different countries. The selection of the securities in
which the International Growth Portfolio will invest not be limited to companies
of any particular size.

Using a bottom-up investment approach, Vontobel USA invests in
large- and medium-capitalization companies that have a long record of successful
operations in their core business. Typically such companies occupy a leading
position in their industry, have consistently generated free cash flow, and have
achieved earnings growth through increasing market share and unit sales volumes.
Vonotobel USA's goal is to construct a portfolio of the best companies in the
developed markets of Europe and the Pacific Basin without making any country
bets. With approximately 80-100 stocks, the International Growth Fund also seeks
to be well diversified in terms of industry exposure. Vontobel USA analyzes
approximately 35 international equity markets, including those comprised in
Morgan Stanley Capital International's EAFE (Europe, Australia and Far East).
The Adviser also gives consideration to such factors as market liquidity,
accessibility to foreign investors, regulatory protection of shareholders,
accounting and disclosure standards, transferability of funds and foreign
exchange controls, if any.

<PAGE> 47

Global Financial Services Portfolio. The investment objective of the
Global Financial Services Portfolio is capital appreciation by investing
primarily in common stocks of domestic and foreign financial services companies.
The Portfolio will concentrate (invest 25% or more of its total assets) its
investments in the financial services industry. The Portfolio seeks to achieve
its objective through investment in the common stocks of domestic and foreign
financial services

<PAGE> 48

companies. Under normal circumstances, at least 65% of the Portfolio's total
assets will be invested in financial services companies that are domiciled in at
least four countries, including the U.S.

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 Manager systematically applies a combination 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 Global Financial Services Portfolio employs a research-driven,
value-based investment philosophy that the Portfolio Manager has utilized for
more than two decades. The Portfolio Manager's approach rests on the premise
that the capital markets all have some degree of inefficiency; value distortions
are common in all markets, with their dimensions ranging from minor to extreme.

In addition to targeting high return potential, process is also geared
to control volatility. To evaluate the potential risk/reward tradeoff, the
Portfolio Manager incorporates the use of a number of proprietary models
including an optimization model, a multi-factor risk model, a country valuation
model, a currency valuation model, an earnings revision model, and a relative
return trends model. The actual construction of the portfolio considers not
only this fundamental risk/reward profile of stocks, but also the appropriate
timing for the transactions.

The Global Financial Services Portfolio invests almost exclusively in
financial services stocks with average holdings of between 55 and 75 stocks. At
least 65% of total assets of the Fund will be invested in financial services
stocks. In addition, the Portfolio primarily invests in U.S. financial services
companies. Other countries eligible for inclusion into this service will be
limited to the developed market as represented by the MSCI EAFE Index with
Canada. The Portfolio Manager will not make investments in emerging markets. The
Portfolio is broadly diversified geographically, typically with holdings in ten
or more foreign countries. The vast majority of the investments are made in
common and preferred stocks with a fully invested posture being the norm.
Individual security positions are controlled so that no single holding will
dominate the Portfolio.

<PAGE> 49

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
Group's decisions, deviating only to conform to Portfolio objectives.

The Portfolio Manager 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, the Portfolio Manager's analysts are
centrally located so that the senior professionals can control the quality of
their findings.

Internet Portfolio. Under normal conditions, the Internet Portfolio
will invest at least 65% of its assets in equity securities. In choosing which
companies' stock the Portfolio should purchase, the Portfolio Manager invests
in those companies listed on a U.S. securities exchange or NASDAQ which are
engaged in the research, design, development or manufacturing, or engaged to a
significant extent in the business of distributing products, processes or
services for use with Internet or Intranet related businesses. The Portfolio
may also invest in other "high tech" companies. The Internet is a world-wide
network of computers designed to permit users to share information and transfer
data quickly and easily. The World Wide Web ("WWW"), which is a means of
graphically interfacing with the Internet, is a hyper-text based publishing
medium containing text, graphics, interactive feedback mechanisms and links
within WWW documents and to other WWW documents. An Intranet is the application
of WWW tools and concepts to a company's internal documents and databases. Other
"high tech" companies may include firms in the computer, communication, video,
electronic, office and factory automation and robotics sectors.

Income Portfolio

Investors should refer to Appendix A to this Statement of Additional
Information for a description of the Moody's Investors Service, Inc. (Moody's)
and Standard & Poor's (S&P) ratings mentioned below.

High-Yield Bond Portfolio. The 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 net assets (at
least 65% of total assets) in high-yielding, income-producing corporate bonds
that are rated below investment grade and rated B3 or better by Moody's or B-
or better by S&P. 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, commonly referred to as "junk bonds," may
involve greater volatility of price than higher-rated bonds. For a discussion
of high-yield securities and related risks, see "Certain Investment Techniques
and Associated Risks" in this Statement of Additional Information.

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.

<PAGE> 50

Subject to the restrictions described above, under normal
circumstances, up to 20% of the Portfolio's total 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 of put, calls, and futures and their related risks, see "Certain
Investment Techniques and Associated Risks."

Domestic Hybrid Portfolios

The Balanced Portfolio. Generally between 55% and 75% of the Balanced
Portfolio's total assets will be invested in equity securities. The asset
allocation will vary based upon the Portfolio Manager's assessment of the
return potential of each asset class. For equity investments, the Portfolio
Manager uses a bottom-up approach to stock selection, focusing on high quality,
well-established companies that have a strong history of earnings growth;
attractive prices relative to the company's potential for above average;
long-term earnings and revenue growth; strong balance sheets; a sustainable
competitive advantage; the potential to become (or currently are) industry
leaders; and the potential to outperform the market during downturns. When
selecting fixed income securities, the Portfolio Manager will seek to maintain
the Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index. Emphasis is also placed on diversification
and credit analysis. The Portfolio will only invest in fixed income securities
with an "A" or better rating. Fixed income investments will include: U.S.
Government securities; corporate bonds; mortgage/asset-backed securities; and
money market securities and repurchase agreements.

Managed Portfolio. The objective of the Managed Portfolio is 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 will be the same as those
in which the Equity Portfolios invest. Debt securities are expected to be
predominantly investment grade intermediate to long-term U.S. Government and
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
invest up to 20% of its total assets in foreign securities provided that they
are listed on a domestic or foreign securities exchange or are represented by
ADRs or EDRs 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. However, it is a policy of the Portfolio that it
will not invest more than 5% of the value of its total assets in high-yield
securities.

CERTAIN INVESTMENT SECURITIES, TECHNIQUES
AND ASSOCIATED RISKS

Following is a description of certain investment techniques employed by
the Portfolios, and certain types of securities invested in by the Portfolios
and associated risks. Unless otherwise indicated, all of the Portfolios may use
the indicated techniques and invest in the indicated securities.

<PAGE> 51
Mortgage-Related Securities and Asset-Backed Securities

The Balanced Portfolio may invest in assets other than U.S. Government
Securities, including collateralized mortgage-related securities ("CMOs") and
asset-backed securities, as well as Real Estate Mortgage Investment Conduits
("REMICs") and Multi-Pass-Throughs. These securities are considered to be
volatile and may be thinly traded. CMOs are obligations fully collateralized by
a portfolio of mortgages or mortgage-related securities. Payments of principal
and interest on the mortgages are passed through to the holders of the CMOs on
the same schedule as they are received, although certain classes of CMOs have
priority over others with respect to the receipt of prepayments on the
mortgages. Therefore, depending on the type of CMOs in which the Balanced
Portfolio invests, the investment may be subject to a greater or lesser risk
of prepayment than other types of mortgage-related securities. REMIC's are
private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that
they issue multiple classes of securities. As with CMOs, the mortgages which
collateralize the REMICs in which the Balanced Portfolio may invest include
mortgages backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by the U.S. Government, its agencies or instrumentalities or issued
by private entities, which are not guaranteed by any government agency.

While there are many versions of CMOs and asset-backed securities, some
include "Interest Only" or "IO" -- where all interest payments go to one class
of holders, "Principal Only" or "PO" -- where all of the principal goes to a
second class of holders, "Floaters" -- where the coupon rate floats in the same
direction as interest rates and "Inverse Floaters" -- where the coupon rate
floats in the opposite direction as interest rates. All of these securities are
volatile; they also have particular risks in differing interest rate
environments as described below.

The yield to maturity on an IO class is extremely sensitive to the rate of
principal payments (including prepayments) on the related underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse
effect on yield to maturity and, therefore, the market value of the IO. As
interest rates rise and fall, the value of IOs tends to move in the same
direction as interest rates. Accordingly, investment in IOs can theoretically
be expected to contribute to stabilizing the Portfolio's net asset value.
However, if the underlying mortgage assets experience greater than anticipated
prepayments of principal, the Portfolio may fail to fully recoup its initial
investment in these securities even if the securities are rated AAA or the
equivalent. Conversely, while the yield to maturity on a PO class is also
extremely sensitive to rate of principal payments (including prepayments) on
the related underlying mortgage assets, a slow rate of principal payments may
have a material adverse effect on yield to maturity and therefore the market
value of the PO. As interest rates rise and fall, the value of POs tends to
move in the opposite direction from interest rates. This is typical of most
debt instruments.

Floaters and Inverse Floaters ("Floaters") are extremely sensitive to the
rise and fall in interest rates. The coupon rate on these securities is based
on various benchmarks, such as LIBOR ("London Inter-Bank Offered Rate") and the
11th District cost of funds (the base rate). The coupon rate on Floaters can be
affected by a variety of terms. Floaters an be reset at fixed intervals over
the life of the Floater, float with a spread to the base rate or be a certain
percentage rate minus a certain base rate. Some Floaters have floors below which
the interest rate cannot be reset and/or ceilings above which the interest rate
cannot be reset. The coupon rate and/or market value of Floaters tend to move
in the same direction as the base rate while the coupon rate and/or market
value of Inverse Floaters tend to move in the opposite direction from the base
rate.

The market value of all CMOs and other asset-backed securities are
determined by supply and demand in the bid/ask market, interest rate movements,
the yield curve, forward rates, prepayment assumptions and credit of the
underlying issuer. Further, the price actually received on a sale may be
different from bids when the security is being priced. CMOs and asset-backed
securities trade over a bid and ask market through several large market makers.
Due to the complexity and concentration of derivative securities, the liquidity
and, consequently, the volatility of these securities can be sharply influenced
by market demand.

Asset-backed and mortgage-related securities may not be readily marketable.
To the extent any of these securities are not readily marketable in the judgment
of the Portfolio Managers (subject to the oversight of the Trustees, the
investment restriction limiting the Portfolio's investment in illiquid
instruments will apply. However, IOs and POs issued by the U.S. Government, its
agencies and instrumentalities, and backed by fixed-rate mortgages may be
excluded from this limit, if, in the judgment of the respective Portfolio
Managers (subject to the oversight of the Board of Directors) such IOs and POs
are readily marketable. The Government Securities Portfolio does not intend to
invest in residual interest, privately issued securities or subordinated classes
of underlying mortgages.

Other Mortgage-Backed Securities. The Balanced Portfolio may invest in
other mortgage-backed securities. The Portfolio Manager expects that
governmental, government-related or private entities may create mortgage loan
pools and other mortgage-related securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. The
mortgages underlying these securities may include alternative mortgage
instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from customary long-term
fixed-rate mortgages. As new types of mortgage-related securities are developed
and offered to investors, the Portfolio Manager will, consistent with the
Portfolio's investment objective, policies and quality standards, consider
making investments in such new types of mortgage-related securities.
<PAGE> 52

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 investments"). 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.

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.

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
10% limit on illiquid investments set forth below in the Certain Other
Securities section hereafter.

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., the "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

<PAGE> 53

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.

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 this Statement of Additional Information, 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 determined that a readily
available market exists for such obligations, a Portfolio will treat such
obligations as subject to the 10% limit for illiquid investments for each
Portfolio unless such obligations are payable at principal amount plus accrued
interest on demand or within seven days after demand.

High-Yield Securities

Notwithstanding the investment policies and restrictions applicable to
the Portfolios (other than the Balanced Portfolio, which may not invest in
high-yield securities) which were 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 affected by various
factors, as discussed below:

High-Yield Bond Market. The high-yield bond market is relatively new
and 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

<PAGE> 54

rates, negatively affecting 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 impair 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 affect
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 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 a 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. Because
such income is not represented by cash, the Portfolio may be required to sell
other securities in order to satisfy the distribution requirements applicable to
regulated investment companies under the Internal Revenue Code of 1986, as
amended ("IRC").

Portfolio Composition. As of March 31, 1999, the High-Yield Bond
Portfolio consisted of securities classified as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL
RATINGS INVESTMENTS
------- -------------
<S> <C>
AAA......................................................... 3%
BBB......................................................... 4%
BB.......................................................... 31%
B........................................................... 59%
CCC......................................................... 1%
</TABLE>

<PAGE> 55

<TABLE>
<S> <C>
Non-rated*.................................................. 2%
</TABLE>

- ----------------
* Equivalent ratings for these securities would have been B.

REITS

Each Portfolio may invest up to 10% of its total assets in the
securities of real estate investment trusts ("REITs"). (The Multi-Cap Growth,
the Internet and the Balanced Portfolios are not subject to this restriction).
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 invest in
derivatives, which are discussed in detail below, 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. 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.

The Portfolios will not engage in derivative transactions except as a
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, other than the Multi-Cap Growth Portfolio, will not
enter into a hedging transaction (except for closing transactions) if,
immediately thereafter, the sum of the value of securities underlying open
contracts and options would exceed 5% of the Portfolio's total assets taken at
the time of investing.

CERTAIN SECURITIES

The Portfolios may invest in the following described securities,
except as otherwise indicated. These securities are commonly referred to as
derivatives. The value of the securities underlying such derivative securities,
if executed, in the aggregate, may not exceed 5% of total assets at the time
the Portfolio entered into the derivative agreement; provided, however, that
the International Growth Portfolio and the High-Yield Bond Portfolio are
subject to a 20% limitation.

CALL OPTIONS. The Portfolios may purchase call options. The Portfolios
may write (sell) call options ("calls") that are listed on national securities
exchanges or are available in the over-the-counter market through primary
broker-dealers. The Portfolios may purchase or write options that may or may
not be listed on a national securities exchange and issued by the Options
Clearing Corporation. Call options are short-term contracts with a duration of
nine months or less. The Portfolios 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 amount paid to the Portfolio by the
purchaser of the option is the "premium." 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

<PAGE> 56

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 and Global Financial Services
Portfolio may purchase and write covered call options on foreign and U.S.
securities and indices and enter into related closing transactions.

A Portfolio may write options in connection with buy-and-write
transactions; that is, a Portfolio may purchase a security and then write a call
option against that security. The exercise price of the call the Portfolio
determines to write will depend upon the expected price movement of the
underlying security. The exercise price of a call option may be below
("in-the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when it
is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions using
out-of-the-money call options may be used when it is expected that the premiums
received from writing the call option plus the appreciation in the market price
of the underlying security up to the exercise price will be greater than the
appreciation in the price of the underlying security alone. If the call options
are exercised in such transactions, the maximum gain to the Portfolio will be
the premium received by it for writing the option, adjusted upwards or
downwards by the difference between the Portfolio's purchase price of the
security and the exercise price. If the options are not exercised and the price
of the underlying security declines, the amount of such decline will be offset
in part, or entirely, by the premium received.

Generally, a Portfolio intends to write listed covered calls when it
anticipates that the rate of return from so doing 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, 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 up 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. A principal
risk arises because exchange and over-the-counter markets for options may be
limited; 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 the Portfolio to sell the underlying security before that
time.

<PAGE> 57

The Portfolios may use options traded on U.S. exchanges, and to the
extent permitted by law, options traded over-the-counter. It is the position of
the SEC that over-the-counter options are illiquid. Accordingly, the Portfolios
will invest in such options only to the extent consistent with their limit on
investments in illiquid securities.

Puts. The Portfolios may purchase put options ("Puts") which relate to
(i) securities (whether or not they hold such securities); (ii) Index Options
(described below whether or not they hold such Options); or (iii) broadly-based
stock indices. The Portfolios may write covered Puts. The Portfolios 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.

Futures Contracts. To the extent permitted by Arizona and New York law,
all Portfolios may enter into contracts for the future acquisition or delivery
of securities ("Futures Contracts") including index contracts and foreign
currencies, and may also purchase and sell call options on Futures Contracts.
These Portfolios may use this investment technique to hedge against anticipated
future adverse price changes which otherwise might either adversely affect the
value of the securities or currencies held in the Portfolio, or to
hedge anticipated future price changes which adversely affect the prices of
stocks, long-term bonds or currencies which the Portfolio intends to purchase at
a later date. Alternatively, the Portfolios may enter into Futures Contracts in
order to hedge against a change in interest rates which will result in the
premature call at par value of certain securities which the Portfolio has
purchased at a premium.

The Portfolios may use this investment technique to hedge against
anticipated future adverse price changes which otherwise might either adversely
affect the value of the securities or currencies held in a Portfolio, or to
hedge anticipated future price changes which adversely affect the prices of
stocks, long-term bonds or currencies which the Portfolio intends to purchase at
a later date. Alternatively, a Portfolio may enter into Futures Contracts in
order to hedge against a change in interest rates which will result in the
premature call at par value of certain securities which the Portfolio has
purchased at a premium. If stock, bond or currency prices or interest rates move
in an unexpected manner, the Portfolio would not achieve the anticipated
benefits of Futures Contracts.

In connection with transactions on options on stock index futures, the
Multi-Cap Growth Portfolio and the Internet Portfolio will be required to
deposit as "initial margin" an amount of cash or other specified assets equal
to, with respect to the Multi-Cap Growth Portfolio 1% to 10% of the face amount
of the contract, and between 5% to 8% of the contract amount with respect to the
Internet Portfolio. Thereafter, subsequent payments (referred to as "variation
margin") are made to and from the broker to reflect changes in the value of the
option or Futures Contract. The Multi-Cap Growth Portfolio and the Internet
Portfolio may not at any time commit to Futures Contracts, index options and
options on Futures Contracts that, if executed, would amount to more than 5% of
their total assets. However, with respect to the Multi-Cap Growth Portfolio,
in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5% limitation.

In an effort to compensate for the imperfect correlation of movements
in the price of the securities being hedged and movements in the price of the
stock index futures, the Multi-Cap Growth Portfolio may, if it uses a hedging
strategy, buy or sell stock index futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being hedged if the
historical volatility of the stock index futures has been less or greater than
that of the securities. Such "over hedging" or "under hedging" may adversely
affect the Portfolio's net investment results if market movements are not as
anticipated when the hedge is established.

<PAGE> 58

If stock, bond or currency prices or interest rates move in an unexpected
manner, the Portfolio would not achieve the anticipated benefits of Futures
Contracts.

The use of Futures Contracts involves special considerations or risks
not associated with the primary activities engaged in by any Portfolios. Risks
of entering into Futures Contracts include: (1) the risk that the price of the
Futures Contracts may not move in the same direction as the price of the
securities in the various markets; (2) the risk that there will be no liquid
secondary market if the Portfolio attempts to enter into a closing position; (3)
the risk that the Portfolio will lose an amount in excess of the initial margin
deposit; and (4) the risk that the Portfolio Manager may be incorrect in its
prediction of movements in stock, bond, currency prices and interest rates.

Index Options. All of the Equity, Sector and Hybrid Portfolios may
invest in options on stock indices. These options are based on indices 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 S&P 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.

For a call option on an index, the option is covered if a Portfolio
maintains with its sub-custodian cash or liquid securities equal to the
contract value. With respect to the Balanced Portfolio, the option is also
covered if the Portfolio maintains with its custodian a diversified stock
portfolio equal to the contract value.

The use of options on securities indexes entails the risk that trading
in the options may be interrupted if trading in certain securities included in
the index is interrupted.

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 Fund
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 a Portfolio's
investments from interest rate fluctuations, the Portfolio may engage in
interest rate swaps. Generally, the Portfolios use interest rate swaps as a
hedge and not as a speculative investment. Interest rate swaps involve the
exchange between a Portfolio and 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 reset once a year, it may swap 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 because of subsequent changes in interest
rates. This would protect the Portfolio from a decline in the value of the
underlying security due to rising rates, but would also limit its ability to
benefit from falling interest rates.

The Portfolio will enter into interest rate swaps only on a net basis
(i.e., the two payments 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

<PAGE> 59

over its entitlements with respect to each interest rate swap will be accrued on
a daily basis, and an amount of cash or liquid high grade 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 a 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.

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 Services 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 and the Global Financial Services Portfolio
may incur costs in connection with conversions between various currencies.

To manage exposure to currency fluctuations, a Portfolio may alter
equity or money market exposures (in its normal asset allocation mix as
previously identified, where applicable), 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
Portfolios 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.

<PAGE> 60

The Portfolios may conduct their 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 Portfolios will convert currency on a spot
basis from time to time and investors should be aware of the potential costs of
currency conversion.

When a 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 Portfolios 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 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 an amount equal to the amount the Portfolio
would be required to pay upon exercise of the put.

The Internet Portfolio may also engage in currency swaps, which are
agreements to exchange cash flows based on the difference among two or more
currencies.

Certain Other Securities

Except as otherwise indicated, the Portfolios may purchase the
following securities, the purchase of which involves certain risks described
below. Unless otherwise indicated, a Portfolio will not purchase a category of
such securities if the value of such category, taken at current value, would
exceed 5% of the Portfolio's total assets.
<PAGE> 61

Money Market Instruments. The Equity Portfolios, the Sector Portfolios
and the Domestic Hybrid Portfolios may invest from time to time in "money market
instruments," a term that includes, among other things, bank obligations,
commercial paper, time deposits, loan participations ("LPs"), and, except with
respect to the Multi-Cap Growth Portfolio, variable amount master demand notes.
The Multi-Cap Growth Portfolio may invest in corporate bonds with remaining
maturities of one year and the Internet Portfolio may invest in corporate bonds
with remaining maturities of 397 days or less. The Balanced Portfolio may also
invest in short-term corporate obligations, foreign commercial paper, and
variable and floating-rate instruments.

Bank obligations include bankers' acceptances, including Yankee
Bankers' Acceptances and foreign bankers' acceptances. Eurodollar Time Deposits
("ETDs") and Canadian Time Deposits ("CTDs"), and with respect to the Internet
Portfolio, Schedule B's. In addition, bank obligations include U.S.
dollar-denominated instruments issued or supported by the credit of U.S. or
foreign banks or savings institutions and U.S. dollar-denominated obligations of
foreign branches of U.S. banks or of U.S. branches of foreign banks, all of the
same type as domestic bank obligations. The Internet Portfolio will invest in
obligations of foreign banks or foreign branches of U.S. banks only where the
Portfolio Manager deems the instrument to present minimal credit risks. Such
investments may nevertheless entail risks that are different from those of
investments in domestic obligations of U.S. banks due to differences in
political, regulatory and economic systems and conditions. All investments in
bank obligations by the Internet Portfolio and the Balanced Portfolio are
limited to the obligations of financial institutions having more than $1 billion
in total assets at the time of purchase.

A Euro CD is a receipt from a bank for funds deposited at that bank for
a specific period of time at some specific rate of return and denominated in
U.S. dollars. It is the liability of a U.S. bank branch or foreign bank located
outside the U.S. Almost all Euro CDs are issued in London. Yankee CDs are
certificates of deposit that are issued domestically by foreign banks. It is a
means by which foreign banks may gain access to U.S. markets through their
branches which are located in the United States, typically in New York. These
CDs are treated as domestic securities. ETDs are U.S. dollar-denominated
deposits on a foreign branch of a U.S. bank or a foreign bank and CTDs are
essentially the same as ETDs except they are issued by Canadian offices of major
Canadian banks. Schedule Bs are obligations issued by Canadian branches of
foreign or domestic banks and Yankee BAs are U.S. dollar denominated bankers'
acceptances issued by a U.S. branch of a foreign bank and held in the
United States.

Domestic and foreign banks are subject to extensive but different
government regulations which may limit the amount and types of their loans and
the interest rates that may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and cost of funds to
finance lending operations and the quality of underlying bank assets.
Investments in obligations of foreign branches of U.S. banks and of U.S.
branches of foreign banks may subject a Fund to additional investment risks,
including future political and economic developments, the possible imposition of
withholding taxes on interest income, possible seizure

<PAGE> 62

or nationalization of foreign deposits, the possible establishment of exchange
controls, or the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on such
obligations. In addition, foreign branches of U.S. banks and U.S. branches of
foreign banks may be subject to less stringent reserve requirements and to
different accounting, auditing, reporting, and record keeping standards than
those applicable to domestic branches of U.S. banks.

Euro CDs, Yankee CDs and foreign bankers' acceptances involve risks
that are different from investments in securities of U.S. banks. The major risk,
which is sometimes referred to as "sovereign risk," pertains to possible
future unfavorable political and economic developments, possible withholding
taxes, seizures of foreign deposits, currency controls, interest limitations, or
other governmental restrictions which might affect payment of principal or
interest. Investment in foreign commercial paper also involves risks that are
different from investments in securities of commercial paper issued by U.S.
companies. Non-U.S. securities markets generally are not as developed or
efficient as those in the United States. Such securities may be less liquid and
more volatile than securities of comparable U.S. corporations. Non-U.S. issuers
are not generally subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
issuers. In addition, there may be less public information available about
foreign banks, their branches and other issuers.

Time deposits usually trade at a premium over Treasuries of the same
maturity. Investors regard such deposits as carrying some credit risk, which
Treasuries do not; also, investors regard time deposits as being sufficiently
less liquid than Treasuries; hence, investors demand some extra yield for buying
time deposits rather than Treasuries. The investor in a loan participation has a
dual credit risk to both the borrower and also the selling bank. The second risk
arises because it is the selling bank that collects interest and principal and
sends it to the investor.

