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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
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[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
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Enterprise Accumulation Trust
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(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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(ENTERPRISE LETTERHEAD)
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April 30, 1999
Dear Contractholder:
We are pleased to enclose an information statement relating to a change in
Portfolio Manager for Enterprise Accumulation Trust International Growth
Portfolio (the "International Growth Portfolio"). Vontobel USA Inc. ("Vontobel
USA") was named Portfolio Manager effective April 1, 1999, by the Board of
Trustees of Enterprise Accumulation Trust. Vontobel USA is a subsidiary of
Vontobel Holding Ltd., a Swiss bank holding company, and an affiliate of Bank J.
Vontobel & Co. Ltd. Combined assets under management of all affiliates were in
excess of $40 billion as of December 31, 1998.
Vontobel USA brings its investment management expertise to the
International Growth Portfolio of the Enterprise family of 11 Portfolios. In
selecting Vontobel USA as Portfolio Manager, consideration was given to, among
other factors, the firm's investment management acumen and style in conjunction
with the investment objectives of the International Growth Portfolio. There will
be no change in the International Growth Portfolio's investment objective.
However, Vontobel USA's investment style is distinct and will result in
modification of investment strategies.
Using a bottom-up investment approach, Vontobel USA invests in large- and
medium-capitalization companies that have a long record of successful operations
in their core business. Typically such companies occupy a leading position in
their industry, have consistently generated free cash flow, and have achieved
earnings growth through increasing market share and unit sales volumes. Vontobel
USA's goal is to construct a portfolio of the best companies in the developed
markets of Europe and the Pacific Basin without making any country bets. With
approximately 80-100 names, the International Growth Fund also seeks to be well
diversified in terms of industry exposure. Vontobel USA analyzes approximately
35 international equity markets, including those comprised in Morgan Stanley
Capital International's EAFE (Europe, Australia and Far East). The Adviser also
gives consideration to such factors as market liquidity, accessibility to
foreign investors, regulatory protection of shareholders, accounting and
disclosure standards, transferability of funds and foreign exchange controls, if
any.
The management fee paid by the International Growth Portfolio to Enterprise
Capital Management, Inc. ("Enterprise Capital") will remain unchanged at 0.85%
of its average daily net assets; however, fees paid by Enterprise Capital to
Vontobel USA will be revised to the following schedule: 0.40 of 1% per year for
the first $100,000,000 of assets under management; 0.35 of 1% per year for
assets between $100,000,000 to $200,000; 0.30 of 1% per year for assets between
$200,000,000 and $500,000,000; and 0.25% per year for assets in excess of
$500,000,000. The other terms of the subadvisory agreement are identical to the
previous arrangements.
We encourage you to read the attached information statement which more
fully describes Vontobel USA and the Board of Trustees' approval of the new
subadvisory agreement. Enterprise Accumulation Trust looks forward to working
with Vontobel USA to assist you in working toward your investment goals. Thank
you for your continued support.
Sincerely,
/s/Victor Ugolyn
Victor Ugolyn
Chairman, President, and Chief Executive Officer
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ENTERPRISE ACCUMULATION TRUST
INTERNATIONAL GROWTH PORTFOLIO
THE MONY GROUP INC.
MAIL DROP 9-34
1740 BROADWAY
NEW YORK, NEW YORK 10019
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INFORMATION STATEMENT
---------------------
We are providing this information statement to the contractholders of
Enterprise Accumulation Trust International Growth Portfolio (the "International
Growth Portfolio") in lieu of a proxy statement, pursuant to the terms of an
exemptive order that Enterprise Accumulation Trust (the "Fund") has received
from the Securities and Exchange Commission. The order permits the Fund's
investment adviser, Enterprise Capital Management, Inc. ("Enterprise Capital"),
to hire new Portfolio Managers and to make changes to existing Portfolio Manager
contracts with the approval of the Fund's Board of Trustees, but without
obtaining contractholder approval. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Shares of beneficial interest ("Shares") of the Fund are presently sold to
The Mutual Life Insurance Company of New York ("MONY") and its affiliate, MONY
Life Insurance Company of America ("MONY America") for allocation to variable
accounts established by MONY and MONY America (collectively the "Variable
Accounts") to provide benefits to Contractholders ("Contractholders") of
variable annuity and variable life insurance contracts ("Contracts") issued by
those companies.