Commercial paper may include variable and floating-rate instruments,
which are unsecured instruments that permit the interest on indebtedness
thereunder to vary. Variable-rate instruments provide for periodic adjustments
in the interest rate. Floating-rate instruments provide for automatic adjustment
of the interest rate whenever some other specified interest rate changes. Some
variable and floating-rate obligations are direct lending arrangements between
the purchaser and the issuer and there may be no active secondary market.
However, in the case of variable and floating-rate obligations with the demand
feature, a Portfolio may demand payment of principal and accrued interest at a
time specified in the instrument or may resell the instrument to a third party.
In the event an issuer of a variable or floating-rate obligation defaulted on
its payment obligation, a Portfolio might be unable to dispose of the note
because of the absence of a secondary market and could, for this or other
reasons, suffer a loss to the extent of the default. Substantial holdings of
variable and floating-rate instruments could reduce portfolio liquidity.

Variable- and Floating-Rate Instruments and Related Risks. The Balanced
Portfolio may acquire variable- and floating-rate instruments. The Portfolio
Manager will consider the earning power, cash flows and other liquidity ratios
of the issuers and guarantors of such instruments and, if the instruments are
subject to demand features, will monitor their financial status with respect to
the ability of the issuer to meet its obligation to make payment on demand.
Where

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necessary to ensure that a variable- or floating-rate instrument meets the
Portfolio's quality requirements, the issuer's obligation to pay the principal
of the instrument will be backed by an unconditional bank letter or line of
credit, guarantee, or commitment to lend.

Because variable and floating-rate instruments are direct lending
arrangements between the lender and the borrower, it is not contemplated that
such instruments will generally be traded, and there is generally no established
secondary market for these obligations, although they are redeemable at face
value. Accordingly, where these obligations are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand.

The same credit research must be done for master demand notes as in
accepted names for potential commercial paper issuers to reduce the chances of
a borrower getting into serious financial difficulties.

Loan Participations. The Balanced Portfolio may also engage in Loan
Participations ("LPs"). LPs are loans sold by the lending bank to an investor.
The loan participant borrower may be a company with highly-rated commercial
paper that finds it can obtain cheaper funding through an LP than with
commercial paper and can also increase the company's name recognition in the
capital markets. LPs often generate greater yield than commercial paper.

The borrower of the underlying loan will be deemed to be the issuer except
to the extent the Portfolio derives its rights from the intermediary bank which
sold the LPs. Because LPs are undivided interests in a loan made by the issuing
bank, the Portfolio may not have the right to proceed against the LP borrower
without the consent of other holders of the LPs. In addition, LPs will be rated
as illiquid if, in the judgment of the Portfolio Manager, they cannot be sold
within seven days.

Foreign Bankers' Acceptances. The Balanced Portfolio may purchase foreign
bankers' acceptances. Foreign bankers' acceptances are short-term (270 days or
less), non-interest-bearing notes sold at a discount and redeemed by the
accepting foreign bank at maturity for full face value and denominated in U.S.
dollars. Foreign bankers' acceptances are the obligations of the foreign bank
involved, to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity.

Foreign Commercial Paper. The Balanced Portfolio may purchase foreign
commercial paper. Foreign commercial paper consists of short-term unsecured
promissory notes denominated in U.S. dollars, either issued directly by a
foreign firm in the U.S., or issued by a "domestic shell" subsidiary of a
foreign firm established to raise dollars for the firm's operations abroad or
for its U.S. subsidiary. Like commercial paper issued by U.S. companies,
foreign commercial paper is rated by the rating agencies (Moody's, S&P) as to
the issuer's creditworthiness. Foreign commercial paper can potentially provide
the investor with a greater yield than domestic commercial paper.

Supranational Bank Obligations. The Internet Portfolio may invest in
supranational bank obligations. Supranational banks are international banking
institutions designed or supported by national governments to promote economic
reconstruction, development or trade between nations (e.g., The World Bank).
Obligations of supranational banks may be supported by appropriated but unpaid
commitments of their member countries and there is no assurance these
commitments will be undertaken or met in the future.

<PAGE> 64

Master Demand Notes. All Portfolios except the Multi-Cap Growth, may
purchase variable amount master demand notes. However, the Portfolios, except
the Multi-Cap Growth Portfolio, the Internet Portfolio and the Balanced
Portfolio, will not purchase such securities if the value of such securities,
taken at the current value, would exceed 5% of the Portfolio's total assets.
Variable amount master demand notes are demand obligations that permit the
investment of fluctuating amounts at varying market rates of interest pursuant
to arrangements between the issuer and a commercial bank acting as agent for the
payees of such notes whereby both parties have the right to vary the amount of
the outstanding indebtedness on the notes. Since there is no secondary market
for these notes, the appropriate Portfolio Managers, subject to the overall
review of the Portfolio's Trustees and the Advisor, monitor the financial
condition of the issuers to evaluate their ability to repay the notes.

U.S. Government Obligations. The Portfolios may purchase obligations
issued or guaranteed by the U.S. Government and U.S. Government agencies and
instrumentalities. Obligations of certain agencies and instrumentalities of the
U.S. Government, such as those of the Government National Mortgage Association
("GNMA"), are supported by the full faith and credit of the U.S. Treasury.
Others, such as those of the Export-Import Bank of the United States, are
supported by the right of the issuer to borrow from the U.S. Treasury; and still
others, such as those of the Student Loan Marketing Association, are supported
only by the credit of the agency or instrumentality issuing the obligation. No
assurance can be given that the U.S. Government would provide financial support
to U.S. government-sponsored instrumentalities if it is not obligated to do so
by law. Examples of the types of U.S. Government obligations that may be
acquired by the Portfolios include U.S. Treasury Bills, U.S. Treasury Notes and
U.S. Treasury Bonds and the obligations of Federal Home Loan Banks, Federal Farm
Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers
Home Administration, Export-Import Bank of the United States, Small Business
Administration, Federal National Mortgage Association ("FNMA"), GNMA, General
Services Administration, Student Loan Marketing Association, Central Bank for
Cooperatives, Federal Home Loan Mortgage Corporation ("FHLMC"), Federal
Intermediate Credit Banks Maritime Administration, some of which are discussed
below.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities guaranteed
by the GNMA include GNMA Mortgage Pass-Through Certificates (also known as
"Ginnie Maes") which are guaranteed as to the timely payment of principal and
interest by GNMA and such guarantee is backed by the full faith and credit of
the United States. GNMA is a wholly-owned U.S. Government corporation within the

<PAGE> 65

Department of Housing and Urban Development. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by the
FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of the FNMA and are not backed
by or entitled to the full faith and credit of the United States, but are
supported by the right of the issuer to borrow from the U.S. Treasury. FNMA is a
government-sponsored organization owned entirely by private stockholders. Fannie
Maes are guaranteed as to timely payment of the principal and interest by FNMA.
Mortgage-related securities issued by the FHLMC include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a
corporate instrumentality of the United States, created pursuant to an Act of
Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are
not guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of principal, FHLMC may remit the amount due
on account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable. Under normal market conditions, the Internet Portfolio will not
invest to a significant extent, or on a routine basis, in U.S. Government
securities.

The Balanced Portfolio may also invest in other mortgage-backed
securities. These are issued by private issuers, generally originators of and
investors in mortgage loans, including savings associations, mortgage bankers,
commercial banks, investment bankers, and special purpose entities. These
private mortgage-backed securities may be supported by U.S. Government
mortgage-backed securities or some form of non-government credit enhancement.
Mortgage-backed securities have either fixed or adjustable interest rates. The
rate of return on mortgage-backed securities may be affected by prepayments of
principal on the underlying loans, which generally increase as interest rates
decline; as a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. In addition, like other debt
securities, the values of mortgage-related securities, including government and
government-related mortgage pools, generally will fluctuate in response to
market interest rates.

Mortgage-backed securities have greater market volatility then other
types of securities. In addition, because prepayments often occur at times when
interest rates are low or are declining, the Portfolios may be unable to
reinvest such funds in securities which offer comparable yields. The yields
provided by these mortgage securities have historically exceeded the yields on
other types of U.S. Government securities with comparable maturities in large
measure due to the risks associated with prepayment features.

<PAGE> 66
The Balanced Portfolio may also invest in pass-through certificates issued
by non-governmental issuers. Pools of conventional residential mortgage loans
created by such issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payment. Timely payment of interest and principal of
these pools is, however, generally supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurance
and the mortgage poolers. Such insurance and guarantees and the creditworthiness
of the issuers thereof will be considered in determining whether a
mortgage-related security meets the Portfolio's quality standards. The Portfolio
may buy mortgage-related securities without insurance or guarantees if through
an examination of the loan experience and practices of the poolers, the
investment manager determines that the securities meet the Portfolio's quality
standards.

Repurchase Agreements. All Portfolios may enter into repurchase agreements
usually having maturities of one business day and not more than one week. The
Portfolios, except for the Multi-Cap Growth Portfolio, the Internet Portfolio,
and the Balanced Portfolio, will not purchase such securities if the value of
such securities, taken at current value, would exceed 5% of the Portfolio's
total assets. When a Portfolio acquires securities from a bank or broker-dealer,
it may simultaneously enter into a repurchase agreement with the same seller
pursuant to which the seller agrees at the time of sale to repurchase the
security at a mutually agreed upon time and price. In such instances, the
Trust's Custodian has possession of the security or collateral for the
seller's obligation. The repurchase price generally equals the price paid by a
Portfolio plus interest negotiated on the basis of current short-term rates
(which may be more or less than the rate on the securities underlying the
repurchase agreement). Repurchase agreements may be considered loans by a
Portfolio collateralized by the underlying instrument. If the seller should
default on its obligation to repurchase the securities, the Portfolio may
experience delays, difficulties or other costs when selling the securities held
as collateral and may incur a loss if the value of the collateral declines. The
appropriate Portfolio Managers, subject to the overall review by the
Trust's Trustees and the Advisor, monitor the value of the collateral as
to repurchase agreements, and they monitor the creditworthiness of the seller
and must find it satisfactory before engaging in repurchase agreements.

The Portfolios may enter into repurchase agreements only with Federal
Reserve member banks that have net worth of at least $100,000,000 and
outstanding commercial paper of the two highest rating categories assigned by
Moody's or S&P or with broker-dealers that are registered with the

<PAGE> 67
Securities and Exchange Commission, are members of the National Association of
Securities Dealers, Inc. ("NASD") and have similarly rated commercial paper
outstanding.

Reverse Repurchase Agreements. Reverse repurchase agreements involve the
sale of securities held by a Portfolio pursuant to a Portfolio's agreement to
repurchase the securities at an agreed upon price, date and rate of interest.
During the reverse repurchase agreement period, a Portfolio continues to receive
principal and interest payments on these securities. Because reverse repurchase
agreements are considered borrowings, the Internet Portfolio and the Balanced
Portfolio may only enter into such agreements for temporary or emergency
purposes. The Internet Portfolio may only sell portfolio securities to financial
institutions such as banks and broker/dealers and requiring to repurchase them
at a mutually specified date and price ("reverse purchase agreements"). Reverse
repurchase agreements involve the risk that the market value of the securities
sold by a Portfolio may decline below the repurchase price. A Portfolio will
pay interest on amounts obtained pursuant to a reverse repurchase agreement.
While reverse repurchase agreements are outstanding, a Portfolio will maintain
cash, U.S. Government securities or other liquid securities in a segregated
account in an amount at least equal to the market value of the securities, plus
accrued interest, subject to the agreement. With respect to the Balanced
Portfolio, liquid securities include equity securities and debt securities that
are unencumbered and marked to market daily.

Restricted or Illiquid Securities. Each Portfolio may invest up to 10% of
its net assets in restricted securities (privately placed equity or debt
securities) or other securities which are not readily marketable.

Each Portfolio may invest in commercial obligations issued in reliance on
the "private placement" exemption from registration afforded by Section 4(2) of
the Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to
disposition under the Federal Securities laws, and generally is sold to
institutional investors who agree that they are purchasing the paper for
investment and not with a view to public distribution. Any resale by the
purchaser must be in an exempt transaction. Section 4(2) paper normally is
resold to other institutional investors through or with the assistance of the
issuer or investment dealers which make a market on the Section 4(2) paper, thus
providing liquidity.

The Portfolios may invest in restricted securities governed by Rule 144A
under the Securities Act of 1933. In adopting Rule 144A, the Securities and
Exchange Commission specifically stated that restricted securities traded under
Rule 144A may be treated as liquid for purposes of investment limitations if the
board of directors (or the Portfolio Manager acting subject to the board's
supervision) determines that the securities are in fact liquid. Examples of
factors that will be taken into account in evaluating the liquidity of a Rule
144A security by a Portfolio, both with respect to the initial purchase and on
an ongoing basis, will include, among others: (1) the frequency of trades and
quotes for the security; (2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers, and the mechanics of
transfer). If institutional trading in restricted securities were to decline to
limited levels, the liquidity of a Portfolio's holdings could be adversely
affected. This investment practice could have the effect of increasing the level
of illiquidity in a Portfolio during any period that qualified institutional
buyers become uninterested in purchasing these restricted securities.

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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, other than the Multi-Cap Growth Portfolio which is subject
to the 20% limitation, invest directly in foreign securities. The Growth, Growth
& Income, Equity, Equity Income, Capital Appreciation, Small Company Growth,
Small Company Value and Managed Portfolios may also invest in both sponsored and
unsponsored ADRs, and EDRs which are securities of U.S. issuers backed by
securities of foreign issuers, subject to a 20% limitation. The Multi-Cap
Growth, Internet and Balanced Portfolios may invest in ADRs, American Depository
Shares or U.S. dollar denominated securities of foreign issuers without
limitation. The High Yield Bond Portfolio may not invest in ADRs. The Internet
Portfolio typically will only purchase foreign securities which are represented
by sponsored or unsponsored ADRs listed on a domestic securities exchange or
included in the NASDAQ National Market System, or foreign securities listed
directly on a domestic securities exchange or included on the NASDAQ National
Market System. 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 Advisor, subject to the
overall review of the Portfolios' 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

<PAGE> 69

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.

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. The 5% limitation does not apply to the
International Growth Portfolio, which has a 20% limitation. Because the Internet
Portfolio's liquidity and ability to manage its holdings might be affected when
it earmarks cash or portfolio securities to cover such purchase commitments, the
Portfolio Manager expects that its commitments to purchase when-issued
securities and forward commitments will not exceed 25% of the value of the
Portfolio's total assets absent unusual market conditions.

Portfolio Depositary Receipts. To the extent otherwise consistent with
its investment policies and applicable law, the Multi-Cap Growth Portfolio may
invest up to 5% of its total assets in Portfolio Depositary Receipts,
exchange-traded shares issued by investment companies, typically unit investment
trusts, holding portfolios of common stocks designed to replicate and,
therefore, track the performance of various broad securities indices or sectors
of such indices. For example, the Portfolios may invest in Standard & Poor's
Depositary Receipts R (SPDRs), issued by a unit investment trust whose portfolio
tracks the S&P 500 Composite Stock Price Index, or Standard & Poor's MidCap 400
Depositary Receipts R (MidCap SPDRs), similarly linked to the S&P MidCap 400
Index.

Short sales. The Multi-Cap Growth Portfolio may sell securities "short
against the box." While a short sale is the sale of a security the Multi-Cap
Growth Portfolio does not own, it is "against the box" if at all times when the
short position is open the Multi-Cap Growth Portfolio owns an equal amount of
the securities or securities convertible into, or exchangeable without further
consideration for, securities of the same issue as the securities sold short.

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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. For temporary defensive purposes, the International Growth
Portfolio and the 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. When a Portfolio takes a defensive
position, it may not be following the fundamental investment policy of the
Portfolio.

Other Investments. Each Portfolio may, in the future, be authorized to
invest in securities other than those listed here and in the Prospectus,
provided that such investment would be consistent with that Portfolio's
investment objective and that it would not violate any fundamental investment
policies or restrictions applicable to the Portfolio.

INVESTMENT RESTRICTIONS

The following are fundamental policies and, together with the
restrictions and other fundamental policies described above 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 Trust, 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. Except as otherwise set forth, no Portfolio may:

1. As to 75% of the total 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

<PAGE> 71

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 and the Internet
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. (The Multi-Cap Growth Portfolio, the Global Financial
Services Portfolio and the Internet Portfolio are not subject to this
restriction).

4. Make loans of money, 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.

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 Portfolio 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
Trust, any officer or trustee of the Trust or any officer or director of the
Investment Advisor 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. (The Global Financial Services Portfolio, the
Multi-Cap Growth Portfolio, the Internet Portfolio and the Balanced Portfolio
are not subject to this restriction).

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.

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.)

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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
Trust may be deemed an underwriter under the Securities Act of 1933 in disposing
of a Trust 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 Trust 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 Trust 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.

If a percentage restriction is adhered to at the time of an investment,
a later increase or decrease in the investment's percentage of the value of a
Portfolio's total assets resulting from a change in portfolio value or assets
will not constitute a violation of the percentage restrictions.

PORTFOLIO TURNOVER

A portfolio turnover rate is, in summary, the percentage computed by
dividing the lesser of a Portfolio's purchases or sales of securities
(excluding short-term securities) by the average market value of investments of
that Portfolio. 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

<PAGE> 73

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.

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 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.

The portfolio turnover rate of the Small Company Value Portfolio in
1996, which was 137%, exceeded 100% principally due to the appointment of a new
Portfolio Manager and a resulting change in management style. In 1997, the
portfolio turnover rate of the Portfolio was 58%.

The portfolio turnover rate of the High-Yield Bond Portfolio in 1998,
which was 108%, exceeded 100% principally due to the investment strategy
utilized by the Portfolio Manager to potentially enhance performance by
replacing portfolio holdings with better revenue-producing issues.

MANAGEMENT OF THE TRUST

The Trust's Board of Trustees has overall responsibility for the
management of the Trust 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 Trust has undertaken to
monitor the Trust 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 Board of Directors of those companies have agreed to
be responsible for reporting any potential or existing conflicts to Trustees of
the Trust 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 Trustees and officers of the Trust, 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 Trust, the address of each is Atlanta Financial Center,
3343 Peachtree Road, N.E., Suite 450, Atlanta, GA 30326-1022.

<PAGE> 74

<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH PRINCIPAL OCCUPATION
THE TRUST PAST FIVE YEARS
- --------------------------- --------------------
<S> <C>
Arthur T. Dietz (75) President, ATD Advisory Corp. since 1996; President and
Trustee Chief Executive Officer, Strategic Fund Management, Inc.,
[Member of the Audit Committee] 1987-1995; Mills B. Lane Professor of Finance and Banking,
Emory University, 1954-1988; Chairman, First Atlanta Investments,
1998-present; Director, The Enterprise Group
of Funds, Inc.

*Samuel J. Foti (47) President and Chief Operating Officer, MONY since 1994;
Trustee Executive Vice President, MONY (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 since
Trustee 1987; President, Summit Industries, Inc.(manufacturer)
[Chairman of Audit Committee] since 1954; Chairman, Crescent Banking Co., Inc. since 1985;
President, Jonesheirs, Inc. (licensing entity) since 1975;
Director, The Enterprise Group of Funds, Inc.

William A. Mitchell, Jr.(59) President/CEO, Carter & Associates (real estate
Trustee development), Atlanta, Georgia since 1994; Director, John
Wieland Homes (commercial residential builder) since 1992;
Director, The Enterprise Group of Funds, Inc.

Lonnie H. Pope (65) Chief Executive Officer, Longleaf Industries, Inc.,
Trustee (chemical manufacturing) (1996-present); formerly President
[Member of the Audit Committee] and Chief Executive Officer of AFF, Inc. (aromatics manufacturing)
from 1987 to 1998;] Director, The Enterprise Group of Funds, Inc.
</TABLE>

<PAGE> 75
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH PRINCIPAL OCCUPATION
THE TRUST PAST FIVE YEARS
- --------------------------- --------------------
<S> <C>
*Michael I. Roth (53) Chairman and Chief Executive Officer, MONY since 1993;
Trustee President and Chief 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 Trust (1987); Executive Vice
President, Primerica Trust (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 Trust.

*Victor Ugolyn (51) Chairman, President and Chief Executive Officer, The
Trustee Enterprise Group of Funds, Inc. 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 (43) Secretary, The Enterprise Group of Funds, Inc. since
Secretary 1991; Senior Vice President, Secretary and Chief
Counsel, Enterprise Capital Management, Inc. since
1991; Senior Vice President, Secretary and Chief
Counsel, Enterprise Fund Distributors, Inc. since
1991.

Herbert M. Williamson (48) Assistant Secretary and Treasurer, The Enterprise Group of
Assistant Secretary, Treasurer Funds, Inc., Enterprise Capital Management, Inc. and
Enterprise Fund Distributors, Inc. since 1989.

Phillip G. Goff (35) Vice President and Chief Financial Officer, The Enterprise
Vice President Group of Funds, Inc., Enterprise Capital Management, Inc. and
Enterprise Fund Distributors, Inc. 1995 - present; Audit
Manager, Coopers & Lybrand LLP, 1991 - 1995.
</TABLE>

* Messrs. Foti, Roth and Ugolyn are "interested persons" of the Trust, of the
Advisor, and of the Distributor, as that term is defined in the Investment
Act of 1940.

<PAGE> 76

Arthur T. Dietz, Arthur Howell and Lonnie H. Pope also serve on the
Audit Committee of the Board of Trustees. The Audit Committee is charged with
recommending to the full Board the engagement or discharge of the Trust's
independent accountants; directing investigations into matters within the scope
of the independent accountants' duties; reviewing with the independent
accountants the audit plan and results of the audit; approving professional
services provided by the independent accountants and other accounting firms
prior to the performance of such services; reviewing the independence of the
independent accountants; considering the range of audit and non-audit fees; and
preparing and submitting Committee minutes to the full Board. Arthur T. Dietz
and Victor Ugolyn also serve on the Valuation Committee of the Board of
Trustees.

All officers of the Trust are officers of Enterprise Capital
Management, Inc. and receive no salary or fee from the Trust. The Trustees,
other than Messrs. Foti, Roth and Ugolyn will be paid an annual fee of $12,500
plus $625 for each Trustee's meeting attended and $625 for each committee
meeting attended.

The following sets forth compensation paid to each of the Trustees
during 1998:

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Total
Retirement Compensation
Benefits from the Trust
Aggregate Accrued as Part Estimated and Portfolio
Compensation of Portfolio Annual Benefits Complex Paid to
Name From the Trust Expenses Upon Retirement Trustees*
<S> <C> <C> <C> <C>
Arthur T. Dietz $11,100 None None $25,875
Arthur Howell $12,100 None None $26,875
William A.
Mitchell, Jr. $11,275 None None $24,625
Lonnie H. Pope $12,100 None None $26,875
</TABLE>

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

At June 21, 1999, the officers and Trustees of the Trust as a group
owned none of the Portfolios' outstanding shares.

As of the date of this Statement of Additional Information, MONY and
MONY America, its wholly-owned subsidiary, through their respective Variable
Accounts, own all of the Trust'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
vote independently of voting instructions received from

<PAGE> 77

Contractholders. The Trust might nonetheless be deemed to be controlled by MONY
and MONY America by virtue of the definitions contained in the 1940 Act although
the Trust disclaims such control.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreement

The Trust, on behalf of each Portfolio, has entered into an Investment
Advisory Agreement (the "Advisor's Agreement") with the Advisor which, in turn,
has entered into Portfolio Manager's Agreements with each of the Portfolio
Managers. The Advisor is a subsidiary of MONY Life Insurance Company ("MONY"),
one of the nation's largest insurance companies and a subsidiary of The MONY
Group Inc. The Advisor was incorporated in 1986. The Advisor's address is 3343
Peachtree Road, Suite 450, Atlanta, Georgia 30326. Victor Ugolyn, who is
President of the Trust, is also Chairman of the Board and President of the
Advisor.

The Advisor's Agreement obligates the Advisor to provide investment
advisory services to the Portfolios, to furnish the Trust with certain
administrative, clerical, bookkeeping and statistical services, office space and
facilities, and to pay the compensation of the officers of the Trust. Each
Portfolio pays all other expenses incurred in its operation, including
redemption expenses, expenses of portfolio transactions, shareholder servicing
costs, mailing costs, expenses of registering the shares under federal and state
securities laws, accounting and pricing costs (including the daily calculation
of net asset value and daily dividends), interest, certain taxes, legal
services, auditing services, charges of the custodian and transfer agent, and
other expenses attributable to an individual account. Each Portfolio also pays a
portion of the Trust's general administrative expenses. These expenses are
allocated to the Portfolios either on the basis of their asset size, on the
basis of special needs of any Portfolio, or equally as is deemed appropriate.
These expenses include expenses such as: director fees; state franchise taxes;
custodial, transfer agent, brokerage, auditing and legal services; the printing
of prospectuses, proxies, registration statements and shareholder reports sent
to existing shareholders; expenses relating to bookkeeping, recording and
determining the net asset value of shares; the expenses of qualification of a
Portfolio's shares under the federal and state securities laws; and any other
expenses properly payable by the Trust that are allocable to the respective
Portfolios. Litigation costs, if any, may be directly allocable to the
Portfolios or allocated on the basis of the size of the respective Portfolios.
The Board of Trustees annually reviews allocation of expenses among the
Portfolios and has been determined that this is an appropriate method of
allocation of expenses.