SHARE OWNERSHIP
The International Growth Portfolio is a separate series of shares of
beneficial interest of the Fund. As of April 15, 1999, there were 13,972,621.750
shares outstanding as to the International Growth Portfolio. The cost of this
information statement will be paid by the Portfolio. As of April 1, 1999, MONY
and MONY America owned all of the outstanding shares of the Trust. Although
shares held by the Variable Accounts generally will be voted in accordance with
instructions received from Contractholders, if voting were required, the Trust
might nevertheless be deemed to be controlled by MONY and MONY America by virtue
of the definition of "control" contained in the Investment Company Act of 1940,
as amended (the "Investment Company Act"). MONY and MONY America disclaim such
control.
To the knowledge of the Trust, as of April 1, 1999, no single person or
"group" (as such term is used in Section 13(d) of the Securities Exchange Act of
1934), had the power to direct the vote of more than 5% of the Portfolio's
outstanding shares. As of April 1, 1999, Trustees and officers of the Trust as a
group beneficially owned none of the Trust's outstanding shares. This
information statement will be mailed on or about April 30, 1999.
THE FUND
The International Growth Portfolio is an investment portfolio of the Fund,
a Massachusetts Trust. The Fund has entered into an investment advisory
agreement with Enterprise Capital dated November 1998 (the "Adviser's
Agreement"). Under the Adviser's Agreement, it is Enterprise Capital's
responsibility to select, subject to the review and approval by the Board of
Trustees, one or more subadvisers (the "Portfolio Managers") to manage each
investment portfolio of the Fund. The Adviser's Agreement also gives Enterprise
Capital the responsibility to review and monitor the performance of the
Portfolio Managers on an ongoing basis, and to recommend to the Board of
Trustees changes to the roster of Portfolio Managers as appropriate. Enterprise
Capital also is responsible for conducting all business operations of the Fund,
except those operations contracted to the Fund's custodian or transfer agent. As
compensation for these services, Enterprise Capital receives a fee from each
investment portfolio of the Fund, out of which Enterprise Capital renders all
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fees payable to the Portfolio Managers. The investment portfolios of the Fund,
therefore, pay no fees directly to the Portfolio Managers.
Enterprise Capital recommends Portfolio Managers for the Funds to the
Board, on the basis of its continuing quantitative and qualitative evaluation of
the Portfolio Manager's skills in managing assets pursuant to specific
investment styles and strategies in accordance with the objectives of each Fund.
Short-term investment performance, by itself, is not a significant factor in
selecting or terminating a Portfolio Manager, and Enterprise Capital does not
expect to recommend frequent changes of Portfolio Managers.
The Portfolio Managers do not provide any services to the Portfolios except
portfolio investment management and related record-keeping services. However, in
accordance with the procedures adopted by the Board, the Portfolio Manager, or
its affiliated broker-dealer, may execute transactions for the International
Growth Portfolio and receive brokerage commissions in connection therewith as
permitted by Section 17(e) of the Investment Company Act of 1940, as amended
(the "1940 Act") and the rules thereunder.
BOARD OF TRUSTEES' DECISION
At a meeting held on February 25, 1999, the Board, including a majority of
the non-interested Trustees, approved Enterprise Capital's recommendation to
replace Brinson Partners, Inc. ("Brinson") with a new Portfolio Manager.