The total expenses of each Portfolio for the most recent fiscal year,
expressed as a percentage of average daily net assets were as follows:

<PAGE> 78

<TABLE>
<CAPTION>
PORTFOLIO TOTAL EXPENSES
--------- --------------
<S> <C>
Growth 1.15%
Growth and Income 1.05%
Equity 0.83%
Equity Income 1.05%
Capital Appreciation 1.30%
Multi-Cap Growth N/A
Small Company Growth 1.40%
Small Company Value 0.85%
Global Financial Services N/A
International Growth 1.22%
Internet N/A
High-Yield Bond 0.72%
Balanced N/A
Managed 0.76%
</TABLE>

The Advisor has advised the Trust that it will reimburse such portion
of the fees due to it under the Advisor's Agreement as is necessary to assure,
for the period commencing January 1, 1999, and ending no earlier than December
31, 1999, that expenses incurred by the Portfolios will not exceed the following
percentages of average daily net assets: Growth 1.15%; Growth and Income 1.05%;
Equity 1.15%; Equity Income 1.05%; Capital Appreciation 1.30%; Multi-Cap Growth
1.40%; Small Company Growth 1.40%; Small Company Value 1.30%; International
Growth 1.55%; Global Financial Services 1.55%; Internet 1.45%; High-Yield Bond
0.85%; Balanced .95%; and Managed 1.30%. The Portfolio Managers have advised
the Trust that they may assist in a portion of the above-referenced
reimbursement from time to time.

The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder, the Advisor 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 Advisor to
act as investment advisor for any other person or firm.

The Advisor and the Trust have received an exemptive order from the
Securities and Exchange Commission which permits the Trust to enter into or
amend Portfolio Manager Agreements without obtaining Contractholder approval
each time. On April 28, 1997,

<PAGE> 79

Contractholders voted affirmatively to give the Trust this ongoing authority.
With Board approval, the Advisor is permitted to employ new Portfolio Managers
for the Portfolios, change the terms of the Portfolio Manager 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 a Portfolio 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 Agreements that occur under these arrangements.

PORTFOLIO MANAGER ARRANGEMENTS

Under the Portfolio Manager Agreements, the Portfolio Managers, subject
to the oversight of the Advisor, are required to: (i) regularly provide
investment advice and recommendations to the respective Portfolios of the Trust
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 Trust and the portion, if
any, of the assets of these Portfolios of the Trust to be held uninvested; and
(iii) arrange for the purchase of securities and other investments by the
respective Portfolios of the Trust and the sale of securities and other
investments held by each of these Portfolios of the Trust. The following table
sets forth certain information about the Portfolio Managers for each Portfolio.

<TABLE>
<CAPTION>
PORTFOLIO NAME AND CONTROL FEE PAID BY THE ADVISOR TO THE
PERSONS OF THE PORTFOLIO PORTFOLIO MANAGER ON AN ANNUAL BASIS
MANAGER AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth Portfolio Montag & Caldwell, Inc. 0.30% for assets under management
("Montag & Caldwell"). up to $1 billion; 0.20% thereafter.
Montag & Caldwell is
controlled by Alleghany
Trust.

Growth and Income Portfolio Retirement System 0.30% for assets under management
Investors Inc. ("RSI") which up to $100 million; 0.25% on the next
is a subsidiary of Retirement $100 million; and 0.20% for assets
System Group Inc. greater than $200 million.

Equity Portfolio OpCap Advisors, which is a 0.40% for assets under management
subsidiary of Oppenheimer up to $1 billion and 0.30% thereafter.
Capital, a general
partnership.
</TABLE>

<PAGE> 80

<TABLE>
<CAPTION>
PORTFOLIO NAME AND CONTROL FEE PAID BY THE ADVISOR TO THE
PERSONS OF THE PORTFOLIO PORTFOLIO MANAGER ON AN ANNUAL BASIS AS A
MANAGER PERCENTAGE OF AVERAGE DAILY NET ASSETS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Equity Income Portfolio 1740 Advisers, Inc. ("1740 0.30% for assets under management
Advisers"). It is a subsidiary up to $100 million; 0.25% on the next
of MONY. $100 million; and 0.20% thereafter.

Capital Appreciation Portfolio Provident Investment 0.50% for assets under management
Counsel, Inc. ("PIC"). PIC up to $100 million; 0.45% for assets
is a wholly owned under management for the next $100
subsidiary of United Asset million; 0.35% for assets greater than
Management, Inc. $200 million up to $300 million and
0.30% thereafter.

Multi-Cap Growth Portfolio Fred Alger Management, Inc. 0.40% for assets under management.
("Alger"). Alger is owned
by its employees.

Small Company Growth William D. Witter, Inc. 0.65% for assets under management
Portfolio ("Witter"). Witter is owned up to $50 million; 0.55% for assets
by its employees. under management for the next $50
million; and 0.45% for assets
thereafter.

Small Company Value Portfolio GAMCO Investors, Inc. is a 0.40% for assets under management
wholly owned subsidiary of up to $1 billion and 0.30% thereafter.
Gabelli Asset Management Inc.

International Growth Portfolio Vontobel USA Inc. 0.40% for assets under management
("Vontobel"). Vontobel up to $100 million; 0.35% for assets
is a wholly-owned under management from $100 million
subsidiary of Bank J. to $200 million; 0.30% for assets
Vontobel of Zurich, from $200 million to $500
Switzerland. million and 0.25% for assets greater
than $500 million.

Global Financial Services Sanford C. Bernstein & 0.50% for assets up to $100 million;
Portfolio Co., Inc. ("Sanford 0.40% for assets from $100 million to
Bernstein") is owned by $300 million; 0.30% for assets over
its employees. $300 million.

Internet Portfolio Alger, which is owned 0.40% for assets under management.
by its employees.
</TABLE>

<PAGE> 81

<TABLE>
<CAPTION>
FEE PAID BY THE ADVISOR TO THE
PORTFOLIO NAME AND CONTROL PORTFOLIO MANAGER ON AN ANNUAL BASIS
PERSONS OF THE PORTFOLIO AS A PERCENTAGE OF AVERAGE
MANAGER DAILY NET ASSETS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
High-Yield Bond Portfolio Caywood-Scholl Capital 0.30% for assets under management
Management ("Caywood- up to $100 million and 0.25%
Scholl"). Caywood-Scholl is thereafter.
owned by Dresdner RCM
Global Investors LLC, an
affiliate of Dresdner Bank
AG.

Balanced Portfolio Montag & Caldwell, which is 0.30% for assets under management up
controlled by Allegheny to $100,000,000; 0.25% for assets from
Corporation. $100,000,000 to $200,000,000; and
0.20% for assets greater than
$200,000,000.

Managed Portfolio OpCap Advisors, a 0.40% for assets under management
majority-owned subsidiary up to $1 billion and 0.30% for assets
of Oppenheimer Capital, a from $1 billion to $2 billion and 0.25%
general partnership. thereafter.
</TABLE>

The tables below sets forth the 1998, 1997 and 1996 breakdown by
Portfolio of (1) the investment advisory fee paid to the Advisor, (2) the
percentage of the investment advisory fee to be paid by the Advisor to the
Portfolio Manager, (3) the fund management fee paid by the Advisor to the
Portfolio Manager, (4) the net advisory fee left to the Advisor after payment of
the Portfolio management fee, and (5) the amount of the expense reimbursement
paid by the Advisor to the Portfolio.

1998
Portfolio (1) (2) (3) (4) (5)
- --------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Growth $ 471 40% $ 188 $ 283 $15,176
Equity 4,523,391 51% 2,305,888 2,217,503 0
Growth and Income 193 40% 77 116 15,350
Equity Income 176 40% 70 105 15,357
Capital Appreciation 184 67% 122 61 15,292
Small Company Growth 259 65% 168 90 15,324
Small Company Value 3,204,761 50% 1,607,480 1,597,281 0
International Growth 730,659 53% 386,819 343,839 0
High-Yield Bond 520,951 50% 260,455 260,496 0
Managed 20,174,424 45% 8,990,865 11,183,559 0
</TABLE>

<PAGE> 82
<TABLE>
<CAPTION>
1997
Portfolio (1) (2) (3) (4) (5)
- --------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Equity $ 3,319,628 51% $1,664,835 $1,654,793 0
Small Company Value 2,119,841 50% 1,060,105 1,059,736 0
International Growth 604,348 53% 319,949 284,399 0
High-Yield Bond 299,011 50% 149,505 149,506 0
Managed 16,976,135 45% 7,855,235 9,120,900 0

<CAPTION>
1996
Portfolio (1) (2) (3) (4) (5)
- --------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Equity $ 1,743,990 51% $ 935,253 $ 808,737 0
Small Company Value 1,316,050 50% 714,051 601,999 0
International Growth 303,177 53% 160,663 142,514 0
High-Yield Bond 143,878 50% 71,939 71,939 $21,526
Managed 11,086,850 45% 5,910,578 5,176,272 0
</TABLE>

PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

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 Trust should also read the prospectus of the Contract(s).

Shares of each Portfolio of the Trust are offered to the Variable
Accounts without sales charge at the respective net asset values of the
Portfolios next determined after receipt by the Trust of the purchase payment in
the manner set forth below under "Determination of Net Asset Value."
Certificates representing shares of the Trust or any of its Portfolios will not
be physically issued. Enterprise Fund Distributors, Inc. (the "Distributor")
acts without remuneration from the Trust as the exclusive distributor of the
Trust'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.

REDEMPTION OF SHARES

Shares of any Portfolio of the Trust 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 Trust's transfer agent of redemption
instructions in proper form. The redemption privilege may be suspended or
payment may be postponed for more than seven days during any

<PAGE> 83
period when: (1) the NYSE 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 or delay.
<PAGE> 84

Determination of Net Asset Value

The Portfolios calculate a share's net asset value by dividing the net
assets of the Portfolio by the number of shares then outstanding of such
Portfolio. The net asset value of each Portfolio's shares is determined once
daily as of the close of the NYSE on each day on which the NYSE is open for
trading. Investment securities, other than debt securities, listed on either a
national or foreign securities exchange or traded in the over-the-counter
National Market System are valued each business day at the last reported sale
price on the exchange on which the security is primarily traded. If there are no
current day sales, the securities are valued at their last quoted bid price.
Other securities traded over-the-counter and not part of the National Market
System are valued at the last quoted bid price. Debt securities (other than
certain short-term obligations) are valued each business day by an independent
pricing service approved by the Board of Trustees. Short-term debt securities
having a remaining maturity of 60 days or less are valued at amortized cost,
which approximates market value. Any securities for which market quotations are
not readily available are valued at their fair value as determined in good faith
by, or under the supervision of, the Board of Trustees. The Portfolios may own
securities that are 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. The net asset value per share is effective as of the time of
computation.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Each Portfolio Manager selects the brokerage firms which complete
portfolio transactions for that Portfolio, subject to the overall direction and
review of the Advisor and the Board of Trustees of the Trust. 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 Trust seeks to obtain prompt execution of orders at the most
favorable net price.

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

<PAGE> 85

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.

Transactions may be directed to brokers or dealers in return for their
brokerage and research services, which are intangible and on which no dollar
value can be placed, furnished to the Trust, the Advisor, and the respective
Portfolio Managers, or those firms who agree to pay certain of the Trust'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 Trust. There
is no formula for such allocation. The research information may or may not be
useful to the Trust 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 Trust. 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 Trust. Portfolio
Managers may execute brokerage transactions through affiliated broker/dealers,
subject to compliance with applicable requirements of the federal securities
laws.

Sales of shares of the Trust, subject to applicable rules covering the
Distributor's activities in this area, will also be considered as a factor in
the direction of the Trust 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 Trust 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.

<PAGE> 86

The following table sets forth the amounts of the brokerage commissions
paid to broker-dealers by each Portfolio for the fiscal year ended December 31,
1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Brokerage Brokerage Commissions
Aggregate Commissions Paid to Paid to Affiliated Broker-
Brokerage Affiliated Broker- Dealers as a Percentage of
Commission Paid Brokerage Dealers as a Percentage the Portfolio's Aggregate
on Transactions Commissions Paid of the Portfolio's Dollar Amount of
in the Portfolio's To Affiliated Aggregate Transactions Involving
Portfolio Securities Broker-Dealers Commissions Paid Brokerage Commissions
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth 1,133. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Growth and Income 387. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Equity 416,690. 13,080. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Equity Income 378. 0. 3.14% .004%
- --------------------------------------------------------------------------------------------------------------------
Capital Appreciation 128. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Small Company
Growth 347. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Small Company
Value 470,442. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
International Growth 254,852. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
High-Yield Bond 19. 0. 0% 0%
- --------------------------------------------------------------------------------------------------------------------
Managed 2,419,897. 47,474. 1.96% 0.002%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

The following tables set forth the aggregate brokerage commissions paid
by each Portfolio on transactions in that Portfolio's securities for the fiscal
year ended December 31, 1997 and December 31, 1996.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1997
- -------------------------------------------------------------------------------
Aggregate Brokerage Commissions Paid on
Portfolio Transactions in the Portfolio's Securities
- -------------------------------------------------------------------------------
<S> <C>
Equity $ 164,149
- -------------------------------------------------------------------------------
Small Company Value $ 534,558
- -------------------------------------------------------------------------------
International Growth $ 181,826
- -------------------------------------------------------------------------------
High-Yield Bond $ 562
- -------------------------------------------------------------------------------
Managed $1,382,062
- -------------------------------------------------------------------------------
</TABLE>

<PAGE> 87

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1996
- -------------------------------------------------------------------------------
Aggregate Brokerage Commissions Paid on
Portfolio Transactions in the Portfolio's Securities
- -------------------------------------------------------------------------------
<S> <C>
Equity $ 204,255
- -------------------------------------------------------------------------------
Small Company Value $ 784,580
- -------------------------------------------------------------------------------
International Growth $ 102,770
- -------------------------------------------------------------------------------
High-Yield Bond $ 516
- -------------------------------------------------------------------------------
Managed $ 22,241
- -------------------------------------------------------------------------------
</TABLE>

PERFORMANCE COMPARISONS

The average annual total return for the year ended December 31, 1998,
for the five-year period ended December 31, 1998, and the period from inception
through December 31, 1998, is shown in the following table:

AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
FOR THE YEAR FOR THE FIVE
ENDED YEARS ENDED FOR THE PERIOD
DECEMBER 31, DECEMBER 31, FROM INCEPTION
1998 1998 TO DECEMBER 31,
PORTFOLIO (ONE YEAR) (FIVE YEARS) 1998(1)(2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Equity 23.14% 21.30% 18.02%

Small Company Value 34.19% 17.42% 17.21%
</TABLE>

<PAGE> 88

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
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.

Average annual total return is calculated by finding the average annual
compounded rates of return over the one, five and since inception periods that
would equate the initial amount invested to the ending redemption value
according to the following formula:

P(1+T)(N) = ERV

Where: P = a hypothetical initial payment of $10,000
T = average annual total return
N = number of years
ERV = ending redeemable value of hypothetical $10,000
payment made at the beginning of the one, five and
since inception periods at the end of the one, five
and since inception periods.

For the Equity, Small Company Value, Growth, Growth and Income, Small
Company Growth, Capital Appreciation, Multi-Cap Growth, Internet, Global
Financial Services, Equity Income, and International Growth Portfolios and for
the equity securities of the Balanced and Managed Portfolios, 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. Net investment income is
the net of accrued interest earned on debt obligations held by each Portfolio
and expenses accrued for the period. Accrued interest 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, Multi-Cap Growth, Internet, Global Financial
Services and Small Company Value Portfolios (or as to obligations purchased
during that 30-day period, based on the purchase price plus accrued interest);
(ii)

<PAGE> 89

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 Trust. The table does not reflect charges and deductions which are, or
may be, imposed under the Contracts. Yield is calculated by dividing net
investment income of a Portfolio per share earned during a 30 day period by the
maximum offering price per share on the last day of the period, according to the
following formula:

Yield = 2[(a-b/cd+1)(6)-1]

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offer price per share on the last day of
the period.

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 Trust 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 $10,000 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 S&P 500 Composite Stock Price Index,
the Russell 2000 and the Lehman

<PAGE> 90

Brothers Corporate/Government Index, and various rankings by independent
evaluators such as Morningstar and Lipper, Inc. in order to provide the
reader a basis for comparison.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The dividend policies of the Portfolios are discussed in the
Prospectus. In computing interest income, the Portfolios 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.

Each Portfolio is qualified and intends to remain qualified and elect
to be treated as a regulated investment company under Subchapter M of the IRC.
To remain qualified as a regulated investment company, a Portfolio must, among
other things, (a) derive at least 90% of its gross income from the sales or
other disposition of securities, dividends, interest, proceeds from loans of
stocks 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 Portfolio's
total assets is represented by cash, government securities and other securities
limited in respect of any one issuer to 5% of the Portfolio's total 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 total
assets is invested in the securities (other than government securities or the
securities of other regulated investment companies) of any one issuer.

Each Portfolio will comply with asset diversification regulations
prescribed by the U.S. Treasury Department under the IRC. In general, these
regulations effectively provide that, as of the end of each calendar quarter or
within 30 days thereafter, no more that 55% of the total assets of the Portfolio
may be represented by any one investment, no more than 70% by any two
investments, no more than 80% by any three investments, and no more than 90% by
any four investments. For this purpose, all securities of the same issuer are
considered a single investment, but each U.S. agency or instrumentality is
treated as a separate issuer. There are also alternative diversification tests
that may be satisfied by the Portfolio under the regulation. Each Portfolio
intends to comply with the diversification regulations. If a Portfolio fails to
comply with these regulations, the contracts invested in that Portfolio will not
be treated as annuity, endowment or life insurance contracts under the IRC.

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. A
Portfolio's returns will be reduced by the amount of any such foreign taxes.
Contractholders are urged to consult their tax advisors regarding specific
questions as to Federal, state and local taxes.

ADDITIONAL INFORMATION

Description of the Trust. The Trust is organized as a Massachusetts
business trust. Under Massachusetts law shareholders could, in certain
circumstances, be held personally liable as partners for Trust obligations. The
Trust's Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each instrument entered into or executed by the Trust.
The Declaration of Trust also provides for indemnification out of the Trust's
property for any shareholder held

<PAGE> 91

personally liable for any Trust obligation. Thus, the risk of loss to a
shareholder from being held personally liable for obligations of the Trust is
limited to the unlikely circumstance in which the Portfolio itself would be
unable to meet its obligations.

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 Trust, to remove a Trustee.
The Trustees will call a meeting of the 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 Trust's outstanding shares may advise the Trustees in
writing that they wish to communicate with other shareholders for the purpose of
requesting a meeting to remove a Trustee. The Trustees will then either give the
applicants access to the Trust's shareholder list or mail the applicants'
communication to all other shareholders at the applicants' expense.

Possible Additional Trust 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.

Organization of the Trust. When issued, shares are fully paid and have
no preemptive, conversion or other subscription rights. The shares of beneficial
interest of the Trust, $0.01 par value, are divided into eleven separate series.
The shares of each series are freely-transferrable and equal as to earnings,
assets and voting privileges with all other shares of that series. Upon
liquidation of the Trust 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 debt and expenses have been paid. The
shares do not have cumulative voting rights.

The Trust'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

<PAGE> 92

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 Trust 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 Trust's books of account. The Trust's Board of Trustees has
agreed to monitor the Trust transactions and management of each of the
Portfolio's books of account 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.

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 Advisor 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 Trust, or any Portfolio of the Trust, 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 Advisor or its parent, MONY, may own, will be voted
in the same proportion as shares for which instructions are received. The Trust
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 Trust has been organized.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company ("State Street") whose address is
P.O. Box 8505, Boston, Massachusetts, 02266-8505, has been retained to act as
custodian of the assets of the Trust. The custodian is responsible for
safeguarding and controlling the cash and securities of the Portfolios, handling
the receipt and delivery of securities and collecting interest and dividends on
the Portfolios' investments. State Street also acts as transfer agent and
Shareholder Servicing Agent for the Trust.

<PAGE> 93

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, whose address is 2400 Eleven Penn Center,
Philadelphia PA 19103, has been retained to serve as the Trust's independent
accountants. The independent accountants are responsible for auditing the annual
financial statements of each Portfolio as well as other related services.
PricewaterhouseCoopers LLP also serves as independent accountants for the
Advisor and its affiliates.

FINANCIAL STATEMENTS

The Fund's Semi-Annual Report dated June 30, 1998, which was filed with
the Securities & Exchange Commission on August 27, 1998 (accession number
0000950123-98-007870, and the Fund's Annual Report dated December 31, 1998,
which was filed with the Securities & Exchange Commission on March 2, 1999
(accession number 0000950123-99-001510), are hereby incorporated by reference
into this Statement of Additional Information.

<PAGE> 94

APPENDIX A

RATINGS OF CORPORATE DEBT SECURITIES

MOODY'S INVESTORS SERVICE, INC. (1)

Aaa Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to
as "gilt edge."

Aa Bonds 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.

A Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations.

Baa Bonds rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.

Ba Bonds rated Ba are judged to have speculative elements: their future
cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterize bonds in this case.

B Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments of or
maintenance of other terms of the contract over any long period of time
may be small.

Caa Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or
interest.

Ca Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.

- ---------------------
(1) Moody's applies numerical modifiers, 1, 2 and 3 in 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.

<PAGE> 95

STANDARD & POOR'S CORPORATION (2)

AAA Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest-rated issues only in a small
degree.

A Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than bonds in higher-rated categories.

BBB Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit 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 bonds in this category than for bonds
in higher-rated categories.

BB, Bonds rated BB, B, CCC, and CC are regarded, on balance, as
predominately speculative with respect to the issuer's capacity to pay
B, interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and CC the
CCC, highest speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective
CC characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

- ----------------------
(2) Plus (+) or Minus (-): The ratings from AA to BB may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.

<PAGE> 96

DESCRIPTION OF MUNICIPAL SECURITIES

Municipal Securities are notes and bonds issued by or on behalf of states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, the interest
on which is exempt from federal income taxes and, in certain instances,
applicable state or local income taxes. These securities are traded primarily in
the over-the-counter market.

Municipal Securities are issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, schools,
streets, water and sewer works and gas and electric utilities. Municipal
Securities may also be issued in connection with the refunding of outstanding
Municipal Securities obligations, obtaining funds to lend to other public
institutions and for general operating expenses. Industrial Development Bonds
("IDBs") are issued by or on behalf of public authorities to obtain funds to
provide privately operated facilities for business and manufacturing, housing,
sports, pollution control, and for airport, mass transit, port and parking
facilities and are considered tax-exempt bonds if the interest thereon is exempt
from federal income taxes.

The two principal classifications of tax-exempt bonds are "general obligation"
and "revenue." General obligation bonds are secured by the issuer's pledge of
its full faith and credit and taxing power for the payment of principal and
interest. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise tax or other specific revenue source. Although IDBs are
issued by municipal authorities, they are generally secured only by the revenues
derived from payment of the industrial user. The payment of principal and
interest on IDBs is dependent solely upon the ability of the user of the
facilities financed by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as security for such
payment.

Tax-exempt notes are of short maturity, generally less than three years. They
include such securities as Project Notes, Tax Anticipation Notes, Revenue
Anticipation Notes, Bond Anticipation Notes and Construction Loan Notes.
Tax-exempt commercial paper consists of short-term obligations generally having
a maturity of less than nine months.

New issues of Municipal Securities are normally offered on a when-issued basis,
which means that delivery and payment for these securities normally takes place
15 to 45 days after the date of commitment to purchase.

Yields of Municipal Securities depend upon a number of factors, including
economic, money and capital market conditions, the volume of Municipal
Securities available, conditions within

<PAGE> 97

the Municipal Securities market, and the maturity, rating and size of individual
offerings. Changes in market values of Municipal Securities may vary inversely
in relation to changes in interest rates. The magnitude of changes in market
values in response to changes in market rates of interest typically varies in
proportion to the quality and maturity of obligations. In general, among
Municipal Securities of comparable quality, the longer the maturity, the higher
the yield, and the greater potential for price fluctuations.

FLOATING RATE AND VARIABLE RATE SECURITIES

The Tax-Exempt Income Portfolio may invest in floating rate and variable rate
tax-exempt securities. These securities are normally IDBs or revenue bonds that
provide that the rate of interest is set as a specific percentage of a
designated base rate, such as rates of treasury bills or bonds or the prime rate
at a major commercial bank and provide that the holders of the securities can
demand payment of the obligation on short notice at par plus accrued interest,
which amount may be more or less than the amount initially paid for the bonds.
Floating rate securities have an interest rate which changes whenever there is a
change in the designated base interest rate, while variable rate securities
provide for a specific periodic adjustment in the interest rate. Frequently such
securities are secured by letters of credit or other credit support arrangements
provided by banks. The quality of the underlying credit or of the bank, as the
case may be, must be equivalent to the long-term bond or commercial paper rating
stated above.

<PAGE> 98

PART C
OTHER INFORMATION

Item 23. Exhibits.

(a) (i) Registrant's Charter [Declaration of Trust], filed as
Exhibit (a)(i) to Post-Effective Amendment No. 19, dated July
13, 1999, to Registration Statement on Form N-1A (Reg. No.
33-21534), is incorporated.

(ii) Amendments to Charter [Declaration of Trust], filed as
Exhibit (a)(ii) to Post-Effective Amendment No. 19, dated July
13, 1999, to Registration Statement on Form N-1A (Reg. No.
33-21534), is incorporated.

(b) By-Laws, filed as Exhibit (b) to Post-Effective Amendment No.
19, dated July 13, 1999, to Registration Statement on Form
N-1A (Reg. No. 33-21534), is incorporated.

(d) (i) Investment Adviser's Agreement between Registrant and
Enterprise Capital Management, Inc. ("Enterprise
Capital"). Incorporated herein by reference to Post
Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 3, 1999.

(ii) Portfolio Manager's Agreement between Enterprise
Accumulation Trust, Enterprise Capital and Montag &
Caldwell, Inc., as sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A
(Reg. No. 33-21534), filed on May 3, 1999.

(iii) Portfolio Manager's Agreement Between Enterprise
Accumulation Trust, Enterprise Capital and Retirement
Systems Investors Inc., as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No.
17 to Registrant's Registration Statement on Form
N-1A (Reg. No. 33-21534), filed on May 3, 1999.

(iv) Portfolio Manager's Agreement between Enterprise
Accumulation Trust, Enterprise Capital and OpCap
Advisors, as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A
(Reg. No. 33-21534), filed on May 3, 1999.

(v) Portfolio Manager's Agreement between Enterprise
Capital and 1740 Advisers, Inc., as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on
May 3, 1999.

(vi) Portfolio Manager's Agreement between Enterprise
Capital and Provident Investment Counsel, Inc. as
sub-adviser. Incorporated herein by reference to
Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 3, 1999.

(vii) Portfolio Manager's Agreement between Enterprise
Capital and William D. Witter, Inc. as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on
May 3, 1999.

<PAGE> 99
(viii) Portfolio Manager's Agreement between Enterprise
Capital and GAMCO Investors, Inc. as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on
May 3, 1999.

(ix) Portfolio Manager's Agreement between Enterprise
Capital and Vontobel USA Inc. as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on
May 3, 1999.

(x) Portfolio Manager's Agreement between Enterprise
Capital and Sanford C. Bernstein & Co., Inc. as
sub-adviser. Incorporated herein by reference to
Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 3, 1999.

(xi) Portfolio Manager's Agreement between Enterprise
Capital and Caywood-Scholl Capital Management as
sub-adviser. Incorporated herein by reference to
Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 3, 1999.

(xii) Portfolio Manager's Agreement between Enterprise
Capital and Fred Alger Management, Inc. as
sub-adviser. Incorporated herein by reference to
Post-Effective Amendment No. 18 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 28, 1999.

(xiii) Portfolio Manager's Agreement between Enterprise
Capital and Fred Alger Management, Inc. as
sub-adviser. Incorporated herein by reference to
Post-Effective Amendment No. 18 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 28, 1999.

(xiv) Portfolio Manager's Agreement between Enterprise
Capital and Montag & Caldwell, Inc. as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 18 to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on
May 28, 1999.

(e) Distribution Agreement, filed as Exhibit (e) to Post-Effective
Amendment No. 19, dated July 13, 1999, to Registration
Statement on Form N-1A (Reg. No. 33-21534), is incorporated.

(f) Not applicable.

(g) Custody Agreement, filed as Exhibit (g) to Post-Effective
Amendment No. 19, dated July 13, 1999, to Registration
Statement on Form N-1A (Reg. No. 33-21534), is incorporated.

(h) Inapplicable.

(i) Opinion of Counsel, filed as Exhibit (i) to Post-Effective
Amendment No. 19, dated July 13, 1999, to Registration
Statement on Form N-1A (Reg. no. 33-21534), is incorporated.

<PAGE> 100

(j) Consent of Independent Accountants, filed as Exhibit (j) to
Post-Effective Amendment No. 19, dated July 13, 1999, to
Registration Statement on Form N-1A (Reg. no. 33-21534), is
incorporated.

(k) Inapplicable.

(l) Agreement Related to Initial Capital, filed as Exhibit (l) to
Post-Effective Amendment No. 19, dated July 13, 1999, to
Registration Statement on Form N-1A (Reg. No. 33-21534), is
incorporated.

(m) Inapplicable.

(n) Inapplicable.

(o) (i) Inapplicable.

(ii) Powers of Attorney, Incorporated herein by reference to
Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (Reg. No.
33-21534), filed on May 3, 1999.

Item 24. 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 MONY Life Insurance
Company ("MONY") owns 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 Corporation, MONY
Life Insurance Company of America, Enterprise Capital Management, Inc.,
1740 Ventures, Inc., MONY International Holdings, Inc. Each subsidiary
is wholly-owned.

Item 25. Indemnification.

Reference is made to the provisions of Article Six of Registrant's
Articles of Incorporation which is incorporated herein by reference to
Post-Effective Amendment No. 39 to the Registration Statement on Form
N-1A (File No. 2-28097) filed on April 26, 1995.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provision or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of Registrant of expenses
incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person, Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such

<PAGE> 101

indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.

Item 26. Business and Other Connections of the Investment Adviser.

See "Management of The Fund" in the Prospectus and "Investment Advisory
and Other Services" in the Statement of Additional Information for
information regarding the business and other connections of the
Investment Adviser

For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and directors of
Enterprise Capital Management, Inc. reference is made to Part B of
Post-Effective Amendment to the Registrant's Registration Statement and
to the registration of Form ADV (File No. 801-27181) of Enterprise
Capital Management, Inc. filed under the Investment Adviser Act of
1940, which is incorporated herein by reference.

Montag & Caldwell, Inc., Retirement System Investors Inc., OpCap
Advisors, 1740 Advisers, Inc., Provident Investment Counsel, Inc., Fred
Alger Management, Inc., William D. Witter, Inc., GAMCO Investors, Inc.,
Vontobel USA Inc., Sanford C. Bernstein & Co., Inc., and Caywood-Scholl
Capital Management, the Portfolio Managers of certain of the Portfolios
of the Registrant, are primarily engaged in the business of rendering
investment advisory services. Reference is made to the recent Form ADV
and schedules thereto on file with the Commission for a description of
the names and employment of the directors and officers of the following
Fund Managers, and other required information:

<TABLE>
<CAPTION>
File No.
--------
<S> <C>
Montag & Caldwell, Inc. 801-15398
Retirement System Investors Inc. 801-36893
OpCap Advisors 801-27180
1740 Advisers, Inc. 801-08176
Provident Investment Counsel, Inc. 801-30020
Fred Alger Management, Inc. 801-06709
William D. Witter, Inc. 801-12695
GAMCO Investors, Inc. 801-14132
Vontobel USA Inc. 801-34910
Sanford C. Bernstein & Co., Inc. 801-10488
Caywood-Scholl Capital Management 801-26996
</TABLE>

Item 27. Principal Underwriters.

(a) Enterprise Fund Distributors, Inc. is the principal
underwriter of the Portfolios' shares.

(b) The information contained in the registration on Form BD of
Enterprise Fund

<PAGE> 102

Distributor's Inc. (File No. 8-8-815577), filed under the
Securities Exchange Act of 1934, is incorporated herein by
reference.

Item 28. Location and Accounts and Records.

<TABLE>
<CAPTION>
Entity Function Address
- ------ -------- -------

<S> <C> <C>
The Enterprise Group of Registrant Atlanta Financial Center
Funds, Inc. 3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326
Enterprise Capital Investment Adviser
Management, Inc. Same as above.

Enterprise Fund Distributors, Distributor Same as above.
Inc.

State Street Bank and Trust Custodian One Heritage Drive
Company The Joseph Palmer
Building
North Quincy, MA 02171

</TABLE>

The records of the Fund Managers are kept at the following locations:

<TABLE>

<S> <C>
Growth Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

Growth & Income Fund Retirement Systems Investors Inc.
317 Madison Avenue
New York, NY 10017

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

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

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

Multi-Cap Growth Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
</TABLE>

<PAGE> 103

<TABLE>
<S> <C>
Small Company Growth Fund William D. Witter, Inc.
One Citicorp Center
153 East 53rd Street
New York, NY 10022

Small Company Value Fund GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580

International Growth Fund Vontobel USA Inc.
450 Park Avenue
New York, New York 10022

Global Financial Services Fund Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185

Internet Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

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

Balanced Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

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

Item 29. Management Services.

Inapplicable.

Item 30. Undertakings.

Inapplicable.

<PAGE> 104

SIGNATURES

Pursuant to the requirements 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 the 13th day of July 1999.

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 date
indicated:

<TABLE>

<S> <C> <C>
/s/ Victor Ugolyn
- --------------------------------- Chairman, President and Chief July 13, 1999
Victor Ugolyn Executive Officer

/s/ Phillip G. Goff
- --------------------------------- Principal Financial and Accounting July 13, 1999
Phillip G. Goff Officer

*
- ---------------------------------
Arthur T. Dietz Director July 13, 1999

*
- ---------------------------------
Samuel J. Foti Director July 13, 1999

*
- ---------------------------------
Arthur Howell Director July 13, 1999

*
- ---------------------------------
Lonnie H. Pope Director July 13, 1999

*
- ---------------------------------
William A. Mitchell, Jr. Director July 13, 1999

*
- ---------------------------------
Michael I. Roth Director July 13, 1999

By: /s/ Catherine R. McClellan
------------------------------
(Attorney-in-Fact)
</TABLE>

<PAGE> 1
Exhibit (a)(i)

DECLARATION OF TRUST

QUEST FOR VALUE ACCUMULATION TRUST

THE DECLARATION OF TRUST OF QUEST FOR VALUE ACCUMULATION TRUST is made
the 1st day of March, 1988 by the parties signatory hereto, as trustees (such
persons, so long as they shall continue in office in accordance with the terms
of this Declaration of Trust, and all other persons who at the time in question
have been duly elected or appointed as trustees in accordance with the
provisions of this Declaration of Trust and are then in office, being
hereinafter called the "Trustees").

W I T N E S S E T H:

WHEREAS, the Trustees desire to form a trust fund under the laws of
Massachusetts for the investment and reinvestment of funds contributed thereto;
and

WHEREAS, it is proposed that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest as hereinafter
provided;

NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund to manage and dispose
of the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:

-1-
<PAGE> 2

ARTICLE I

NAME AND DEFINITIONS

1.1. NAME. The name of the trust created hereby (the "Trust") shall be
"Quest For Value Accumulation Trust," and so far as may be practicable the
Trustees shall conduct the Trust's activities, execute all documents and sue or
be sued under that name, which name (and the word "Trust" wherever hereinafter
used) shall refer to the Trustees as trustees, and not individually, and shall
not refer to the officers, agents, employees or shareholders of the Trust.
However, should the Trustees determine that the use of such name is not
advisable, they may select such other name for the Trust as they deem proper and
the Trust may hold its property and conduct its activities under such other
name. Any name change shall become effective upon the execution by a majority of
the then Trustees of an instrument setting forth the new name. Any such
instrument shall have the status of an amendment to this Declaration.

1.2. DEFINITIONS. As used in this Declaration, the following terms
shall have the following meanings:

The terms "Affiliated Person", "Assignment", "Commission", "Interested
Person" and "Principal Underwriter" shall have the meanings given them in the
1940 Act, as amended from time to time.

"Declaration" shall mean this Declaration of Trust as amended from time
to time. References in this Declaration to "Declaration", "hereof", "herein" and
"hereunder" shall be deemed to refer to the Declaration rather than the article
or section in which such words appear.

"Fundamental Policies" shall mean the investment objectives, policies
and restrictions set forth in the Prospectus or Statement of Additional
Information of the Trust and designated therein as policies or restrictions
which may be changed only upon a vote of Shareholders of the Trust.

"Majority Shareholder Vote" means the vote of the holders of: (i) a
majority of Shares represented in person or by proxy and entitled to vote at a
meeting of Shareholders at which a quorum, as determined in accordance with the
By-Laws, is present and (ii) a majority of Shares issued and outstanding and
entitled to vote when action is taken by written consent of Shareholders. For
these purposes, however, the term "majority" shall mean a "majority of the
outstanding voting securities", as the phrase is defined in the 1940 Act, when
any action is required by the 1940 Act by such majority as so defined.

"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.

-2-
<PAGE> 3

"Prospectus" and "Statement of Additional Information" shall mean the
currently effective Prospectus and Statement of Additional Information of the
Trust under the Securities Act of 1933 as amended.

"Series" means one of the separately managed components of the Trust as
set forth in Section 6.1 hereof or as may be established and designated from
time to time by the Trustees pursuant to that section.

"Shares" shall mean the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time and includes fractions of Shares as well as whole shares.

"Shareholders" shall mean as of any particular time all holders of
record of outstanding Shares at such time.

"Trustees" shall mean the signatories to this Declaration of Trust, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who at the time in question have been duly elected or
appointed and have qualified as trustees in accordance with the provisions
hereof and are then in office, and reference in this Declaration of Trust to a
Trustee or Trustees shall refer to such person or persons in their capacity as
trustees hereunder.

"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust or the Trustees.

The "1940 Act" refers to the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, as amended from time to time.

-3-
<PAGE> 4

ARTICLE II

TRUSTEES

2.1. NUMBER OF TRUSTEES. The number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed by a majority of
the Trustees, provided, however that the number of Trustees shall in no event be
less than three nor more than seven.

2.2. ELECTION, TERM. Each Trustee named herein, or elected or appointed
hereafter, shall (except in the event of resignation, removal or vacancy) hold
office until a successor has been elected or appointed and has qualified to
serve as Trustee. Trustees shall have terms of unlimited duration, subject to
the resignation and removal provisions of Section 2.3 hereof. Except as herein
provided and subject to Section 16(a) of the 1940 Act, Trustees need not be
elected by Shareholders, and the Trustees may elect and appoint their own
successors and may, pursuant to Section 2.4 hereof, appoint Trustees to fill
vacancies. The Trustees may adopt By-Laws not inconsistent with this Declaration
or any provision of law to provide for election of Trustees by Shareholders at
such time or times as the Trustees shall determine to be necessary or advisable.
Except for the Trustees named herein, an individual may not commence to serve as
Trustee except if appointed pursuant to a written instrument signed by a
majority of the Trustees then in office or unless elected by Shareholders, and
any such election or appointment shall not become effective until the individual
appointed or elected shall have accepted such election or appointment and agreed
in writing to be bound by the terms of this Declaration of Trust. A Trustee
shall be an individual at least 21 years of age who is not under a legal
disability.

2.3. RESIGNATION AND REMOVAL. Any Trustee may resign his trust (without
need for prior or subsequent accounting) by an instrument in writing signed by
him and delivered to the other Trustees and such resignation shall be effective
upon such delivery, or at a later date according to the terms of the instrument.
Any of the Trustees may be removed (provided the aggregate number of Trustees
after such removal shall not be less than the number required by Section 2.1
hereof) with cause, by action of two-thirds of the remaining Trustees or by the
action of the Shareholders of record of not less than two-thirds of the Shares
outstanding. For purposes of determining the circumstances and procedures under
which such removal by the Shareholders may take place, the provisions of Section
16(c) of the 1940 Act shall be applicable to the same extent as if the trust
were subject to the provisions of that Section. Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of conveying to the Trust or the remaining Trustees any Trust Property held in
the name of the resigning or removed Trustee. Upon the incapacity or death of
any Trustee, his legal representative shall execute and deliver on his behalf
such documents as the remaining Trustees shall require as provided in the
preceding sentence.

2.4. VACANCIES. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal, of a Trustee. No such vacancy shall operate to annul this
Declaration of Trust or to revoke any existing agency created pursuant to

-4-
<PAGE> 5

the terms of this Declaration of Trust. In the case of a vacancy caused by
reason of an increase in the number of Trustees, subject to the provisions of
Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by
the appointment of such other person as they, in their discretion, shall see
fit. An appointment of a Trustee may be made in anticipation of a vacancy to
occur at a later date by reason of retirement, resignation or increase in the
number of Trustees. Whenever a vacancy in the number of Trustees shall occur,
until such vacancy is filled as provided in this Section 2.4, the Trustees in
office, regardless of their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed upon the Trustees by the
Declaration. A written instrument certifying the existence of such vacancy
signed by a majority of the Trustees shall be conclusive evidence of the
existence of such vacancy.

2.5. MEETINGS. Meetings of the Trustees shall be held from time to time
upon the call of the Chairman, if any, the President, the Secretary or any two
Trustees of the Trust. Regular meetings of the Trustees may be held without call
or notice at a time and place fixed by the By-Laws or by reason of the Trustees.
Notice of any other meeting shall be mailed or otherwise given not less than 48
hours before the meeting but may be waived in writing by any Trustee either
before or after such meeting. The attendance of a Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a Trustee attends a
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting has not been lawfully called or convened. The
Trustees may act with or without a meeting. A quorum for all meetings of the
Trustees shall be a majority of the Trustees. Unless provided otherwise in this
Declaration of Trust or by applicable law, any action of the Trustees may be
taken at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consents of all of the Trustees.

Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. a quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.

With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust within the meaning of
Section 1.2 hereof or otherwise interested in any action to be taken may be
counted for quorum purposes under this Section and shall be entitles to vote to
the extent permitted by the 1940 Act.

All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to such
communications systems shall constitute presence in person at such meeting.

2.6. OFFICERS. The Trustees shall annually elect a President, a
Secretary and a Treasurer and may elect a Chairman. The Trustees may elect or
appoint or authorize the Chairman, if any, or President to appoint such other
officers or agents with such powers as the Trustees may deem

-5-
<PAGE> 6

to be advisable. The Chairman and President shall be and the Secretary and
Treasurer may, but need not, be a Trustee.

2.7. BY-LAWS. The Trustees may adopt and from time to time amend or
repeal the By-Laws for the conduct of the business of the Trust.

2.8. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by power
of attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees; provided that in no case shall less than
two Trustees personally exercise the powers granted to the Trustees under the
Declaration except as herein otherwise expressly provided.

-6-
<PAGE> 7

ARTICLE III

POWERS OF TRUSTEES

3.1. GENERAL. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same extent as
if the Trustees were the sole owners of the Trust Property and business in their
own right, but with such powers of delegation as may be permitted by this
Declaration. The Trustees may perform such acts as in their sole discretion are
proper for conducting the business of the Trust. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid power. Such powers
of the Trustees may be exercised without order of or resort to any court.

3.2. INVESTMENTS. The Trustees shall have power, subject to the
Fundamental Policies, to:

(a) conduct, operate and carry on the business of an investment
company;

(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of securities and other investments and assets of whatever
kind, or retain Trust assets in cash and from time to time change the
investments of the assets of the Trust, and exercise any and all rights, powers
and privileges of ownership or interest in respect of any and all such
investments and assets of every kind and description, including, without
limitation, the right to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms, associations or corporations to
exercise any of said rights, powers and privileges in respect of any of said
investments and assets.

The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.

3.3. LEGAL TITLE. Legal title to all Trust Property shall be vested in
the Trustees as joint tenants, except that the Trustees shall have power to
cause legal title to any Trust Property to be held by or in the name of one or
more of the Trustees, or in the name of the Trust, or in the name of any other
Person as nominee, on such terms as the Trustees may determine, provided that
the interest of the Trust therein is appropriately protected.

The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee. Upon
the resignation, removal or death of a Trustee he shall automatically cease to
have any right, title or interest in any of the Trust Property, and the right,
title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered.

-7-
<PAGE> 8

3.4. ISSUANCE AND REPURCHASE OF SECURITIES. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in, Shares, including shares
in fractional denominations, and, subject to the more detailed provisions set
forth in Articles VIII and IX, to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds or property of the
Trust whether capital or surplus or otherwise, to the full extent now or
hereafter permitted by the laws of the Commonwealth of Massachusetts governing
business corporations.

3.5. BORROW MONEY; LEND ASSETS. Subject to the Fundamental Policies,
the Trustees shall have power to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting as security the
assets of the Trust, including the lending of portfolio securities, and to
endorse, guarantee or undertake the performance of any obligation, contract or
engagement of any other Person and to lend Trust assets.

3.6. DELEGATION; COMMITTEES. The Trustees shall have power, consistent
with their continuing exclusive authority over the management of the Trust and
the Trust Property, to delegate from time to time to such of their number or to
officers, employees or agents of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or names of the
Trustees or otherwise as the Trustees may deem expedient, to the same extent as
such delegation is permitted to directors of a Massachusetts business
corporation and is permitted by the 1940 Act.

3.7. COLLECTION AND PAYMENT. The Trustees shall have power to collect
all property due to the Trust; and to pay all claims, including taxes, against
the Trust Property; to prosecute, defend, compromise or abandon any claims
relating to the Trust Property; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust, and to enter
into releases, agreements and other instruments.

3.8. EXPENSES. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration of Trust, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees and Trustees.
The Trustees may pay themselves such compensation for special services,
including legal, underwriting, syndicating and brokerage services, as they in
good faith may deem reasonable and reimbursement for expenses reasonably
incurred by themselves on behalf of the Trust.

3.9. MISCELLANEOUS POWERS. The Trustees shall have the power to (a)
employ or contract with such Persons as the trustees may deem desirable for the
transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) remove
Trustees or fill vacancies in or add to their number, elect and remove such
officers and appoint and terminate such agents or employees as they consider
appropriate, and appoint from their own number, and terminate, any one or more
committees which may exercise some or all of the power and authority of the
Trustees as the Trustees may determine; (d) purchase, and pay for out of Trust
Property, insurance policies insuring the Shareholders,

-8-
<PAGE> 9

Trustees, officers, employees, agents, investment advisors, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the poser to indemnify such
Person against such liability; (e) establish pension, profit-sharing, share
purchase and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) make donations, irrespective of
benefit to the Trust, for charitable, religious, educational, scientific, civic
or similar purposes; (g) to the extent permitted by law, indemnify any Person
with whom the Trust has dealings, including the investment adviser, distributor,
transfer agent and selected dealers, to such extent as the Trustees shall
determine; (g) guarantee indebtedness or contractual obligations of others; (i)
determine and change the fiscal year of the Trust and the method in which its
accounts shall be kept; (j) adopt a seal for the Trust, but the absence of such
seal shall not impair the validity of any instrument executed on behalf of the
Trust; and (k) call for meetings of Shareholders as may be necessary or
appropriate.

3.10. FURTHER POWERS. The Trustees shall have power to conduct the
business of the trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts;
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions; agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court order to deal
with the Trust Property.

3.11. PRINCIPAL TRANSACTIONS. Except in transactions permitted by the
1940 Act or any rule or regulation thereunder, or any order of exemption issued
by the Commission, or effected to implement the provisions of any agreement to
which the Trust is a party, the Trustees shall not knowingly, on behalf of the
Trust, buy any securities (other than Shares) from or sell any securities (other
than Shares) to, or lend any assets of the Trust to, any Trustee or officer of
the Trust or any firm of which any such Trustee or officer is a member acting as
principal, or have any such dealings with any investment advisor, distributor or
transfer agent or with any Affiliated Person of such firm, but the Trust may
employee any such Person or firm or company in which such Person is an
Interested Person, as broker, legal counsel, registration transfer agent,
dividend disbursing agent or custodian upon customary terms.

3.12. LITIGATION. The Trustees shall have the power to engage in and to
prosecute, defined, compromise, abandon, or adjust, by arbitration or otherwise,
any actions, suites, proceedings, disputes, claims and demands relating to the
Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims
or expenses incurred in connection therewith, including those of litigation, and
such power shall include without limitation the power of the Trustees or any
appropriate committee thereof, in the exercise of their or its good faith
business judgment, to dismiss any action, suit, proceeding, dispute, claim or
demand, derivative or otherwise, brought

-9-
<PAGE> 10

by any person, including a Shareholder in its own name or the name of the Trust,
whether or not the Trust or any of the Trustees may be named individually
therein or the subject matter arises by reason of business for or on behalf of
the Trust.

-10-
<PAGE> 11

ARTICLE IV

MANAGEMENT AND DISTRIBUTION ARRANGEMENTS

4.1. MANAGEMENT ARRANGEMENTS. Subject to approval by a Majority
Shareholder Vote, the Trustees may in their discretion from time to time enter
into advisory, administration or management contracts whereby the other party to
such contract shall undertake to furnish such advisory, administrative,
management, accounting, legal, statistical and research facilities and services,
promotional or marketing activities, and such other facilities and services, if
any, as the Trustees shall from time to time consider desirable and all upon
such terms and conditions as the Trustees may in their discretion determine.
Notwithstanding any provisions of this Declaration of Trust, the Trustees may
authorize any adviser, administrator or manager (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of portfolio securities of the Trust on
behalf of the Trustees or may authorize any officer, employee or Trustee to
effect such purchases, sales, loans or exchanges pursuant to recommendations of
any such adviser, administrator or manager (all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be deemed to
have been authorized by all of the Trustees. The Trustees may, in their sole
discretion, call a meeting of Shareholders in order to submit to a vote of
Shareholders at such meeting the approval or continuance of any such investment
advisory, management or other contract. If the Shareholders of any one or more
of the Series of the Trust should fail to approve any such investment advisory
or management contract, the Investment Adviser may nonetheless serve as
Investment Adviser with respect to any Series whose Shareholders approved such
contract.

4.2. ADMINISTRATIVE SERVICES. The Trustees may in their discretion from
time to time contract for administrative personnel and services whereby the
other party shall agree to provide to the Trustees or the Trust administrative
personnel and services to operate the Trust on a daily or other basis on such
terms and conditions as the Trustees may in their discretion determine. Such
services may be provided by one or more persons or entities.

4.3. DISTRIBUTION ARRANGEMENTS. The Trustees may in their discretion
from time to time enter into a contract, providing for the sale of the Shares of
the Trust to net the Trust not less than the par value per share, whereby the
Trust may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. Such contract may also
provide for the repurchase or sale of Shares by such other party as principal or
as agent of the Trust and may provide that such other party may enter into
selected dealer agreements with registered securities dealers to further the
purpose of the distribution or repurchase of the Shares. The contract shall be
on such terms and conditions as the Trustees may in their direction determine
not inconsistent with the provisions of this Article IV or the By-Laws.

4.4. PARTIES TO CONTRACT. Any contract of the character described in
Sections 4.1, 4.2 or 4.3 of this Article IV, or in Article VI or in Article VII
hereof, may be entered into with any corporation, firm, trust, or association,
although one or more of the Trustees or offices of the Trust may be an officer,
director, Trustee, shareholder, employee or member of such other party

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to the contract, and no such contract shall be invalidated or rendered voidable
by reason of the existence of any such relationship, nor shall any person
holding such relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of said contract or
accountable for any profit realized directly or indirectly therefrom, provided
that the contract when entered into was reasonable and fair and not inconsistent
with the provisions of this Article IV or the By-Laws. The same person
(including a firm, corporation, trust or association) may be the other party to
contracts entered into pursuant to Sections 4.1, 4.2 or 4.3 above or Article VI
or VII, and any individual may be financially interested or otherwise affiliated
with Persons who are parties to any or all of the contracts mentioned in this
Section 4.4.

4.5. PROVISIONS AND AMENDMENTS. Any contract entered into pursuant to
Sections 4.1, 4.2 or 4.3 of this Article IV shall be consistent with and subject
to all applicable requirements of the 1940 Act with respect to its adoption,
continuance, termination and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract entered into
pursuant to such sections shall be effective unless entered into in accordance
with applicable provisions of the 1940 Act.