Accordingly, the Board approved a Portfolio Manager Agreement (the "New
Agreement") with Vontobel USA. The Board's decision to replace Brinson was based
on performance and divergent investment strategies. In approving the New
Agreement, the Board considered a number of factors, including, but not limited
to: (i) the performance of the International Growth Portfolio since it commenced
operations; (ii) the nature and quality of the services expected to be rendered
to the International Growth Portfolio by the Portfolio Manager, (iii) that the
material terms of the Portfolio Manager Agreement will be unchanged under the
New Agreement; (iv) the history, reputation, qualification and background of the
Portfolio Manager, as well as the qualifications of its personnel. The Board
considered these factors to be of equal weight and importance.
Enterprise Capital made the recommendation to hire Vontobel USA in the
ordinary course of its ongoing evaluation of Portfolio Manager performance and
investment strategy. Enterprise Capital conducted extensive research of numerous
candidate firms and qualitative and quantitative analysis of each candidate's
organizational structure, investment process and style, and long-term
performance record. Enterprise Capital believes that Vontobel USA's management
style is appropriately suited to the International Growth Portfolio.
THE PORTFOLIO MANAGER AGREEMENT
Brinson served as Portfolio Manager of the International Growth Portfolio,
pursuant to a Portfolio Manager Agreement dated September 1994 (the "Previous
Agreement"). Under the Adviser's Agreement, the International Growth Portfolio
paid to Enterprise Capital a management fee equal to 0.85% of its average daily
net assets. From this amount, under the Previous Agreement Enterprise Capital
paid to Brinson fees equal to 0.45% of the International Growth Portfolio's
daily net assets up to $100,000,000. These fees will change under the New
Agreement to: 0.40 of 1% per year for the first $100,000,000 of assets under
management; 0.35 of 1% per year for assets between $100,000,000 to $200,000;
0.30 of 1% per year for assets between $200,000,000 and $500,000,000; and 0.25%
per year for assets in excess of $500,000,000.
For the fiscal year ended December 31, 1998, the International Growth
Portfolio paid to Enterprise Capital management fees in the amount of $730,659,
of which Enterprise Capital paid $386,819 to Brinson. If the New Agreement had
been in effect for 1998, the fee paid by Enterprise Capital to the Portfolio
Manager would have been $343,839.
The other terms of the New Agreement are identical in form to the Previous
Agreement. The form of the New Agreement is attached to this Information
Statement as Exhibit A.
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THE BOARD OF TRUSTEES' DECISION
In approving the New Agreement, the Board of Trustees considered a number
of material factors, including, but not limited to: that the terms and
conditions of the New Agreement are substantially identical to those of the
Previous Agreement, the performance of the International Growth Portfolio, the
quality of the services rendered by Vontobel USA, and that the New Agreement
would secure the continuity of such services. The Board considered these factors
to be of equal weight and importance. On the basis of their review of the New
Agreement and relevant information, the Board concluded that the New Agreement
was fair, reasonable and in the best interests of the contractholders of the
International Growth Portfolio. Accordingly, the Board of Trustees, including
the non-interested Trustees, unanimously approved the New Agreement.
Under the New Agreement, Vontobel USA is obligated to provide the same
services to the International Growth Portfolio as under the Previous Agreement.
In addition, the New Agreement does not change the management fee paid by the
International Growth Portfolio. Under the Previous Agreement, the International
Growth Portfolio paid to Enterprise Capital a fee equal to 0.85% of its average
daily net assets. From that amount, Enterprise Capital paid Brinson a fee of
0.45% on the first $100 million and 0.35% thereafter of the International Growth
Portfolio's average daily net assets.
The New Agreement is identical in form to the Previous Agreement with the
exception of the revised Portfolio Manager fee schedule. The form of the New
Agreement is attached to this Information Statement as Exhibit A.
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of the Fund. Enterprise Capital is a second-tier
subsidiary of The MONY Group Inc. Enterprise Fund Distributors, Inc. is the
Fund's principal underwriter, and its address is 3343 Peachtree Road NE, Suite
450, Atlanta, Georgia 30326-1022. Enterprise Capital also provides investment
advisory services to The Enterprise Group of Funds, Inc. International Growth
Fund that has an identical investment objective to the International Growth
Portfolio.