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ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

5.1. NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC. No
Shareholder, as such, shall be subject to any personal liability whatsoever to
any Person in connection with Trust Property or the acts, obligations or affairs
of the Trust. No Trustee, officer, employee or agent of the Trust shall be
subject to any personal liability whatsoever to any Person, other than the Trust
or its Shareholders, in connection with Trust Property or the affairs of the
Trust, and all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust. If any Shareholder, Trustee, officer, employee or agent, as such, of
the Trust, is made a party to any suit or proceeding to enforce any such
liability, he shall not on account thereof be held to any personal liability.
The Trust shall indemnify and hold each Shareholder harmless from and against
all claims and liabilities to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall reimburse such
Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability; provided that Shareholders of a
particular Series who are subject to claims or liabilities solely by reason of
their status as Shareholders of that Series shall be limited to the assets of
that Series for recovery of any loss and related expenses. The rights accruing
to a Shareholder under this Section 5.1 shall not exclude any other right to
which such Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not specifically provided
herein.

5.2. NON-LIABILITY OF TRUSTEES, ETC. No Trustee, officer, employee or
agent of the Trust shall be liable to the Trust, its Shareholders or to any
Shareholder, Trustee, officer, employee or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his own
bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties.

5.3. INDEMNIFICATION. The Trustees shall provide for indemnification by
the Trust of any person who is, or has been a Trustee, officer, employee or
agent of the Trust against all liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent and against amounts paid or
incurred by him in the settlement thereof, in such manner as the Trustees may
provide from time to time in the By-Laws.

The words "claim", "action", "suit" or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

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5.4. NO BOND REQUIRED OF TRUSTEES. No Trustee, as such, shall be
obligated to give any bond or surety or other security for the performance of
any of his duties hereunder.

5.5. NO DUTY OF INVESTIGATION; NOTICE IN TRUST, INSTRUMENTS, ETC. No
purchase, lender, transfer agent or other person dealing with the Trustees or
any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking, and every other
act or thing whatsoever executed in connection with the Trust shall be
conclusively taken to have been executed or done by the executors thereof only
in their capacity as Trustees under this Declaration of Trust or in their
capacity as officers, employees or agents of the Trust. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking made or issued by the Trustees or by any officers,
employees or agents of the Trust, in their capacity as such, shall contain an
appropriate recital to the effect that the writing is executed or made by them
not individually, but as Trustees under the Declaration that the Shareholders,
Trustees, officers, employees and agents of the Trust shall not personally be
bound by or liable thereunder, nor shall resort be had to their private property
for the satisfaction of any obligation or claim thereunder but only to the Trust
Estate or, in the case of any such obligation which relates only to a specific
Series, only to the property of such Series, and appropriate references shall be
made therein to the Declaration of the Trust, and may contain any further
recital which they may deem appropriate, but the omission of such recital shall
not operate to impose personal liability on any of the Trustees, Shareholders,
officers, employees or agents of the Trust. The Trustees may maintain insurance
for the protection of the Trust Property, its Shareholders, officers, employees
and agents in such amount as the Trustees shall deem adequate to cover possible
tort liability, and such other insurance as the Trustees in their sole judgment
shall deem advisable.

5.6. RELIANCE ON EXPERTS, ETC. Each Trustee and officer or employee of
the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance on good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by any investment adviser, distributor, transfer
agent, selected dealers, accountants, appraisers or other experts or consultants
selected with reasonable care by the Trustees, officers or employees of the
Trust, regardless of whether such counsel or expert may also be a Trustee.

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ARTICLE VI

SHARES OF BENEFICIAL INTEREST

6.1. BENEFICIAL INTEREST. The interest of the beneficiaries hereunder
shall be divided into transferable shares of beneficial interest, with par value
$.01 per share. The number of such shares of beneficial interest authorized
hereunder is unlimited. The Trustees may initially issue whole and fractional
shares of a single class, each of which shall represent an equal proportionate
share in the Trust with each other Share. As provided by the provisions of
Section 6.9 hereof, the Trustees may authorize the creation of series of shares
(the proceeds of which may be invested in separate, independently managed
portfolios) and additional classes of shares within any series. All Shares
issued hereunder including, without limitation, Shares issued in connection with
a dividend in Shares or a split of Shares, shall be fully paid and
nonassessable.

6.2. RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of their ownership of Shares. The shares shall be personal property
giving only the rights in this Declaration specifically set forth. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights (except for rights of appraisal specified in Section 11.4 and as
the Trustees may determine with respect to any series or class of Shares).

6.3. TRUST ONLY. It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partner or members of a
joint stock association.

6.4. ISSUANCE OF SHARES. The Trustees, in their discretion, may from
time to time without a vote of the Shareholders issue Shares, in addition to the
then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount not less than par value and type of
consideration, including cash or property, at such time or times, and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to and in connection with the
assumption of, liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares. The Trustees may from time to
time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.

6.5. REGISTER OF SHARES. A register shall be kept at the Trust or a
transfer agent duly appointed by the Trustees under the direction of the
Trustees which shall contain the names and

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addresses of the Shareholders and the number of Shares held by them respectively
and a record of all transfers thereof. Such register shall be conclusive as to
who are the holders of the Shares and who shall be entitled to receive dividends
or distributions or otherwise exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein provided, until he has
given his address to a transfer agent or such other officer or agent of the
Trustees as shall keep the said register for entry thereon. It is not required
that certificates be issued for the Shares; however, the Trustees, in their
discretion, may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use.

6.6. TRANSFER AGENT AND REGISTRAR. The Trustee shall have power to
employee a transfer agent or transfer agents, and a registrar or registrars. The
transfer agent or transfer agents may keep the said register and record therein
the original issues and transfers, if any, of the said Shares. Any such transfer
agent and registrars shall perform the duties usually performed by transfer
agents and registrars of certificates of stock in a corporation, except as
modified by the Trustees.

6.7. TRANSFER OF SHARES. Shares shall be transferable on the records of
the Trust only by the record holder thereof or by his agent thereto duly
authorized in writing, upon delivery to the Trustees or a transfer agent of the
Trust of a duly executed instrument of transfer together with such evidence of
the genuineness of each such execution and authorization and of other matters as
may reasonably be required. Upon such delivery the transfer shall be recorded on
the register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereof and
neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.

Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or a transfer
agent of the Trust, but until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereof and
neither the Trustees nor any transfer agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.

6.8. TREASURY SHARES. Shares held in the treasury shall, until
reissued, not confer any voting rights on the Trustees, nor shall such Shares be
entitled to any dividends or other distributions declared with respect to the
Shares.

6.9. SERIES DESIGNATION. The Trustees, in their discretion, may
authorize the division of Shares into two or more series or two or more classes,
and the different series or classes shall be established and designated, and the
variations in the relative rights and preferences as between the different
series or classes shall be fixed and determined, by the Trustees; provided, that
all Shares shall be identical except that there may be variations so fixed and
determined between different series or classes as to investment objective,
purchase price, right of redemption, special and relative rights as to dividends
and on liquidation and conversion rights, and the several series

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or classes shall have separate voting rights, as set forth in Section 10.1 of
this Declaration. All references to Shares in this Declaration shall be deemed
to be shares of any or all series and classes as the context may require.

If the Trustees shall divide the Shares of the Trust into two or more
series or two or more classes, the following provisions shall be applicable:

(a) The number of authorized Shares and the number of Shares
of each series or of each class that may be issued shall be unlimited.
The Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any series or class into one
or more series or one or more classes that may be established and
designated from time to time. The Trustees may hold as treasury shares
(of the same or some other series or class), reissue for such
consideration and on such terms as they may determine, or cancel any
shares of any series or any class reacquired by the Trust at their
discretion from time to time.

(b) The power of the Trustees to invest and reinvest the Trust
Property shall be governed by Section 3.2 of this Declaration with
respect to any one or more series which represents the interests in the
assets of the Trust immediately prior to the establishment of two or
more series and the power of the Trustees to invest and reinvest assets
applicable to any other series shall be the same, except as otherwise
set forth in the instrument of the Trustees establishing such series
which is hereinafter described.

(c) All consideration received by the Trust for the issue or
sale of Shares of a particular series or class, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that series
or class for all purposes, subject only to the rights of creditors and
except as may otherwise be required by applicable tax laws, and shall
be so recorded upon the books of account of the Trust. In the event
that there are any assets, income, earnings, profits and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular series or class, the Trustees shall
allocate them among any one or more of the series or classes
established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable. Each
such allocation by the Trustees shall be conclusive and binding upon
the Shareholders of all series or classes for all purposes.

(d) The assets belonging to each particular series shall be
charged with the liabilities of the Trust in respect of that series and
all expenses, costs, charges and reserves attributable to that series.
All expenses and liabilities incurred or arising in connection with a
particular Series, or in connection with the

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management thereof, shall be payable solely out of the assets of that
Series and creditors of a particular Series shall be entitled to look
solely to the property of such Series for satisfaction of their claims.
Any general liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular
series shall be allocated and charged by the Trustees to and among any
one or more of the series established and designated and designated
from time to time in such manner and on such basis as the Trustees in
their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all series for all
purposes. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items are capital;
and each such determination and allocation shall be conclusive and
binding upon the Shareholders.

(e) The power of the Trustees to pay dividends and make
distribution shall be governed by Section 9.2 of this Declaration with
respect to any one or more series or classes which represents the
interests in the assets of the Trust immediately prior to the
establishment of two or more series or classes. With respect to any
other series or class, dividends and distributions on Shares of a
particular series or class may be paid with such frequency as the
Trustees may determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, to the holders of Shares of
that series or class, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series or class,
as the Trustees may determine, after providing for actual and accrued
liabilities belonging to that series or class. All dividends and
distributions on Shares of a particular series or class shall be
distributed pro rata to the holders of that series or class in
proportion to the number of Shares of that series or class held by such
holders at the date and time of record established for the payment of
such dividends or distributions.

(f) Subject to the requirements of the 1940 Act, particularly
Section 18(f) and Rule 18f-2 thereunder, the Trustees shall have the
power to determine the designations, preferences, privileges,
limitations and rights of each class and series of Shares.

(g) Subject to compliance with the requirements of the 1940
Act, the Trustees shall have the authority to provide that the holders
of Shares of any series or class shall have the right to convert or
exchange said Shares into Shares of one or more series of Shares in
accordance with such requirements and procedures as may be established
by the Trustees.

(h) The establishment and designation of any series or class
of Shares shall be effective upon the execution by a majority of the
then Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such series or
class, or as otherwise provided in such

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instrument. At any time that there are no Shares outstanding of any
particular series or class previously established and designated, the
Trustees may by an instrument executed by a majority of their number
abolish that series or class and the establishment and designation
thereof. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.

(i) In the event of the liquidation of a particular series,
the Shareholders of that series which has been established and
designated, and which is being liquidated shall be entitled to receive,
when and as declared by the Trustees, the excess of the assets
belonging to that series over the liabilities belonging to that series.
The holders of Shares of any series shall not be entitled hereby to any
distribution upon liquidation of any other series. The assets so
distributable to the Shareholders of any series shall be distributed
among such Shareholders in proportion to the number of Shares of that
series held by them and recorded on the books of the Trust. The
liquidation of any particular series in which there are Shares then
outstanding may be authorized by an instrument in writing, without a
meeting, signed by a majority of the Trustees then in office, subject
to the approval of a majority of the outstanding voting securities of
that series, as that phase is defined in the 1940 Act.

6.10. NOTICES. Any and all notices to which any Shareholder hereunder
may be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of record at his
last known address as recorded on the register of the Trust.

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ARTICLE VII

CUSTODIAN

7.1. APPOINTMENT AND DUTIES. The Trustees shall at all times employ a
custodian or custodians, meeting the qualifications for custodians contained in
the 1940 Act, as custodian with authority as its agent, but subject to such
restrictions, limitations and other requirements, if any, as may be contained in
the By-Laws of the Trust and the 1940 Act, for purposes of maintaining custody
of the Trust's securities and similar investments.

7.2. CENTRAL DEPOSITARY SYSTEM. Subject to applicable rules,
regulations and orders, the Trustees may direct the custodian to acquire and
hold securities in the book-entry system for United States government securities
or to deposit or hold all or any part of the securities and similar investments
owned by the Trust in a system for the central handling of securities pursuant
to which all securities of any particular class or series of any issuer
deposited or held within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities.

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ARTICLE VIII

REDEMPTION

8.1 REDEMPTIONS. All outstanding Shares may be redeemed at the option
of the holders thereof, upon and subject to the terms and conditions provided in
this Article VIII. The Trust shall, upon application of any Shareholder or
pursuant to authorization from any Shareholder, redeem or repurchase from such
Shareholder for cash or in-kind outstanding Shares for an amount per share
determined by the application of a formula adopted for such purpose by
resolution of the Trustees (which formula shall be consistent with applicable
provisions of the 1940 Act); provided that (a) such amount per Share shall not
exceed the cash equivalent of the proportionate interest of each Share in the
assets of the Trust at the time of the purchase or redemption and (b) if so
authorized by the Trustees, the Trust may, at any time and from time to time,
charge fees for effecting such redemption, at such rates as the Trustees may
establish, as and to the extent permitted under the 1940 Act, and may, at any
time and from time to time, pursuant to such Act or an order thereunder, suspend
such right of redemption. The procedures for effecting redemption shall be as
set forth in the Prospectus and the Statement of Additional Information, as
amended from time to time.

8.2. REDEMPTION OF SHARES; DISCLOSURE OF HOLDING. If the Trustees
shall, at any time and in good faith, be of the opinion that direct or indirect
ownership of Shares or other securities of the Trust has or may become
concentrated in any person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed equitable by them (i) to call
for redemption a number, or principal amount, of Shares or other securities of
the Trust sufficient, in the opinion of the Trustees, to maintain or bring the
direct or indirect ownership of Shares or other securities of the Trust into
conformity with the requirements of such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust in question would in
the opinion of the Trustees result in such disqualification. The redemption
shall be effected at a redemption price determined in accordance with Section
8.1.

The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other taxing authority.

8.3. REDEMPTIONS OF ACCOUNT OF LESS THAN $500. The Trustees shall have
the power to redeem shares at a redemption price determined in accordance with
Section 8.1 if at any time the total investment in a Shareholder account does
not have a value of at least $500 (or such lesser amount as the Trustees may
determine); provided, however, that the Trustees may not exercise such power
with respect to Shares if the Prospectus does not describe such power (and
applicable amount). In the event the Trustees determine to exercise their power
to redeem Shares provided in this Section 8.3., shareholders shall be notified
that the value of their account is less than $500

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(or such lesser amount as determined above) and allowed to reasonable period of
time to make and additional investment before the redemption is effected.

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ARTICLE IX

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

9.1. NET ASSET VALUE. The net asset value of each outstanding Share of
the Trust shall be determined in such manner and at such time or times on such
days as the Trustees may determine, in accordance with applicable provisions of
the 1940 Act, as described from time to time in the Trust's currently effective
Prospectus and Statement of Additional Information. The power and duty to make
the daily calculations may be delegated by the Trustees to the adviser,
administrator, manager, custodian, transfer agent or such other person as the
Trustees may determine. The Trustees may suspend the daily determination of net
asset value to the extent permitted by the 1940 Act.

9.2. DISTRIBUTIONS TO SHAREHOLDERS. The Trustees shall from time to
time distribute ratably among the Shareholders such proportion of the net
profits, including net income, surplus (including paid-in surplus), capital or
assets held by the Trustees as they may deem proper. Such distribution shall be
made in cash or Shares, and the Trustees may distribute ratably among the
Shareholders additional Shares issuable hereunder in such manner, at such times,
and on such terms as the Trustees may deem proper. Such distributions may be
among the Shareholders of record at the time of declaring a distribution or
among the Shareholders of record at such later date as the Trustees shall
determine. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Trust or to meet
obligations of the Trust, or as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the business.
The Trustees may adopt and offer to Shareholders such dividend reinvestment
plan, cash dividend payout plans or related plans as the Trustees shall deem
appropriate.

Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of the Trust,
the above provisions shall be interpreted to give the Trustees the power in
their discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.

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ARTICLE X

SHAREHOLDERS VOTING AND REPORTS

10.1. VOTING. The Shareholders shall have power to vote only (i) for
the election of Trustees as provide in Article II hereof, (ii) for the removal
of Trustees as provided in Section 2.3 hereof; (iii) with respect to any
investment advisory, management or other contract as provided in Section 4.1
hereof, (iv) with respect to termination of the Trust as provided in Section
11.2 hereof, (v) with respect to any amendment of the Declaration to the extent
and as provided in Section 11.3 hereof, (vi) with respect to any merger,
consolidation or sale of assets as provided in Section 11.4 hereof, (vii) with
respect to incorporation of the Trust to the extent and as provided in Section
11.5 hereof, (viii) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or Shareholders, provided that Shareholders of a Series
are not entitled to vote with respect to a matter which does not affect that
Series, and (ix) with respect to such additional matters relating to the Trust
as may be required by law, the Declaration, the By-Laws or any registration
statement of the Trust filed with any federal or state regulatory authority, or
as and when the Trustees may consider necessary or desirable. Each whole Share
shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional Share shall be entitled to a proportionate fractional vote,
except that Shares held in the treasury of the Trust as of the record date, as
determined in accordance with the By-Laws, shall not be voted. A Majority
Shareholder Vote shall be sufficient to take or authorize action upon any matter
except as otherwise provided herein. There shall be no cumulative voting in the
election of Trustees. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law, the Declaration
or the By-Laws to be taken by Shareholders.

In the event of the establishment of series or classes as contemplated
by Section 6.9, Shareholders of each such series or class shall, with respect to
those matters upon which Shareholders are entitled to vote, be entitled to vote
only on matters affecting such series or class, and voting shall be by series or
class and require a Majority Shareholder vote of each series or class that would
be affected by such matter, except that all Shares (regardless of series or
class) shall be voted as a single voting class, or a Majority Shareholder Vote
of each series or class shall be necessary, where required by applicable law.
Except as otherwise required by law, any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting if
Shareholders constituting a Majority Shareholder Vote consent to the action in
writing and such consents are filed with the records of the Trust. Such consents
shall be treated for all purposes as votes taken at a meeting of Shareholders.
The By-Laws may include further provisions for Shareholders' votes and meetings
and related matters not inconsistent with the Declaration.

10.2. REPORTS. The Trustees shall transmit to Shareholders such written
financial reports of the operations of the Trust, including financial statements
certified by independent public accountants, as may be required under applicable
law.

-24-
<PAGE> 25

ARTICLE XI

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.

11.1. DURATION. Subject to possible termination in accordance with the
provisions of Section 11.2 hereof, the Trust created hereby shall continue
without limitation of time.

11.2. TERMINATION OF TRUST.

(a) The Trust may be terminated (i) by a Majority Shareholder
Vote at any meeting of Shareholders, (ii) by an instrument in writing,
without a meeting, signed by a majority of the Trustees and consented
to by holders constituting a Majority Shareholder Vote or (iii) by the
Trustees by written notice to the Shareholders. Upon the termination of
the Trust,

(i) The Trust shall carry on no business except for
the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the
affairs of the Trust and all of the powers of the Trustees
under this Declaration shall continue until the affairs of the
Trust shall have been wound up, including the power to fulfill
or discharge the contracts of the Trust, collect its assets,
sell, convey, assign, exchange, transfer or otherwise dispose
of all or any part of the remaining Trust Property to one or
more persons at public or private sale for consideration which
may consist in whole or in part of cash, securities or other
property of any kind, discharge or pay its liabilities, and do
all other acts appropriate to liquidate its business; provided
that any sale, conveyance, assignment, exchange, transfer or
other disposition of all or substantially all the Trust
Property shall require approval as set forth in Section 11.4.

(iii) After paying or adequately providing for the
payment of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements, as they deem necessary
for their protection, the Trustees may distribute the
remaining Trust Property, in cash or in kind or partly each,
among Shareholders according to their respective rights.

(b) After termination of the Trust and distribution to
Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust an instrument in
writing setting forth the fact of such termination, and the Trustees
shall thereupon be discharged from all further

-25-
<PAGE> 26

liabilities and duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease.

11.3. AMENDMENT PROCEDURE.

(a) This Declaration may be amended by vote of the Shareholders. The
Trustees may also amend this Declaration without the vote or consent of
Shareholders to change the name of the Trust, to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision hereof,
or if they deem it necessary or desirable to conform this Declaration to the
requirements of applicable federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code, but the Trustees shall not be liable for failing so to do.

(b) No amendment may be made, under Section 11.3(a) above, which would
change any rights with respect to any Shares of the Trust by reducing the amount
payable thereon upon liquidation of the Trust or by diminishing or eliminating
any voting rights pertaining thereto, except with the vote or consent of
affected Shareholders. Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from personal liability of
the Shareholders, Trustees, officers, employees and agents of the Trust or to
permit assessments upon Shareholders.

(c) a certification in recordable form signed by a majority of the
Trustees or by the Secretary or any Assistant Secretary of the Trust, setting
forth an amendment and reciting that it was duly adopted by the Shareholders or
by the Trustees as aforesaid or a copy of the Declaration, as amended, in
recordable form, and executed by a majority of the Trustees, shall be conclusive
evidence of such amendment when lodged among the records of the Trust.

11.4. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust may merge or
consolidate with any other corporation, association, trust or other organization
or may sell, lease or exchange all or substantially all of the Trust Property,
including its good will, upon such terms and conditions and for such
consideration when and as authorized by a Majority Shareholder Vote, and any
such merger, consolidation, sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. In respect of any such merger, consolidation,
sale or exchange of assets, any Shareholder shall be entitled to rights of
appraisal of his Shares to the same extent as a shareholder of a Massachusetts
business corporation in respect of a merger, consolidation, sale or exchange of
assets of a Massachusetts business corporation, and such rights shall be his
exclusive remedy in respect of his dissent from any such action.

11.5. INCORPORATION. Upon a Majority Shareholder Vote, the Trustees may
cause to be organized or assist in organizing a corporation or corporations
under the laws of any jurisdiction or any other trust, partnership, association
or other organization to take over all of the Trust Property or to carry on any
business in which the Trust shall directly or indirectly have any interest, and
to sell, convey and transfer the Trust Property to any such corporation, trust,
association or organization in exchange for shares or securities thereof or
otherwise, and to lend money to, subscribe for shares or securities of, and
enter into any contracts with any such

-26-
<PAGE> 27

corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
holds or is about to acquire shares or any other interest. The Trustees may also
cause a merger or consolidation between the Trust or any successor thereto and
any such corporation, trust, partnership, association or other organization if
and to the extent permitted by law. Nothing contained herein shall be construed
as requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property to such organizations or entities.

-27-
<PAGE> 28

ARTICLE XII

MISCELLANEOUS

12.1. FILING. This Declaration and all amendments hereto shall be filed
in the office of the Secretary of the Commonwealth of Massachusetts and in such
other places as may be required under the laws of Massachusetts and may also be
filed or recorded in such other places as the Trustees deem appropriate. Each
amendment so filed shall be accompanied by a certificate signed and acknowledged
by a Trustee stating that such action was duly taken in a manner provided
herein, and unless such amendment or such certificate sets forth some later time
for the effectiveness of such amendment, such amendment shall be effective upon
its filing. A restated Declaration, containing the original Declaration and all
amendments theretofore made, may be executed form time to time by a majority of
the Trustees and shall, upon filing with the Secretary of the Commonwealth of
Massachusetts, be conclusive evidence of all amendments contained therein and
may thereafter be referred to in lieu of the original Declaration and the
various amendments thereto.

12.2. RESIDENT AGENT. The Trust hereby appoints CT Corporation System
as its resident agent in the Commonwealth of Massachusetts, whose post office
address is 2 Oliver Street, Boston, Massachusetts 02109.

12.3. GOVERNING LAW. This Declaration is executed by the Trustees and
delivered in the Commonwealth of Massachusetts and with reference to the laws
thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said State and reference shall be specifically made to the business
corporation law of the Commonwealth of Massachusetts as to the construction of
matters not specifically covered herein or as to which an ambiguity exists.

12.4. COUNTERPARTS. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.

12.5. RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records of the Trust, or of any recording
office in which this Declaration may be recorded, appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any person dealing with the
Trustees and their successors.

-28-
<PAGE> 29

12.6. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with 1940 Act, the regulated investment
company provisions of the Internal Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be
deemed never to have constituted a part of this Declaration; provided,
however, that such determination shall not affect any of the remaining
provisions of this Declaration or render invalid or improper any action
taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any
other jurisdiction or any other provision of this Declaration in any
jurisdiction.

IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

/s/ JOHN W. BELASH
------------------------------------
John W. Belash as Trustee and not
individually
101 Park Avenue
New York New York 10178

/s/ STUART STRAUSS
------------------------------------
Stuart M. Strauss as Trustee and not
individually
101 Park Avenue
New York, New York 10178

-29-
<PAGE> 30

State of New York),
: SS:
County of New York),

On the 1st day of March, 1988, JOHN W. BELASH and STUART M. STRAUSS,
known to me and known to be the individuals described in and who executed the
foregoing instrument, personally appeared before me and they severally
acknowledged the foregoing instrument to be their free act and deed.

/s/ MINDY BROCKMAN
--------------------------
Notary Public

-30-
<PAGE> 31

IN WITNESS WHEREOF, the undersigned has executed this instrument this
2nd date of March, 1988.

/s/ DAVID M. ELWOOD
----------------------------
, as Trustee
and not individually
One Federal Street
Boston, MA 02110

-31-

<PAGE> 1
EXHIBIT (A)(II)

QUEST FOR VALUE ACCUMULATION TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES
OF SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01

The undersigned, being a majority of the Trustees of Quest for Value
Accumulation Trust, a Massachusetts business trust (the "Trust") acting pursuant
to Section 6.9 of the Declaration of Trust dated March 1, 1988, hereby create,
as of this date, the first series of the Trust (herein referred to as the
"Portfolios").

1. The Portfolios shall be designated as follows:

- Equity Portfolio
- Small Cap Portfolio
- Managed Portfolio
- Bond Portfolio
- Money Market Portfolio

2. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any series now or hereafter created, or to otherwise change
the special and relative rights of any such series provided that such change
shall not adversely affect the rights of shareholders of a series.

/s/ JOSEPH M. LA MOTTA
- ------------------------------
Joseph M. La Motta, as Trustee
Address:
RR 2, Box 177A
Pound Ridge, NY 10576

- -----------------------------
Thomas W. Courtney, as Trustee
Address:
P.O. Box 580
Sewickley, PA 15143

- -----------------------------
Lacy B. Herrmann, as Trustee
Address:
200 Park Avenue, Suite 4515
New York, NY

<PAGE> 2

QUEST FOR VALUE ACCUMULATION TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES
OF SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01

1. The Portfolios shall be designated as follows:

- Equity Portfolio
- Small Cap Portfolio
- Managed Portfolio
- Bond Portfolio
- Money Market Portfolio

- -----------------------------
Joseph M. La Motta, as Trustee
Address:
RR 2, Box 177A
Pound Ridge, NY 10576

/s/ THOMAS W. COURTNEY
- ------------------------------
Thomas W. Courtney, as Trustee
Address:
P.O. Box 580
Sewickley, PA 15143

- -----------------------------
Lacy B. Herrmann, as Trustee
Address:
200 Park Avenue, Suite 4515
New York, NY
<PAGE> 3

State of New York), : SS:

County of New York),

On the _______ day of July, 1989, before me personally appeared Joseph
M. La Motta to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same.

/s/ MONICA A. DIPIETRO
------------------------------
Notary Public

<PAGE> 4

<PAGE> 5

QUEST I

ESTABLISHMENT AND DESIGNATION OF SERIES
OF SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01

1. The Portfolios shall be designated as follows:

- Equity Portfolio
- Small Cap Portfolio
- Managed Portfolio
- Bond Portfolio
- Money Market Portfolio

- -----------------------------
Joseph M. La Motta, as Trustee
Address:
RR 2, Box 177A
Pound Ridge, NY 10576

- -----------------------------
Thomas W. Courtney, as Trustee
Address:
P.O. Box 580
Sewickley, PA 15143

/s/ LACY B. HERRMANN
- -----------------------------
Lacy B. Herrmann, as Trustee
Address:
200 Park Avenue, Suite 4515
New York, NY

<PAGE> 6

State of Pennsylvania),
: SS:
County of Allegheny),

On the 15th day of July, 1989, before me personally appeared Thomas W.
Courtney to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same.

/s/ MARGARET DUPAL
----------------------------
Notary Public

<PAGE> 7

State of New York),
: SS:
County of New York),

On the 18th day of July, 1989, before me personally appeared Lacy B.
Herrmann to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same.

------------------------------------
Notary Public

<PAGE> 8

AMENDMENT
TO
DECLARATION OF TRUST
OF
QUEST FOR VALUE ACCUMULATION TRUST

This amendment to the Declaration of Trust of Quest for Value
Accumulation Trust (the "Trust") dated March 1, 1988 (the "Declaration") is made
this 25th day of May, 1994.

WHEREAS, Section 11.3(a) of the Declaration provides that the
Declaration may be amended by action of a majority of the Trustees of the Trust
without the vote of shareholders to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision thereof, or if
they deem it necessary or desirable to confirm the Declaration to the
requirements of applicable federal or state laws or regulations;

WHEREAS, the first sentence of the second paragraph of Section 10.1 of
the Declaration provides that, with respect to matters on which shareholders are
entitled to vote, shareholders of each series or class of the Trust shall be
entitled to vote only on matters affecting such series or class, and that voting
shall be by series or class and require a Majority Shareholder Vote (as defined
therein) of each series or class that would be affected by such matter, except
that all Shares (regardless of series or class) shall be voted as a single
voting class, or a Majority Shareholder Vote of each class, shall be necessary,
"where required by applicable law";

WHEREAS, Section 18(i) of the Investment Company Act of 1940 ("1940
Act") provides in substance, that except as otherwise required by law, every
share of voting stock of a registered investment company shall have equal voting
rights with every other outstanding share of voting stock of that company;

WHEREAS, Rule 18f-2 under the 1940 Act requires shares to be voted by
series as to certain matters which affect the particular series and exempts the
vote on certain other matters that do not separately affect that series,
including the election of Trustees and ratification of the selection of
independent accountants, from such separate voting requirements;

WHEREAS, the undersigned, being all of the Trustees of the Trust, have
determined that the aforementioned provision of Section 10.1 as to voting by all
shares as a single series or class is ambiguous and desire to amend the
Declaration to correct this provision.

<PAGE> 9

NOW THEREFORE, the undersigned Trustees hereby declare that the first
sentence of the second paragraph of Section 10.1 of the Declaration be amended
by deleting said sentence in its entirety and inserting the following:

"In the event of the establishment of series of classes as
contemplated by Section 6.9, on each matter submitted to a vote of
Shareholders, all Shares of all series or classes shall vote as a
single class; provided, however, that (1) as to any matter with respect
to which a separate vote of any series or class is required by the 1940
Act or is required by attributes applicable to any series or class or
is required by any other law, such requirements as to a separate vote
by that series or class shall apply; (2) to the extent that a matter
referred to in clause (1) above affects more than one class or series
and the interests of each such class or series in the matter are
identical, then, subject to clause (3) below, the Shares of all such
affected classes or series shall vote as a single class; and (3) as to
any matter which does not affect the interests of a particular series
or class, only the holders of Shares of the one or more affected series
or classes shall be entitled to vote."

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 13th day of June, 1994.

/s/ JOSEPH M. LAMOTTA
- ----------------------------- -----------------------------
Joseph M. LaMotta, as Trustee Lacy B. Herrmann, as Trustee
and not individually and not individually
RR 2, Box 51 6 Whaling Road
Pound Ridge, NY 10576-9780 Darien, CT 06820

- ----------------------------- -----------------------------
Paul Y. Clinton, as Trustee George Loft, as Trustee
and not individually and not individually
946 Morris Avenue 51 Herrick Road
Bryn Mawr, PA 19010 Sharon, CT 06069

- -----------------------------
Thomas W. Courtney, as Trustee
and not individually
407 Timber Lane
Sewickley, PA 15143

<PAGE> 10

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 13th day of June, 1994.

- ----------------------------- -----------------------------
Joseph M. La Motta, as Trustee Lacy B. Herrmann, as Trustee
and not individually and not individually
RR 2, Box 51 6 Whaling Road
Pound Ridge, NY 10576-9780 Darien, CT 06820

/s/ PAUL Y. CLINTON
- ----------------------------- -----------------------------
Paul Y. Clinton, as Trustee George Loft, as Trustee
and not individually and not individually
946 Morris Avenue 51 Herrick Road
Bryn Mawr, PA 19010 Sharon, CT 06069

- -----------------------------
Thomas W. Courtney, as Trustee
and not individually
407 Timber Lane
Sewickley, PA 15143

<PAGE> 11

NOW THERFORE, the undersigned Trustees hereby declare that the first
sentence of the second paragraph of Section 10.1 of the Declaration be amended
by deleting said sentence in its entirety and inserting the following:

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 13th day of June, 1994.

- ---------------------------------- -----------------------------
Joseph M. La Motta, as Trustee Lacy B. Herrmann, as Trustee
and not individually and not individually
RR 2, Box 51 6 Whaling Road
Pound Ridge, NY 10576-9780 Darien, CT 06820

- ---------------------------------- -----------------------------
Paul Y. Clinton, as Trustee George Loft, as Trustee
and not individually and not individually
946 Morris Avenue 51 Herrick Road
Bryn Mawr, PA 19010 Sharon, CT 06069

/s/ THOMAS W. COURTNEY
- ----------------------------------
Thomas W. Courtney, as Trustee
and not individually
407 Timber Lane
Sewickley, PA 15143

<PAGE> 12

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 13th day of June, 1994.

/s/ LACY B. HERRMANN
- --------------------------------- ------------------------------
Joseph M. La Motta, as Trustee Lacy B. Herrmann, as Trustee
and not individually and not individually
RR 2, Box 51 6 Whaling Road
Pound Ridge, NY 10576-9780 Darien, CT 06820

- --------------------------------- ------------------------------
Paul Y. Clinton, as Trustee George Loft, as Trustee
and not individually and not individually
946 Morris Avenue 51 Herrick Road
Bryn Mawr, PA 19010 Sharon, CT 06069

- ---------------------------------
Thomas W. Courtney, as Trustee
and not individually
407 Timber Lane
Sewickley, PA 15143

<PAGE> 13

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 13th day of June, 1994.

- --------------------------------- -----------------------------
Joseph M. La Motta, as Trustee Lacy B. Herrmann, as Trustee
and not individually and not individually
RR 2, Box 51 6 Whaling Road
Pound Ridge, NY 10576-9780 Darien, CT 06820

/s/ GEORGE LOFT
- -------------------------------- ------------------------------
Paul Y. Clinton, as Trustee George Loft, as Trustee
and not individually and not individually
946 Morris Avenue 51 Herrick Road
Bryn Mawr, PA 19010 Sharon, CT 06069

- --------------------------------
Thomas W. Courtney, as Trustee
and not individually
407 Timber Lane
Sewickley, PA 15143

<PAGE> 14

AMENDMENT
TO
DECLARATION OF TRUST
OF
QUEST FOR VALUE ACCUMULATION TRUST

The undersigned, being a majority of the Trustees of Quest for Value
Accumulation Trust, a Massachusetts business trust (the "Trust"), acting
pursuant to Article I, Section 1.1 of the Declaration of Trust dated March 1,
1988, as amended (the "Declaration"), do hereby amend the Declaration to change
the name of the Trust from "Quest for Value Accumulation Trust" to "Enterprise
Accumulation Trust" by deleting Section 1.1 of the Declaration in its entirety
and substituting the following:

1.1 Name. The name of the trust hereby created (the "Trust") shall be
"Enterprise Accumulation Trust", and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "Trust" wherever hereinafter used)
shall refer to the Trustees as trustees, and not individually, and shall not
refer to the officers, agents, employees or shareholders of the Trust. However,
should the Trustees determine that the use of the name is not advisable, they
may select such other name for the Trust as they deem proper and the Trust may
hold its property and conduct its activities under such other name. Any name
change shall become effective upon the execution by a majority of the then
Trustees of an instrument setting forth the new name. Any such instrument shall
have the status of an amendment to this Declaration.

<PAGE> 15

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 8th day of September, 1994.

/s/ VICTOR UGOLYN
- ------------------------------------ --------------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

- ------------------------------------ --------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

- ------------------------------------ --------------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- ----------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 16

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 7th day of September, 1994.

/s/ SAMUEL J. FOTI
- ------------------------------------- ------------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

- ------------------------------------ ------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

- ------------------------------------ ------------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- -----------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 17

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 8th day of September, 1994.

- ------------------------------------ -------------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

/s/ ARTHUR T. DIETZ
- ------------------------------------ -------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

- ------------------------------------ -------------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- -----------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 18

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 8th day of September, 1994.

- -------------------------------------- -----------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

/s/ ARTHUR HOWELL
- ------------------------------------- -----------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

- ------------------------------------- -----------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- -------------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 19

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 8th day of September, 1994.

- -------------------------------------- -------------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

- -------------------------------------- -------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

/s/ WILLIAM A. MITCHELL, JR.
- ------------------------------------- -------------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- -------------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 20

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 2nd day of September, 1994.

- ------------------------------------ ----------------------------------
Victor Ugolyn, as Trustee Samuel J. Foti, as Trustee
and not individually and not individually
17 Cardinal Court 1070 Lake Ave.
Ridgefield, CT 06877 Greenwich, CT 06831

- ------------------------------------ ----------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

/s/ LONNIE H. POPE
- ------------------------------------ ----------------------------------
William A. Mitchell, Jr., as Trustee Lonnie H. Pope, as Trustee
and not individually and not individually
2929 Howell Mill Road, N.W. 3915 Post Oak Tritt Road, N.E.
Atlanta, GA 30327-1601 Marietta, GA 30062-5115

- ------------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 21

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment to be
executed this 8th day of September, 1994.

- ------------------------------------ -------------------------------
Dr. Arthur T. Dietz, as Trustee Arthur Howell, as Trustee
and not individually and not individually
1917 Chamdun Way 5 Petit Ridge
Atlanta, GA 30341 Big Canoe, GA 30143

/s/ MICHAEL I. ROTH
- ------------------------------------
Michael I. Roth, as Trustee
and not individually
20 Pond View Lane
Stamford, CT 06903

<PAGE> 22

ENTERPRISE ACCUMULATION TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES
OF BENEFICIAL INTEREST, PAR VALUE $.01

The undersigned, being a majority of the Trustees of Enterprise
Accumulation Trust, a Massachusetts business trust (the "Trust") acting pursuant
to Section 6.9 of the Declaration of Trust dated March 1, 1988, hereby create,
as of this date, the first series of the Trust (herein referred to as the
"Portfolios").

1. The Portfolios shall be designated as follows:

Growth
Growth & Income
Equity
Equity Income
Capital Appreciation
Small Company Growth
Small Company Value
International Growth
Global Financial Services
High Yield Bond
Managed

2. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of any series now or hereafter created, or to otherwise
change the special and relative rights of any such series provided that such
change shall not adversely affect the rights of shareholders of a series.

IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this 12th day of November, 1998.

/s/ VICTOR UGOLYN /s/ ARTHUR HOWELL
- ---------------------------------------- ---------------------------------
Victor Ugolyn, as Trustee and Arthur Howell, as Trustee and
not individually not individually
17 Cardinal Court 200 Larkspur Lane, Chestnut Hill
Ridgefield, CT 06877 Highlands, NC 28741

/s/ ARTHUR DIETZ /s/ LONNIE H. POPE
- ---------------------------------------- ---------------------------------
Arthur Dietz, as Trustee and Lonnie H. Pope, as Trustee and
not individually not individually
1917 Chamdun Way 2809 Wyngate Drive
Atlanta, GA 30341 Atlanta, GA 30305

/s/ WILLIAM A. MITCHELL, JR.
- ----------------------------------------
William A. Mitchell, Jr. as Trustee and
not individually
1275 Peachtree Street, N.E.
Atlanta, GA 30367-1801

<PAGE> 1

BY-LAWS Exhibit (b)

QUEST FOR VALUE ACCUMULATION TRUST

ARTICLE I

Definitions

The terms "Commission," "Declaration," "Majority Shareholder
Vote," "1940 Act," "Shareholders," "Shares," "Trust Property" and "Trustees"
have the respective meanings given them in the Declaration of Trust of Quest For
Value Accumulation Trust (the "Trust") dated March 1, 1988, as amended from time
to time.

ARTICLE II

Offices

2.1 Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.

2.2 Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
State of New York, and at such other places within and without the Commonwealth
as the Trustees may from time to time designate or the business of the Trust may
require.

ARTICLE III

Shareholders' Meetings

3.1 Place of Meetings. Meetings of Shareholders shall be held
at such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.

3.2 Meetings. Meetings of Shareholders of the Trust, as a
whole or by series or class, shall be held whenever called by a majority of the

<PAGE> 2

Trustees or the President of the Trust and as a whole whenever election of a
Trustee or Trustees by Shareholders is required by the provisions of Section 16
of the 1940 Act for that purpose. Meetings of Shareholders, as a whole or by
series or class, as the case may be, shall also be called by the Secretary upon
the written request, which request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat, of the holders of
Shares entitled to vote not less than twenty five percent (25%) of all the votes
entitled to be cast at such meeting, provided, however, that pursuant to Section
16(c) of the 1940 Act, that a meeting requested exclusively for the stated
purpose of removing a Trustee shall be called by the Secretary upon the written
request of the holders of Shares entitled to vote not less than ten percent
(10%) of all the votes entitled to be cast at such meeting as to the matter be
acted on thereat. The Secretary shall inform such Shareholders of the reasonable
estimated cost of preparing and mailing such notice of the meeting, and upon
payment to the Trust of such costs, the Secretary shall give notice stating the
purpose or purposes of the meeting to all entitled to vote at such meeting.
Except as otherwise required by law, no meeting need be called upon the request
of the holders of Shares entitled to cast less than a majority of all votes
entitled to be cast at such meeting, to consider any matter which is
substantially the same as a matter voted upon at any meeting of the same
Shareholders held during the preceding twelve months.

3.3 Notice of Meetings; Waiver. Written or printed notice of
every Shareholders' meeting stating the place, date and purpose or purposes
thereof, shall be given by the Secretary not less than seven (7) nor more than
sixty (60) days before such meeting to each Shareholder entitled to vote at such
meeting, either by mail or by presenting it to him personally, or by leaving it
at his residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Shareholder at his address as it appears on the records of the
Trust. Any such notice may be waived by any person or persons entitled to such
notice, by a notice signed by such person or persons and filed with the records
of the meeting, whether before or after the holding thereof, or by actual
attendance at the meeting, in person or by proxy, except where the Shareholder
attends a meeting for the express purpose of objecting to the transaction of
business on the grounds that the meeting has not been lawfully called or
convened.

3.4 Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders the holders of a majority of the Shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Shareholders present or represented by proxy and
entitled to vote thereat shall have power to adjourn the meeting from time to
time. Any adjourned meeting may be held as adjourned without further notice. At
any adjourned meeting at which a quorum shall be present, any business may be
transacted as if the meeting had been held as originally called.

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<PAGE> 3

3.5 Voting Rights, Proxies. At each meeting of Shareholders,
each holder of record of Shares entitled to vote thereat shall be entitled to
one vote in person or by proxy, executed in writing by the Shareholder or his
duly authorized attorney-in-fact, for each Share of beneficial interest of the
Trust and for the fractional portion of one vote for each fractional Share
entitled to vote so registered in his name on the records of the Trust on the
date fixed as the record date for the determination of Shareholders entitled to
vote at such meeting. No proxy shall be valid after six months from its date,
unless otherwise provided in the proxy, and no proxy shall be valid as to such a
meeting, if executed after the final adjournment of such a meeting. At all
meetings of Shareholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of the
meeting. Pursuant to a resolution of a majority of the Trustees, proxies may be
solicited in the name of one or more Trustees or Officers of the Trust.

3.6 Vote Required. Except as otherwise provided by law, by the
Declaration or by these By-Laws, at each meeting of Shareholders at which a
quorum is present, all matters shall be decided by Majority Shareholder Vote.

3.7 Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. In case any person appointed as Inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Trustees in
advance of the convening of the meeting or at the meeting by the person acting
as chairman. The Inspectors of Election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, shall receive votes, ballots
or consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
or consents, determine the results, and do such other acts as may be proper to
conduct the election or vote with fairness to all Shareholders. On request of
the chairman of the meeting or of any Shareholder or his proxy, the Inspectors
of Election shall make a report in writing of any challenge or question or
matter determined by them and shall execute a certificate of any facts found by
them.

3.8 Inspection of Books and Records. Shareholders shall have
such rights and procedures of inspection of the books and records of the Trust
as are granted to Shareholders under the Massachusetts Business Corporation Law.

3.9 Action by Shareholders Without Meeting. Except as
otherwise provided by law, the provisions of these By-Laws relating to notices

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<PAGE> 4

and meetings to the contrary notwithstanding, any action required or permitted
to be taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the Trust.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders. No such consent shall be valid for longer than six months from
this date of execution.

ARTICLE IV

Trustees

4.1 Meetings of the Trustees. The Trustees may in their
discretion provide for regular or special meetings of the Trustees to be held at
such time and place as shall be determined from time to time by the Trustees
without further notice.

4.2 Notice of Special Meetings. Written notice of special
meetings of the Trustees, stating the place, date and time thereof, shall be
given to each Trustee personally, by telegram, by mail or by leaving such notice
at his place of residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the Trustee at his address as it appears on the records of
the Trust.

4.3 Quorum and Adjournment of Meetings. If at any meeting of
the Trustees there by less than a quorum present, the Trustees present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been obtained.

4.4 Action by Trustees Without Meeting. All written consents
of Trustees evidencing action taken by the Trustees without a meeting shall set
forth such action, shall be signed by all of the Trustees entitled to vote upon
such action and shall be filed with the minutes of proceedings of the Trustees.

4.5 Expenses and Fees. Each Trustee may be allowed expenses,
if any, for attendance at each regular or special meeting of the Trustees, and
each Trustee shall receive for services rendered as Trustee of the Trust such
compensation as may be fixed by the Trustees. Nothing herein contained shall be
construed to preclude any Trustee from serving the trust in any other capacity
and receiving compensation thereof.

-4-
<PAGE> 5

ARTICLE V

Indemnification

5.1 Indemnification of Trustees, Officers, Employees and
Agents. (a) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust or any of its
shareholders) by reason of the fact that he is or was a Trustee, officer,
employee or agent of the Trust. The indemnification shall be against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with the action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceedings, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

(b) The Trust shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or on behalf of the Trust or any of its shareholders
to obtain a judgment or decree in its favor by reason of the fact that he is or
was a Trustee, officer, employee or agent of the Trust. The indemnification
shall be against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust; except that such
indemnification shall preclude payment upon any liability, whether or not there
is an adjudication of liability, arising by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties as described in
Sections 17(h) and (i) of the 1940 Act.

(c) To the extent that a Trustee, officer, employee
or agent of the Trust has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) or (b) or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection therewith.

(d) (1) Unless a court orders otherwise, any
indemnification under subsections (a) or (b) of this section may be made by the

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<PAGE> 6

trust only as authorized in the specific case after a determination that
indemnification of the Trustee, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) or (b).

(2) The determination shall be made:

(i) by the Trustees, by a majority vote of a
quorum which consists of Trustees who were not parties to the action,
suit or proceeding; or

(ii) if the required quorum is not obtainable,
or if a quorum of disinterested Trustees so directs, by independent
legal counsel in a written opinion; or

(iii) by the Shareholders

(3) Notwithstanding the provisions of this Section
5.1, no person shall be entitled to indemnification for any
liability, whether or not there is an adjudication of
liability, arising by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties as
described in Sections 17(h) and (i) of the 1940 Act
("Disabling Conduct"). A person shall be deemed not liable by
reason of Disabling Conduct if, either:

(i) a final decision on the merits is made by a
court or other body before whom the proceeding was brought
that the person to be indemnified ("Indemnitee") was not
liable by reason of Disabling Conduct; or

(ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts,
that the Indemnitee was not liable by reason of Disabling
Conduct, is made by either

(A) a majority of a quorum of Trustees who
are neither "interested persons" of the Trust, as
defined in Section 2(a)(19) of the 1940 Act, nor
parties to the action, suit or proceeding; or

(B) an independent legal counsel in a
written opinion.

(e) Expenses, including attorneys' fees, incurred by
a Trustee, officer, employee or agent of the Trust in defending a civil or
criminal action,

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<PAGE> 7

suit or proceeding may be paid by the Trust in advance of the final disposition
thereof if:

(1) authorized in the specific case by the Trustees;
and

(2) the Trust receives an undertaking by or on behalf
of the Trustee, officer, employee or agent of the Trust to repay the advance if
it is not ultimately determined that such person is entitled to be indemnified
by the Trust; and

(3) either,

(i) such person provides a security for his
undertaking; or

(ii) the Trust is insured against losses by
reason of any lawful advances; or

(iii) a determination, based on a review of
readily available facts, that there is reason to believe that
such person ultimately will be found entitled to
indemnification, is made by either

(A) A majority of a quorum which consists of
Trustees who are neither "interested persons" of the
Trust, as defined in Section 2(a)(19) of the 1940
Act, nor parties to the action, suit o proceeding; or

(B) an independent legal counsel in a
written opinion.

(f) The indemnification provided by this Section shall
not be deemed exclusive of any other rights to which a person may be entitled
under any by-law, agreement, vote of Shareholders or disinterested Trustees or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office, and shall continue as to a person who has
ceased to be a Trustee, officer, employee or agent and inure to the benefit of
the heirs, executors and administrators of such person; provided that no person
may satisfy any right of indemnity or reimbursement granted herein or to which
he may be otherwise entitled except out of the property of the Trust, and no
Shareholder, as such, shall be personally liable with respect to any claim for
indemnity or reimbursement or otherwise.

(g) The Trust may purchase and maintain insurance on
behalf of any person who is or was a Trustee, officer, employee or agent of the
Trust, against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such. However, in no event will
the Trust

-7-
<PAGE> 8

pay that portion of insurance premiums, if any, attributable to coverage which
would indemnify any officer or Trustee against liability for Disabling Conduct.

(h) Nothing contained in this Section shall be construed to
protect any Trustee or officer of the Trust against any liability to the Trust
or to its security holders to which he would otherwise by subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

ARTICLE VI

Committees

6.1 Executive and Other Committees. The Trustees, by
resolution adopted by a majority of the Trustees, may designate an Executive
Committee and/or other committees, each committee to consist of two (2) or more
of the Trustees of the Trust and may delegate to such committees, in the
intervals between meetings of the Trustees, any or all of he powers of the
Trustees in the management of the business and affairs of the Trust, except
those powers which by law, the Declaration or these By-Laws they are prohibited
from delegating. In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a Trustee to act in place of such absent member. The Executive Committee
and any other committee shall fix its own rules or procedure. Each such
committee shall keep a record of its proceedings. All actions of the Executive
Committee shall be reported to the Trustees at the meeting thereof next
succeeding to the taking of such action.

6.2 Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investment shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
shall be determined from time to time by the Trustees. The members of any such
advisory committee may receive compensation for their services and may be
allowed such fees and expenses for the attendance at meetings as the Trustees
may from time to time determine to be appropriate.

6.3 Committee Action Without Meeting. All written consents of
the committee members evidencing action taken by such committee without a
meeting shall set forth such action, shall be signed by the required number of
committee members and shall be filed with the records of the proceedings of such
committee.

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<PAGE> 9

ARTICLE VII

Officers

7.1 Executive Officers. In addition to the officers required
or permitted by the Declaration, the Trustees may also elect one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers and may elect, or may delegate to the President the power to appoint,
such other officers and agents as the Trustees shall at any time or from time to
time deem advisable. Two or more offices, except those of President and Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. The executive
officers of the Trust shall be elected annually by the Trustees and each
executive officer so elected shall hold office until his successor is elected
and is qualified.

7.2 Execution of Instruments and Documents and Signing of
Checks and Other Obligations and Transfers. All instruments, documents and other
papers shall be executed in the name and on behalf of the Trust and all checks,
notes, drafts and other obligations for the payment of money by the Trust shall
be signed, and all transfers of securities standing in the name of the Trust
shall be executed, by the President, any Vice President or the Treasurer, or by
any one or more officer or agents of the Trust as may be designated by vote of
the Trustees.

7.3 Term and Removal and Vacancies. Each Officer of the Trust
shall hold office until his successor is elected and is qualified. Any officer
or agent of the Trust may be removed by the Trustees whenever, in their
judgment, the best interests of the Trust will be served thereby, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.

7.4 Compensation of Officers. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the President to the
extent provided by the Trustees with respect to officers appointed by the
President.

7.5 Power and Duties. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to these
By-Laws, or to the extent not so provided, as may be prescribed by the Trustees;
provided, that no rights of any third party shall be affected or impaired by any
such By-Laws or resolution of the Trustees unless he has knowledge thereof.

7.6 The Chairman. The Chairman, if any, or in his absence the
President, shall preside at all meetings of the Shareholders and of the

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<PAGE> 10

Trustees, shall be a signatory on all Annual and Semi-Annual Reports as may be
sent to Shareholders, and he shall perform such other duties as the Trustees may
from time to time prescribe.

7.7 The President. The President shall be the chief executive
officer of the Trust, he shall have general and active management of the
business of the Trust, shall see that all orders and resolutions of the Trustees
are carried into effect, and, in connection therewith, shall be authorized to
delegate to one or more Vice Presidents such of his powers and duties at such
time and in such manner as he may deem advisable. Subject to the control of the
Trustees and to the control of any committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust and to employ such
subordinate officers, agents, clerks and employees as he may find necessary to
transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign such powers of attorney, proxies or other documents as
may be deemed advisable or necessary in furtherance of the interests of the
Trust. The President shall have such other powers and duties, as from time to
time may be conferred upon or assigned to him by the Trustees.

7.8 The Vice Presidents. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Trustees. The Vice President, or, if there be more than one, the Vice Presidents
in the order of their seniority as may be determined from time to time by the
Trustees or the President, shall, in the absence or disability of the President,
exercise the powers and perform the duties of the President; and he or they
shall perform such other duties as the Trustees or the President may from time
to time prescribe.

7.9 The Assistant Vice Presidents. The Assistant Vice
President, or if there be more than one, the Assistant Vice Presidents, shall
perform such duties and have such powers as may be assigned them from time to
time by the Trustees or the President.

7.10 The Secretary. The Secretary shall attend all meetings of
the Trustees and all meetings of the Shareholders and record all the proceedings
of the meetings of the Shareholders and of the Trustees in a book to be kept for
that purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
Shareholders and special meetings of the Trustees, and shall perform such other
duties and have such powers as the Trustees, or the President, may from time to
time prescribe. He shall keep in safe custody the seal of the Trust and affix or
cause the same to be affixed to any instrument requiring it, and, when so
affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary.

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<PAGE> 11

7.11 The Assistant Secretaries. The Assistant Secretary, or if
there shall be more than one, the Assistant Secretaries, in the order determined
by the Trustees or the President, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Trustees, or the
President, may from time to time prescribe.

7.12 The Treasurer. The Treasurer shall be the chief financial
officer of the Trust. He shall keep or cause to be kept full and accurate
accounts or receipts and disbursements in books belonging to the Trust, and he
shall render to the Trustees and the President whenever any of them require it,
an account of his transactions as Treasurer and of the financial condition of
the Trust; and he shall perform such other duties as the Trustee, or the
President, may from time to time prescribe.

7.13 The Assistant Treasurers. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in the order determined
by the Trustees or the President, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Trustee, or the
President, may from time to time prescribe.

ARTICLE VIII

Custodian

The custodian of the Trust shall be appointed, among other
things:

(1) to receive and hold the securities owned by the
Trust and deliver the same upon written order;

(2) to receive and receipt for any moneys due to the
Trust and deposit the same in its own banking department or elsewhere
as the Trustees may direct;

(3) to disburse such funds upon orders or vouchers;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. In addition the custodian may be authorized to keep the books
and accounts of the Trust and furnish clerical and accounting services and to
compute the net income of the Trust and the net asset value of the Trust and its
shares. If so directed by a Majority Shareholder Vote, the custodian shall
deliver and pay over all property of the Trust held by it as specified in such
vote.

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<PAGE> 12

The Trustees may also authorize the custodian to employ one or
more sub-custodians from time to time to perform such of the acts and services
of the custodian and upon such terms and conditions, as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees.

ARTICLE IX

Miscellaneous

9.1 Location of Books and Records. The books and records of
the Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.

9.2 Record Date. The Trustees may fix in advance a date as the
record date for the purpose of determining Shareholders entitled to notice of,
or to vote at, any meeting of Shareholders, or Shareholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of Shareholders for any other proper purpose. Such date, in any
case shall be not more than sixty (60) days, and in case of a meeting of
Shareholders not less than ten (10) days prior to the date on which particular
action requiring such determination of Shareholders is to be taken. In lieu of
fixing a record date, the Trustees may provide that the transfer books shall be
closed for a stated period but not to exceed, in any case, twenty (20) days. If
the transfer books are closed for the purpose of determining Shareholders
entitled to notice of a vote at a meeting of Shareholders, such books shall be
closed for at least ten (10) days immediately preceding such meeting.

9.3 Seal. The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time provide. The seal of the Trust may be affixed to any document, and the
seal and its attestation may be lithographed, engraved or otherwise printed on
any document with the same force and effect as if it had been imprinted and
attested manually in the same manner and with the same effect as if done by a
Massachusetts business corporation under Massachusetts law.

9.4 Fiscal Year. The fiscal year of the Trust shall end on
such date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time to
time.

9.5 Orders for Payment of Money. All orders or instructions
for the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer or
officers or such other person or persons as the Trustees may from time to time

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designate, or as may be specified in or pursuant to the agreement between the
Trust and the bank or trust company appointed as Custodian of the securities and
funds of the Trust.

ARTICLE X

Compliance with Federal and State Regulations

The Trustees are hereby empowered to take such action as they
may deem to be necessary, desirable or appropriate so that the Trust is or shall
be in compliance with any federal or state statute, rule or regulation with
which compliance by the Trust is required.

ARTICLE XI

Amendments

These By-Laws may be amended, altered, or repealed, or new
By-Laws may be adopted; (a) by a Majority Shareholder Vote, or (b) by the
Trustees; provided, however, that no such amendment, adoption or repeal
requires, pursuant to law, the Declaration, and any apparent inconsistency shall
be construed in favor of the related provision in the Declaration.

ARTICLE XII

Declaration of Trust

The Declaration establishing Quest For Value Accumulation
Trust, a copy of which, together with all amendments hereto, is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name Quest For Value Accumulation Trust refers to the Trustees under the
Declaration collectively as Trustees, but no as individuals or personally; and
no Trustee, Shareholder, officer, employee or agent of Quest For Value
Accumulation Trust shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of said Quest For Value Accumulation
Trust, but the Trust Property only shall be liable.

-13-

<PAGE> 1
EXHIBIT (E)

GENERAL DISTRIBUTOR'S AGREEMENT

BETWEEN

ENTERPRISE ACCUMULATION TRUST

AND

ENTERPRISE FUND DISTRIBUTORS, INC.

October 25, 1994

Enterprise Fund Distributors, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
East Tower, Suite 450
Atlanta, GA 30326-1022

Dear Sirs:

ENTERPRISE ACCUMULATION TRUST, a Massachusetts business trust (the
"Fund"), is registered as an investment company under the Investment Company Act
of 1940, as amended (the " 1940 Act"), and an indefinite number of shares of its
capital stock (hereinafter referred to as "shares") are registered under the
Securities Act of 1933, as amended (the "1933 Act"), to be offered for sale to
the public in a continuous public offering in accordance with the terms and
conditions set forth in the Prospectus included in the Fund's Registration
Statement as it may be amended from time to time.

In this connection, the Fund desires that your firm act as General
Distributor and as Agent of the Fund for the sale and distribution of shares
which have been registered as described above and of any additional shares which
may become registered during the term of this Agreement. You have advised the
Fund that you are willing to act as such General Distributor and Agent, and it
is accordingly agreed between us as follows:

1. The Fund hereby appoints you as General Distributor as
exclusive Agent for sale of its shares, pursuant to the
aforesaid continuous public offering of its shares, and the
Fund further agrees from and after the date of this Agreement,
that it will not, without your consent, sell or agree to sell
any shares otherwise than through you, except the Fund may
issue shares in connection with a merger, consolidation or
acquisition of assets on such basis as may be authorized or
permitted under the 1940 Act.
<PAGE> 2

2. You hereby accept such appointment and agree to use your best
efforts to sell such shares, provided, however, that when
requested by the Fund at any time because of market or other
economic considerations or abnormal circumstances of any kind,
you will suspend such efforts. The Fund may also withdraw the
offering of the shares at any time when required by the
provisions of any statute, order rule or regulation of any
governmental body having jurisdiction. It is understood that
you do not undertake to sell all or any specific portion of
the shares of the Fund.

3. The shares will be sold to you at net asset value.

4. As General Distributor, you shall have the right to accept or
reject orders for the purchase of shares of the Fund. Any
consideration which you may receive in connection with a
rejected purchase order will be returned promptly. You agree
promptly to issue confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the
Fund or, if so directed, to any duly appointed transfer or
shareholder servicing agent of the Fund. The net asset value
of all shares which are the subject of such confirmations,
computed in accordance with the applicable rules under the
1940 Act, shall be a liability of your company to the Fund to
be paid promptly after receipt of payment from the originating
dealer and not later than eleven business days after such
confirmation even if you have not actually received payment
from the originating dealer. If the originating dealer shall
fail to make timely settlement of its purchase order in
accordance with rules of the National Association of
Securities Dealers, Inc., you shall have the right to cancel
such purchase order and, at your account and risk, to hold
responsible the originating dealer. You agree promptly to
reimburse the Fund for any amount by which the Fund's losses
attributable to any such cancellation or to errors on your
part in relation to the effective date of accepted purchase
orders, exceed contemporaneous gains realized by the Fund for
either of such reasons in respect to other purchase orders.
The Fund shall register or cause to be registered all shares
sold by you pursuant to the provisions hereof in such name or
names and amounts as you may request from time to time and the
Fund shall issue or cause to be issued certificates evidencing
such shares for delivery to you or pursuant to your direction
if and to the extent that the shareholder account in question
contemplates the issuance of such share certificates. All
shares of the Fund, when so issued and paid for, shall be
fully paid and non-assessable.

5. The Fund has delivered to you a copy of its current
prospectus. The Fund agrees that it will use its best efforts
to continue the effectiveness of the Fund's Registration
Statement under the 1933 Act. The Fund further agrees to
prepare and file any amendments to its Registration Statement
as may be necessary and any supplemental data in order to
comply with the 1933 Act. The Fund will furnish you at your
expense with a reasonable number of copies of the Prospectus
and any amended Prospectus for use in connection with the sale
of shares.
<PAGE> 3

6. The Fund is registered under the 1940 Act as an investment
company, and it will use its best effort to maintain such
registration and to comply with the requirements of the 1940
Act.

7. At your request, the Fund will take such steps as may be
necessary and feasible to qualify shares for sale in states,
territories or dependencies of the United States of America,
in the District of Columbia and in foreign countries, in
accordance with the laws thereof, and to renew or extend any
such qualification; provided, however, that the Fund shall not
be required to qualify shares or to maintain the qualification
of shares in any state, territory or dependency, district or
country where it shall deem such qualification disadvantageous
to the Fund.

8. You agree that:

(a) Neither you nor any of your officers will take any
long or short position in the shares of the Fund, but
this provision shall not prevent you or your officers
from acquiring shares of the Fund for investment
purposes only;

(b) You shall furnish to the Fund any pertinent
information required to be inserted with respect to
you as General Distributor within the purview of the
1933 Act in any reports or registration required to
be filed with any governmental authority; and

(c) You will not make any representations inconsistent
with the information contained in the Registration
Statement or Prospectus of the Fund filed under the
1933 Act, as in effect from time to time.

9. The Fund will pay the cost of composition and printing of
sufficient copies of its Prospectus and financial statements
as shall be required for quarterly and annual distribution to
its shareholders and the expenses of registering shares for
sale under federal and state securities laws. You shall pay
the cost of printing the copies of the Prospectus and any
sales literature used by you in the public sale of the Fund's
shares.

10. Unless earlier terminated pursuant to paragraph 11 hereof,
this Agreement shall remain in effect until two years from the
date hereof This Agreement shall continue in effect from year
to year thereafter provided that such continuance shall be
specifically approved at least annually (a) by the Fund's
Board of Trustees, including a vote of a majority of the
Trustees who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such persons,
cast in person at a meeting called for the purpose of voting
on such approval or (b) by the vote of the holders of a
majority of the outstanding voting securities of the Fund and
by such a vote of the Trustees.

11. This Agreement may be terminated (a) by the General
Distributor at any time without penalty by giving sixty days
written notice (which notice may be waived

<PAGE> 4

by the Fund); or (b) by the Fund at any time without penalty
upon sixty days written notice to the General Distributor
(which notice may be waived by the General Distributor),
provided that such termination by the Fund shall be directed
or approved by the Trustees or by the vote of the holders of a
majority of the outstanding voting securities of the Fund.

12. This Agreement may not be amended or changed except in writing
and shall be binding upon and shall inure to the benefits of
the parties hereto and their respective successors, but this
Agreement shall not be assigned by either party and shall
automatically terminate upon assignment.

If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.

ENTERPRISE ACCUMULATION TRUST

By: /s/ HERBERT M. WILLIAMSON
------------------------------

Accepted:

ENTERPRISE FUND DISTRIBUTORS, INC.

By: /s/ CATHERINE R. MCCLELLAN
--------------------------------

<PAGE> 1
Exhibit (g)

CUSTODIAN CONTRACT
Between
ENTERPRISE ACCUMULATION TRUST
and
STATE STREET BANK AND TRUST COMPANY

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page

<S> <C>
1. Employment of Custodian and Property to be Held By
It 1

2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United States 3

2.1 Holding Securities 3
2.2 Delivery of Securities 3
2.3 Registration of Securities 8
2.4 Bank Accounts 9
2.5 Availability of Federal Funds 10
2.6 Collection of Income 10
2.7 Payment of Fund Monies 11
2.8 Liability for Payment in Advance of
Receipt of Securities Purchased 14
2.9 Appointment of Agents 14
2.10 Deposit of Fund Assets in Securities System 15
2.10A Fund Assets Held in the Custodian's Direct Paper
System 18
2.11 Segregated Account 19
2.12 Ownership Certificates for Tax Purposes 21
2.13 Proxies 21
2.14 Communications Relating to Portfolio securities 21

3. Duties of the Custodian with Respect to Property of the
Fund Held Outside of the United States 22

3.1 Appointment of Foreign Sub-Custodians 22
3.2 Assets to be Held 23
3.3 Foreign Securities Depositories 23
3.4 Agreements with Foreign Banking Institutions 24
3.5 Access of Independent Accountants of the Fund 24
3.6 Reports by Custodian 25
3.7 Transactions in Foreign Custody Account 25
3.8 Liability of Foreign Sub-Custodians 26
3.9 Liability of Custodian 27
3.10 Reimbursement for Advances 28
3.11 Monitoring Responsibilities 28
3.12 Branches of U.S. Banks 29
3.13 Tax Law 29

4. Payments for Sales or Repurchase or Redemptions of
Shares of the Fund 30

5. Proper Instructions 31

6. Actions Permitted Without Express Authority 32

7. Evidence of Authority 32

8. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net Income 33

9. Records 34

10. Opinion of Fund's Independent Accountants 34
</TABLE>

<S> <C>
11. Reports to Fund by Independent Public Accountants 35

12. Compensation of Custodian 35

13. Responsibility of Custodian 35

14. Effective Period, Termination and Amendment 37

15. Successor Custodian 39

16. Interpretive and Additional Provisions 40

17. Additional Funds 41

18. Massachusetts Law to Apply 41

19. Prior Contracts 41

20. Shareholder Communications Election 42
</TABLE>

<PAGE> 4

CUSTODIAN CONTRACT

This Contract between Enterprise Accumulation Trust, a business trust
organized and existing under the laws of Massachusetts, having its principal
place of business at 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia
30326-1022 hereinafter called the "Fund", and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of business
at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian",

WITNESSETH:

WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and

WHEREAS, the Fund intends to initially offer shares in five series,
Equity Portfolio, Small Cap Portfolio, Managed Portfolio, High Yield Portfolio,
and International Growth Portfolio (such series together with all other series
subsequently established by the Fund and made subject to this Contract in
accordance with paragraph 17, being herein referred to as the "Portfolio(s)");

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the Declaration of
Trust. The Fund on behalf of the Portfolio(s) agrees to deliver to the Custodian
all securities and cash of the Portfolios, and all payments of income, payments
of principal or capital distributions received by it with respect to all
securities owned by the Portfolio(s) from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest of the Fund representing interests in the Portfolios, ("Shares") as may
be issued or sold from time to time. The Custodian shall not be responsible for
any property of a Portfolio held or received by the Portfolio and not delivered
to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Portfolio(s) from time to
time employ one or more sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Trustees of the Fund on
behalf of the applicable Portfolio(s), and provided that the Custodian shall
have no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian. The Custodian may employ as sub-custodian
for the Fund's foreign securities on behalf of the applicable Portfolio(s) the
foreign banking institutions and foreign securities depositories designated in
Schedule A hereto but only in accordance with the provisions of Article 3.

2. Duties of-the Custodian with Respect to Property of the
Fund Held By the Custodian in the United States
<PAGE> 5

2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, to be held by
it in the United States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained pursuant to
Section 2.10 in a clearing agency which acts as a securities depository
or in a book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities System" and
(b) commercial paper of an issuer for which State Street Bank and Trust
Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Custodian
pursuant to Section 2.10A.

2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by a Portfolio held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's Direct
Paper book entry system account ("Direct Paper System Account") only
upon receipt of Proper Instructions from the Fund on behalf of the
applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.9 or into the name
or nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; Provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new
<PAGE> 6

securities and cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowings by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or organizations,
regarding account deposits in connection with transactions by
the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such Transfer
Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the currently effective prospectus and statement of
additional information of the Fund, related to the Portfolio
("Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions from the Fund on behalf
of the applicable Portfolio, a certified copy of a resolution
of the Board of Trustees or of the Executive Committee signed
by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities of the
Portfolio to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.
<PAGE> 7

2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund has authorized
in writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as
the Portfolio, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted
by the Custodian on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain securities in
"street name", the Custodian shall utilize its best efforts only to
timely collect income due the Fund on such securities and to notify the
Fund on a best efforts basis only of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio
of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Portfolio, other than cash maintained by
the Portfolio in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds held by the
Custodian for a Portfolio may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company
shall be qualified to act as a custodian under the Investment Company
Act of 1940 and that each such bank or trust company and the funds to
be deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the
Board of Trustees of the Fund. Such funds shall be deposited by the
custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.

2.5 Availability of Federal Funds. Upon mutual agreement between the Fund
on behalf of each applicable Portfolio and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions from the Fund on behalf
of a Portfolio, make federal funds available to such Portfolio as of
specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for Shares of
such Portfolio which are deposited into the Portfolio's account.

2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely basis all income
and other payments with respect to bearer domestic securities if, on
the date of payment by the issuer, such securities are held by the
Custodian or its agent thereof and shall credit such income, as
collected, to such Portfolio's custodian account. Without limiting the
generality of

<PAGE> 8

the foregoing, the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to
the provisions of Section 2.2 (10) shall be the responsibility of the
Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data
as may be necessary to assist the Fund in arranging for the timely
delivery to the Custodian of the income to which the Portfolio is
properly entitled.

2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing of 1940, as
amended, to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in proper form
for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth
in Section 2.10 hereof; (c) in the case of a purchase
involving the Direct Paper system, in accordance with the
conditions set forth in Section 2.10A; (d) in the case of
repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Portfolio or (e) for transfer to a time deposit account of
the Fund transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant
to Proper Instructions from the Fund as defined in Article 5;

2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;

3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Article 4 hereof;

4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses

<PAGE> 9

are to be in whole or part capitalized or treated as deferred
expenses;

5) For the payment of any dividends on Shares of the Portfolio,
declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of
securities sold short;

7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of
Trustees or of the Executive Committee of the Fund signed by
an officer of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be
made.

2.8 Liability for Payment in Advance of Receipt Of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in advance of receipt
of the securities purchased in the absence of specific written
instructions from the Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been received by
the Custodian.

2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent to carry out such
of the provisions of this Article 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities
hereunder.

2.10 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:

1) The Custodian may keep securities of the Portfolio in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall
belonging to the Portfolio;
<PAGE> 10

3) The Custodian shall pay for securities purchased for the
account of the Portfolio upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the
account of the Portfolio. The Custodian shall transfer
securities sold for the account of the Portfolio upon (i)
receipt of advice from the Securities System that payment for
such securities has been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the
Portfolio. Copies of all advices from the Securities System of
transfers of securities for the account of the Portfolio shall
identify the Portfolio, be maintained for the Portfolio by the
Custodian and be provided to the Fund at its request. Upon
request, the Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio in the form of a written advice or notice and
shall furnish to the Fund on behalf of the Portfolio copies of
daily transaction sheets reflecting each day's transactions in
the Securities System for the account of the Portfolio;

4) The Custodian shall provide the Fund for the Portfolio with
any report obtained by the Custodian on the Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities system;

5) The Custodian shall have received from the Fund on behalf of
the Portfolio the initial or annual certificate, as the case
may be, required by Article 14 hereof;

6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting
from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of
the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the
election of the Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against
the Securities System or any other person which the Custodian
may have as a consequence of any such loss or damage if and to
the extent that the Portfolio has not been made whole for any
such loss or damage.

2.10A Fund Assets Held in the Custodian's Direct Paper System
The Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to the
following provisions:

1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund on behalf of the Portfolio;

2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented

<PAGE> 11

in an account ("Account") of the Custodian in the Direct Paper
System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;

3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;

4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;

5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Securities System for the account of
the Portfolio;

6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on its system of internal accounting
control as the Fund may reasonably request from time to time.

2.11 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.10 hereof, (i) in
accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased
or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but 9mly, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the applicable Portfolio, a certified copy of a resolution of
the Board of Trustees or of the Executive Committee

<PAGE> 12

signed by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper corporate
purposes.

2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by
it and in connection with transfers of securities.

2.13 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such securities.

2.14 Communications Relating to Portfolio Securities
Subject to the provisions of Section 2.3, the Custodian shall transmit
promptly to the Fund for each Portfolio all written information
(including, without limitation, pendency of calls and maturities of
domestic securities and expirations of rights in connection therewith
and notices of exercise of call and put options written by the Fund on
behalf of the Portfolio and the maturity of futures contracts purchased
or sold by the Portfolio) received by the Custodian from issuers of the
securities being held for the Portfolio. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Portfolio
all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer, exchange offer
or any other similar transaction, the Portfolio shall notify the
Custodian at least three business days prior to the date on which the
Custodian is to take such action.

3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States

3.1 Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Portfolio's securities and other assets
maintained outside the United States the foreign banking institutions
and foreign securities depositories designated on Schedule A hereto
("foreign sub-custodians"). Upon receipt of "Proper Instructions", as
defined in Section 5 of this Contract, together with a certified
resolution of the Fund's Board of Trustees, the Custodian and the Fund
may agree to amend Schedule A hereto from time to time to designate
additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to cease the
employment of any one or more such sub-custodians for maintaining
custody of the Portfolio's assets.

3.2 Assets to be Held.

<PAGE> 13

The Custodian shall limit the securities and other assets maintained in
the custody of the foreign sub-custodians to: (a) "foreign securities",
as defined in paragraph (c)(1) of Rule 17f-5 under the Investment
Company Act of 1940, and (b) cash and cash equivalents in such amounts
as the Custodian or the Fund may determine to be reasonably necessary
to effect the Portfolio's foreign securities transactions. The
Custodian shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each foreign sub-custodian.

3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by the Custodian and the Fund, assets of the Portfolios
shall be maintained in foreign securities depositories only through
arrangements implemented by the foreign banking institutions serving as
sub-custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 3.4 hereof.

3.4 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall be substantially in the form set
forth in Exhibit 1 hereto and shall provide that: (a) the assets of
each Portfolio will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking
institution or its creditors or agent, except a claim of payment for
their safe custody or administration; (b) beneficial ownership for the
assets of each Portfolio will be freely transferable without the
payment of money or value other than for custody or administration; (c)
adequate records will be maintained identifying the assets as belonging
to each applicable Portfolio; (d) officers of or auditors employed by,
or other representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants for
the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with
the Custodian; and (e) assets of the Portfolios held by the foreign
sub-custodian will be subject only to the instructions of the Custodian
or its agents.

3.5 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use its best efforts to arrange for the
independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.

3.6 Reports by Custodian. The Custodian will supply to the Fund from time
to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Portfolio(s) held by foreign
sub-custodians, including but not limited to an identification of
entities having possession of the Portfolio(s) securities and other
assets and advices or notifications of any transfers of securities to
or from each custodial account maintained by a foreign banking
institution for the Custodian on behalf of each applicable Portfolio
indicating, as to securities acquired for a Portfolio, the identity of
the entity having physical possession of such securities.

3.7 Transactions in Foreign Custody Account

<PAGE> 14

(a) Except as otherwise provided in paragraph (b) of this Section
3.7, the provision of Sections 2.2 and 2.7 of this Contract
shall apply, mutatis mutandis to the foreign securities of the
Fund held outside the United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the
contrary, settlement and payment for securities received for
the account of each applicable Portfolio and delivery of
securities maintained for the account of each applicable
Portfolio may be effected in accordance with the customary
established securities trading or securities processing
practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section 2.3 of this
Contract, and the Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such
securities.

3.8 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable care
in the performance of its duties and to indemnify, and hold harmless,
the Custodian and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking
institution as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.

3.9 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a
U.S. bank as contemplated by paragraph 3.12 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 3.9, in delegating custody duties to State
Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except
such loss as may result from (a) political risk (including, but not
limited to, exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or
(b) other losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
<PAGE> 15

3.10 Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a
Portfolio including the purchase or sale of foreign exchange or of
contracts for foreign exchange, or in the event that the Custodian or
its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance
of this Contract, except such as may arise from its or its nominee's
own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable
Portfolio shall be security therefor and should the Fund fail to repay
the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolios assets to the extent
necessary to obtain reimbursement.

3.11 Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund, during the month of June, information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the Custodian
will promptly inform the Fund in the event that the Custodian learns of
a material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order
from the Securities and Exchange Commission is notified by such foreign
sub-custodian that there appears to be a substantial likelihood that
its shareholders' equity will decline below $200 million (U.S. dollars
or the equivalent thereof) or that its shareholders' equity has
declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).

3.12 Branches of U.S. Banks (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
the Portfolios assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth in
Section 26(a) of said Act. The appointment of any such branch as a
sub-custodian shall be governed by paragraph 1 of this Contract. (b)
Cash held for each Portfolio of the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the Fund with
the Custodian's London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or both.

3.13 Tax Law
The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund or the Custodian as
custodian of the Fund by the tax law of the United States of America or
any state or political subdivision thereof. It shall be the
responsibility of the Fund to notify the Custodian of the obligations
imposed on the Fund or the Custodian as custodian of the Fund by the
tax law of jurisdictions other than those mentioned in the above
sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with
regard to such tax law shall be to use reasonable efforts to assist the
Fund with respect to any claim for exemption or refund under the tax
law of jurisdictions for which the Fund has provided such information.
<PAGE> 16

4. Payments for Sales or Repurchases or Redemptions of Shares
of the Fund

The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent of the Fund and deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund on behalf of each such Portfolio and the Transfer Agent
of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on
the Custodian by a holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.

5. Proper Instructions

Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Trustees and the Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolios' assets. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 2.11.

6. Actions Permitted without Express Authority

The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:

1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such payments shall be accounted for to the Fund on behalf of
the Portfolio;

2) surrender securities in temporary form for securities in definitive
form;
<PAGE> 17

3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of the Portfolio except as otherwise directed
by the Board of Trustees of the Fund.

7. Evidence of Authority

The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the Declaration of Trust as described in
such vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.

8. Duties of Custodian with Respect to the Books of Account
and Calculation of Net Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Trustees of the Fund to keep
the books of account of each Portfolio and/or compute the net asset value per
share of the outstanding shares of each Portfolio or, if directed in writing to
do so by the Fund on behalf of the Portfolio, shall itself keep such books of
account and/or compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the Portfolio as
described in the Fund's currently effective prospectus related to such Portfolio
and shall advise the Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer of the Fund to do
so, shall advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset value per
share and the daily income of each Portfolio shall be made at the time or times
described from time to time in the Fund's currently effective prospectus related
to such Portfolio.

9. Records

The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund
and shall at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents of the Fund
and employees and agents of the Securities and Exchange Commission. The
Custodian shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in such
tabulations.
<PAGE> 18

10. Opinion of Fund's Independent Accountant

The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such commission.

11. Reports to Fund by Independent Public Accountants

The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian under
this Contract; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.

12. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.

13. Responsibility of Custodian

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.

The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Article 3.9)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by paragraph 3.12 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Fund to maintain custody or any
securities or cash of the Fund in a foreign country

<PAGE> 19

including, but not limited to, losses resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism.

If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.

If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement)
for the benefit of a Portfolio including the purchase or sale of foreign
exchange or of contracts for foreign exchange or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security therefor and
should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of such Portfolio's assets to
the extent necessary to obtain reimbursement.

14. Effective Period. Termination and Amendment

This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; Provided,
however that the Custodian shall not with respect to a Portfolio act under
Section 2.10 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of Trustees of the Fund has
approved the initial use of a particular Securities System by such Portfolio and
the receipt of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Trustees has reviewed the use by such Portfolio of such
Securities System, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended and that the Custodian shall not with respect to
a Portfolio act under Section 2.10A hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper System by such
Portfolio and the receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Trustees has reviewed the use by such
Portfolio of the Direct Paper System; provided further, however, that the Fund
shall not amend or terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Declaration of Trust, and
further provided, that the Fund on behalf of one or more of the Portfolios may
at any time by action of its Board of Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the
<PAGE> 20

Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.

Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.

15. Successor Custodian

If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Trustees of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a securities System.

If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.

16. Interpretive and Additional Provisions

In connection with the operation of this Contract, the Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint

<PAGE> 21

opinion be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust of the Fund. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.

17. Additional Funds

In the event that the Fund establishes one or more series of Shares in
addition to Equity Portfolio, Small Cap Portfolio, Managed Portfolio, High Yield
Portfolio, and International Growth Portfolio with respect to which it desires
to have the Custodian render services as custodian under the terms hereof, it
shall so notify the Custodian in writing, and if the Custodian agrees in writing
to provide such services, such series of Shares shall become a Portfolio
hereunder.

18. Massachusetts Law to Apply

This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

19. Prior Contracts

This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.

20. Shareholder Communications Election

Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to requesting
companies whose securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will not provide this information to requesting companies. If the
Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the
Custodian is required by the rule to treat the Fund as consenting to disclosure
of this information for all securities owned by the Fund or any funds or
accounts established by the Fund. For the Fund's protection, the Rule prohibits
the requesting company from using the Fund's name and address for any purpose
other than corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.

NO [ ] The Custodian is not authorized to release the Fund's name,
address, and share positions.

<PAGE> 22

IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 15th day of Feb ___, 1995.

ATTEST ENTERPRISE ACCUMULATION TRUST

/s/ CATHERINE R MCCLELLAN By /s/ HERBERT M. WILLIAMSON
- ------------------------------------ ---------------------------------

ATTEST STATE STREET BANK AND TRUST COMPANY

By
- ------------------------------------ ----------------------------------
Executive Vice President

<PAGE> 23

Schedule A

The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Trustees of Enterprise
Accumulation Trust for use as sub-custodians for the Fund's securities and other
assets:

(Insert banks and securities depositories)

Certified:

/s/ CATHERINE R. MCCLELLAN
- ---------------------------------
Fund's Authorized Officer

<PAGE> 1

EXHIBIT (I)

July 13, 1999

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Re: Enterprise Accumulation Trust
Registration Statement No. 33-21534

Dear Sir or Madam:

I am counsel to Enterprise Accumulation Trust (the "Fund"), and in so acting,
have reviewed Post-Effective Amendment No. 19 (the "Post Effective Amendment")
to the Fund's Registration Statement on Form N-1A, Registration File No.
33-21534. Representatives of the Fund have advised that the Fund will file the
Post-Effective Amendment pursuant to paragraph (a) of Rule 485 ("Rule 485")
promulgated under the Securities Act of 1933. In connection therewith, the Fund
has requested that I provide this letter.

In my examination of the Post-Effective Amendment, I have assumed the conformity
to the originals of all documents submitted to me as copies.

Based upon the foregoing, I hereby advise you that:

(1) the Fund is a trust duly incorporated and validly existing in good
standings under the laws of the State of Massachusetts;

(2) the Common Stock to be offered has been duly authorized and, when
sold as contemplated in the Amendments, will be validly issued, fully paid and
nonassessable; and

Very truly yours,

/s/ CATHERINE R. MCCLELLAN
- ---------------------------------------
Catherine R. McClellan
Senior Vice President and Chief Counsel

lah

<PAGE> 1

EXHIBIT (J)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 19 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 17, 1999 on our audit of the financial statements and financial
highlights of Enterprise Accumulation Trust appearing in the Registrant's 1998
Annual Report which is incorporated by reference in the Post-Effective Amendment
to the Registration Statement. We also consent to the reference of our Firm
under the captions "Financial Highlights" in the Prospectus and "Independent
Accountants" in the Statement of Additional Information.

PricewaterhouseCoopers LLP

Atlanta, Georgia
July 13, 1999

<PAGE> 1
Exhibit (l)

QUEST FOR VALUE ACCUMULATION TRUST

Oppenheimer Tower
World Financial Center
New York, NY 10281

May 25, 1988
QUEST FOR VALUE DISTRIBUTORS
Oppenheimer Tower
World Financial Center
New York, New York 10281

Dear Sirs:

In connection with your purchase today of an aggregate of shares of
beneficial interest for $ , you hereby represent and confirm that you have
acquired such securities for investment for your own account, with no present
intention of redeeming, reselling or otherwise distributing the same.

It is mutually agreed that the aforementioned shares purchased by you
cannot be sold, assigned, or transferred, except upon redemption by QUEST FOR
VALUE Distributors.

Furthermore, you hereby confirm that you are party to no arrangement, agreement
or understanding regarding QUEST FOR VALUE Accumulation Trust or its securities,
with the Trust, QUEST FOR VALUE Advisors or any other person made in
consideration of your purchase of the aforementioned shares.

If the foregoing correctly expresses your understanding and our
agreement, please so indicate by signing the accompanying copy of this letter
and return the same to us.

A copy of the Declaration of Trust of QUEST FOR VALUE Accumulation Trust is on
file with the Secretary of the Commonwealth of Massachusetts and this Agreement
is executed on behalf of the Trustees as Trustees and not individually, and the
obligations hereunder are not binding upon any of the Trustees or shareholders
of the Trust individually but are binding only upon the assets and the property
of the Trust.
Very truly yours,

QUEST FOR VALUE ACCUMULATION TRUST

By:
---------------------------------
Name:
Title:
CONFIRMED AND AGREED:

QUEST FOR VALUE DISTRIBUTORS

By:
--------------------------------
Name:
Title:

<PAGE> 2

EXHIBIT 1

SUBCUSTODIAN AGREEMENT

AGREEMENT made this day of 19 , between State Street Bank
and Trust Company, a Massachusetts Trust Company (hereinafter referred to as the
"Custodian"), having its principal place of business at 225 Franklin Street,
Boston, MA, and (hereinafter referred to as the "Sub-custodian"), a organized
under the laws of and having an office at

WHEREAS, Custodian has been appointed to act as Trustee, Custodian or
sub-custodian of securities and monies on behalf of certain of its customers
including, without limitation, collective investment undertakings, investment
companies subject to the U.S. Investment Company Act of 1940, as amended, and
employee benefit plans subject to the U.S. Employee Retirement Income Security
Act of 1974, as amended;

WHEREAS, Custodian wishes to establish Account (the "Account") with the
Sub-custodian to hold and maintain certain property for which Custodian is
responsible as custodian; and

WHEREAS, Sub-custodian agrees to establish the Account and to hold and
maintain all Property in the Account in accordance with the terms and conditions
herein set forth.

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Custodian and the Sub-custodian agree as follows:

I. The Account

A. Establishment of the Account. Custodian hereby requests that
Sub-custodian establish for each client of the Custodian an Account which shall
be composed of:

1. A Custody Account for any and all Securities (as hereinafter
defined) from time to time received by Sub-custodian therefor, and

2. A Deposit Account for any and all Cash (as hereinafter defined)
from time to time received by Sub-custodian therefor.

B. Use of the Account. The Account shall be used exclusively to hold,
acquire, transfer or otherwise care for, on behalf of Custodian as custodian and
the customers of Custodian and not for Custodian's own interest, Securities and
such Cash or cash equivalents as are transferred to Sub-custodian or as are
received in payment of any transfer of, or as payment on, or interest on, or
dividend from, any such Securities (herein collectively called "Cash").

C. Transfer of Property in the Account. Beneficial ownership of the
Securities and Cash in the Account shall be freely transferable without payment
of money or value other than for safe custody and administration.

D. Ownership and Segregation of Property in the Account. The ownership
of the property in the Account, whether Securities, Cash or both, and whether
any such property is held by Sub-custodian in an Eligible Depository, shall be
clearly recorded on Sub-custodian's books as belonging to Custodian an behalf of
Custodian's customers, and not

<PAGE> 3

for Custodian's own interest and, to the extent that Securities are physically
held in the Account, such Securities shall also be physically segregated from
the general assets of Sub-custodian, the assets of Custodian in its individual
capacity and the assets of Sub-custodian's other customers. In addition,
Sub-custodian shall maintain such other records as may be necessary to identify
the property hereunder as belonging to each Account.

E. Registration of Securities in the Account. Securities which are
eligible for deposit in a depository as provided for in Paragraph III may be
maintained with the depository in an account for Sub-custodian's customers.
Securities which are not held in a depository and that-are ordinarily held in
registered form will be registered in the name of Sub-custodian or in the name
of Sub-custodian Is nominee, unless alternate Instructions are furnished by
Custodian.

II. Services to Be Provided By the Sub-custodian

The services Sub-custodian will provide to Custodian and the manner in
which such services will be performed will be as set forth below in this
Agreement.

A. services Performed Pursuant--to Instructions. All transactions
involving the Securities and Cash in the Account shall be executed solely in
accordance with Custodian's Instructions as that term is defined in Paragraph IV
hereof, except those described in paragraph B below.

B. Services to Be Performed Without Instructions. Sub-custodian will,
unless it receives Instructions from Custodian to the contrary:

1. Collect Cash. Promptly collect and receive all dividends, income,
principal, proceeds from transfer and other payments with respect to property
held in the Account, and present for payment all Securities held in the Account
which are called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon presentation, and
credit Cash receipts therefrom to the Deposit Account.

2. Exchange Securities. Promptly exchange Securities where the
exchange is purely ministerial including, without limitation, the exchange of
temporary Securities for those in definitive form and the exchange of warrants,
or other documents of entitlement to Securities, for the Securities themselves.

3. Sale of Rights and Fractional Interests. Whenever notification
of a rights entitlement or a fractional interest resulting from a rights issue,
stock dividend or stock split is received for the Account and such rights
entitlement or fractional interest bears an expiration date, Sub-custodian will
promptly endeavor to obtain Custodian's Instructions, but should these not be
received in time for sub-custodian to take timely action, Sub-custodian is
authorized to sell such rights entitlement or fractional interest and to credit
the Account.

4. Execute Certificates. Execute in Custodian's name for the
Account, whenever Sub-custodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income from the
Securities held in the account.
<PAGE> 4

5. Pay Taxes and Receive Refunds. To pay or cause to be paid
from the Account any and all taxes and levies in the nature of taxes imposed on
the property in the Account by any governmental authority, and to take all steps
necessary to obtain all tax exemptions, privileges or other benefits, including
reclaiming and recovering any foreign withholding tax, relating to the Account
and to execute any declaration, affidavits, or certificates of ownership which
may be necessary in connection therewith.

6. Prevent Losses. Take such steps as may be reasonably
necessary to secure or otherwise prevent the loss of, entitlements attached to
or otherwise relating to property held in the Account.

C. Additional Services.

1 . Transmission of Notices of Corporate Action. By such means
as will permit Custodian to take timely action with respect thereto,
Sub-custodian will promptly notify Custodian upon receiving notices or reports,
or otherwise becoming aware, of corporate action affecting Securities held in
the Account (including, but not limited to, calls for redemption, mergers,
consolidations, reorganizations, recapitalizations, tender offers, rights
offerings, exchanges, subscriptions and other offerings) and dividend, interest
and other income payments relating to such Securities.

2. Communications Regarding the Exercise of Entitlements. Upon
request by Custodian, sub-custodian will promptly deliver, or cause any Eligible
Depository authorized and acting hereunder to deliver, to Custodian all notices,
proxies, proxy soliciting materials and other communications that call for
voting or the exercise of rights or other specific action (including material
relative to legal proceedings intended to be transmitted to security holders)
relating to Securities held in the Account to the extent received by
Sub-custodian or said Eligible Depository, such proxies or any voting
instruments to be executed by the registered holder of the Securities, but
without indicating the manner in which such Securities are to be voted.

3. Monitor Financial Service. In furtherance of its
obligations under this Agreement, Sub-custodian will monitor a leading financial
service with respect to announcements and other information respecting property
held in the Account, including announcements and other information with respect
to corporate actions and dividend, interest and other income payments.

III. Use of Securities Depository

Sub-custodian may, with the prior written approval of Custodian, maintain all or
any part of the Securities in the Account with a securities depository or
clearing agency which is incorporated or organized under the laws of a country
other than the United States of America and is supervised or regulated by a
government agency or regulatory authority in the foreign jurisdiction having
authority over such depositories or agencies, and which operates (a) the central
system for handling of designated securities or equivalent book entries in
, or (b) a transnational system for the central handling of
securities or equivalent book entries (herein called "Eligible Depository") ,
provided however, that, while so maintained, such Securities shall be subject
only to the directions of Sub-custodian, and that Sub-custodian duties,
obligations and responsibilities with regard to such Securities shall be the
same as if such Securities were held by Sub-custodian on its premises.
<PAGE> 5

IV. Claims Against Property in the Account

The property in the account shall not be subject to any right, charge, security
interest, lien or claim of any kind (collectively "Charges") in favor of
Sub-custodian or any Eligible Depository or any creditor of Sub-custodian or of
any Eligible Depository except a claim for payment for such property's safe
custody or administration in accordance with the terms of this Agreement.
Sub-custodian will immediately notify Custodian of any attempt by any party to
assert any Charge against the property held in the Account and shall take all
lawful actions to protect such property from such Charges until Custodian has
had a reasonable time to respond to such notice.

V. Sub-custodian's Warranty

Sub-custodian represents and warrants that:

(A) It is a branch of a "qualified U.S. bank" or an "eligible foreign
custodian" as those terms are defined in Rule 17f -5 of the Investment Company
Act of 1940, a copy of which is attached hereto as Attachment A (the "Rule") ,
and sub-custodian shall immediately notify Custodian, in writing or by other
authorized means, in the event that there appears to be a substantial likelihood
that sub-custodian will cease to qualify under the Rule as currently in effect
or as hereafter amended, or

(B) it is the subject of an exemptive order issued by the United States
Securities and Exchange Commission which order permits Custodian to employ
Sub-custodian notwithstanding the fact that Sub-custodian fails to qualify under
the terms of the Rule, and Sub-custodian shall immediately notify Custodian, in
writing or by other authorized means, if for any reason it is no longer covered
by such exemptive order.

Upon receipt of any such notification required under (A) or (B) of this section,
Custodian may terminate this Agreement immediately without prior notice to
Sub-custodian.

VI. Definitions.

A. Instructions. The term "Instructions" means:

1. instructions in writing signed by authorized individuals
designated as such by Custodian;

2. telex or tested telex instructions of Custodian;

3. other forms of instructions in computer readable form as
shall customarily be used for the transmission of like information, and

4. such other forms of communication as from time to time may
be agreed upon by Custodian and Sub-custodian, which Sub-custodian believes in
good faith to have been given by Custodian or which are transmitted with proper
testing or authentication pursuant to terms and conditions which Custodian may
specify.

Unless otherwise expressly provided, all Instructions shall continue in full
force and effect until canceled or superseded. Sub-custodian shall act in
accordance with Instructions and shall not be liable for any act or omission in
respect of any Instruction except in the case of willful
<PAGE> 6

default, negligence, fraud, bad faith, willful misconduct, or reckless disregard
of duties on the part of Sub-custodian. Sub-custodian in executing all
Instructions will take relevant action in accordance with accepted industry
practice and local settlement practice.

B. Account. The term "Account" means collectively the Custody Account,
and the Deposit Account.

C. Securities. The term "Securities" includes, without limitation,
stocks, shares, bonds, debentures, debt securities (convertible or
nonconvertible), notes, or other obligations or securities and any certificates,
receipts, futures contracts, foreign exchange contracts, options, warrants,
scrip or other instruments representing rights to receive, purchase or subscribe
for the same, or evidencing or representing any other rights or interests
therein, or in any property or assets.

VII. Miscellaneous Provisions

A. Statements Regarding the Account. Sub-custodian will supply
Custodian with such statements regarding the Account as Custodian may request,
including the identity and location of any Eligible Depository authorized and
acting hereunder. In addition, Sub-custodian will supply Custodian an advice or
notification of any transfers of Securities to or from the Account indicating,
as to securities acquired for the Account, if applicable, the Eligible
Depository having physical possession of such Securities.

B. Examination of Books and Records. Sub-custodian agrees that its
books and records -relating to the Account and Sub-custodian Is actions under
this Agreement shall be open to the physical, on-premises inspection and audit
at reasonable times by officers of, auditors employed by or other
representatives of Custodian including (to the extent permitted under the law of
) the independent public accountants for any customer of Custodian whose
property is being held hereunder and such books and records shall be retained
for such period as shall be agreed upon by Custodian and Sub-custodian.

As custodian may reasonably request from time to time, Sub-custodian will
furnish its auditor's reports on its system of internal controls, and
Sub-custodian will use its best efforts to obtain and furnish similar reports of
any Eligible Depository authorized and acting hereunder.

C. Standard of Care. In holding, maintaining, servicing and disposing
of Property under this Agreement, and in fulfilling any other obligations
hereunder, sub-custodian shall exercise the same standard of care that it
exercises over its own assets, provide that Sub-custodian shall exercise at
least the degree of care and maintain adequate insurance as expected of a
prudent professional Sub-custodian for hire and shall assume the burden of
proving that it has exercised such care in its maintenance of Property held by
Sub-custodian in its Account. The maintenance of the Property in an Eligible
Depository shall not affect Sub-custodian I s standard of care, and
Sub-custodian will remain as fully responsible for any loss or damage to such
securities as if it had itself retained physical possession of them.
Sub-custodian shall also indemnify and hold harmless Custodian and each of
Custodian's customers from and against any loss, damage, cost, expense,
liability or claim (including reasonable attorney's fees) arising out of or in
connection with the improper or negligent performance or the nonperformance of
the duties of Sub-custodian.
<PAGE> 7
Sub-custodian shall be responsible for complying with all provisions of the law
of , or any other law, applicable to Sub-custodian in connection with
its duties hereunder, including (but not limited to) the payment of all transfer
taxes or other taxes and compliance with any currency restrictions and
securities laws in connection with its duties as Sub-custodian.

D. Loss of Cash or securities. Sub-custodian agrees that, in the even
of any loss of Securities or Cash in the Account, Sub-custodian will use its
best efforts to ascertain the circumstances relating to such loss and will
promptly report the same to custodian and shall use every legal means available
to it to effect the quickest possible recovery.,

E. Compensation of Sub-custodian. Custodian agrees to pay to
Sub-custodian from time to time such compensation for its services and such
out-of-pocket or incidental expenses of Sub-custodian pursuant to this Agreement
as may be mutually agreed upon in writing from time to time.

F. Operating Requirements. The Sub-custodian agrees to follow such
operating Requirements as the Custodian may establish from time to time. A copy
of the current operating Requirements is attached as Attachment B to this
Agreement.

G. Termination. This Agreement may be terminated by Sub-custodian or
Custodian on 60 days' written notice to the other party, sent by registered
mail, provided that any such notice, whether given by Sub-custodian or
Custodian, shall be followed within 60 days by Instructions specifying the names
of the persons to whom Sub-custodian shall deliver the Securities in the Account
and to whom the Cash in the account shall be paid. if within 60 days following
the giving of such notice of termination, sub-custodian does not receive such
instructions, Sub-custodian shall continue to hold such Securities and Cash
subject to this Agreement until such Instructions are given. The obligations of
the parties under this Agreement shall survive the termination of this
Agreement.

G. Notices. Unless otherwise specified in this Agreement, all notices
and communications with respect to matters contemplated by this Agreement shall
be in writing, and delivered by mail, postage prepaid, telex, SWIFT, or other
mutually agreed telecommunication methods to the following addresses (or to such
other address as either party hereto may from time to time designate by notice
duly given in accordance with this paragraph):

To Sub-custodian:

To custodian: State Street Bank and Trust Company
Securities Operations/
Network Administration
P.O. Box 1631
Boston, MA 02105

H. Confidentiality. Sub-custodian and Custodian shall each use its best
efforts to maintain the confidentiality of the property in the Account and the
beneficial owners thereof, subject, however, to the provisions of any laws,
requiring disclosure. In addition, Sub-custodian shall safeguard any test keys,
identification codes or other security devices which Custodian shall make
available to it. The Sub-custodian

<PAGE> 8

further agrees it will not disclose the existence of this Agreement or any
current business relationship unless compelled by applicable law or regulation
or unless it has secured the Custodian, a written consent.

I. Assignment. This Agreement shall not be assignable by either party
but shall bind any successor in interest of Custodian and Sub-custodian
respectively.

J. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of . To the extent inconsistent with this
Agreement or Custodian's Operating Requirements as attached hereto,
Sub-custodian's rules and conditions regarding accounts generally or custody
accounts specifically shall not apply.

CUSTODIAN: STATE STREET BANK AND TRUST COMPANY

By:
-----------------------------------

Date:
---------------------------------

AGREED TO BY SUBCUSTODIAN

- --------------------------------------

By:
-----------------------------------

Date:
---------------------------------