INFORMATION ON VONTOBEL USA
The following is a description of Vontobel USA, which is based on
information provided by Vontobel USA. Vontobel USA is not affiliated with
Enterprise Capital or Enterprise Accumulation Trust other than by reason of
serving as Portfolio Manager to one or more Funds.
Vontobel USA's offices are located at 450 Park Avenue, New York, New York
10022. Vontobel USA has provided investment counseling since 1984. Vontobel's
assets under management for all clients were $1.9 billion as of December 31,
1998. Usual separate account investment minimum is $10 million. It is a wholly-
owned subsidiary of Vontobel Holding Ltd., ZV-Kontrollen, Bahnhof Strasse #3
CH-8022, Zurich, Switzerland, it is a Swiss bank holding company and an
affiliate of Bank J. Vontobel & Co. Ltd. Combined assets under management of all
affiliates were in excess of $40 billion as of December 31, 1998. Fabrizio
Pierallini, Senior Vice President and Managing Director of International
Investments is responsible for the day-to-day management of the Fund. Mr.
Pierallini has been employed by Vontobel USA since 1994. He previously served as
Associate Director/Portfolio Manager for Swiss Bank Corporation (UBS). Mr.
Pierallini also serves as President and Portfolio Manager of the Vontobel Funds
Inc. International Equity Fund which had $161,933,093 in assets under management
as of December 31, 1998. The management fee is 0.90%.
Henry Schlegel serves as Managing Director, President and Chief Executive
Officer of Vontobel USA; Thomas P. Wittwer serves as Managing Director and
Senior Vice President of Vontobel USA. Each of these individuals maintains his
office at 450 Park Avenue, New York, New York 10022. Beat Naegeli serves as
Chairman; Urs Ernst and Walter Kaeser serve as Directors. Each of these
individuals maintains an office in Zurich and is affiliated with Bank J.
Vontobel & Co. Ltd.
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ADDITIONAL INFORMATION
To the knowledge of the Fund, as of April 1, 1999, no person beneficially
owned more than 5% of the outstanding shares of the International Growth
Portfolio. The Fund is not required to hold annual meetings of contractholders,
therefore, it cannot be determined when the next meeting of contractholders will
be held. Contractholder proposals intended to be considered for inclusion in the
proxy statement for the next meeting of contractholders must be received by the
Fund a reasonable time before the proxy statement is mailed. Whether a
contractholder proposal will be included in the proxy statement will be
determined in accordance with the applicable state and federal laws.
Copies of the Fund's most recent annual and semi-annual reports are
available without charge. You may obtain a copy of these reports by calling
800-487-6669, or writing to The MONY Group Inc., 1740 Broadway, New York, New
York 10019.
By Order of the Board of Trustees,
Catherine R. McClellan
Secretary
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EXHIBIT A
INTERNATIONAL GROWTH FUND
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 31st day of March, 1999, is among Enterprise
Accumulation Trust (the "Fund"), a Massachusetts business trust, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Vontobel USA Inc., a New York corporation (hereinafter referred
to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement dated as
of May 1, 1993, with the Fund ("Investment Adviser's Agreement"). Pursuant to
the Investment Adviser's Agreement, the Adviser has agreed to render investment
advisory and certain other management services to all of the Portfolios of the
Fund (the "Portfolios"), and the Fund has agreed to employ the Adviser to render
such services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the Portfolios
of the Fund.
(B) The parties hereto wish to enter into an agreement (the "Agreement")
whereby the Portfolio Manager will provide to the International Growth Portfolio
of the Fund (the "International Growth Portfolio") securities investment
advisory services for that Fund, subject to requisite approvals under the
Investment Company Act of 1940. The Fund, the Adviser, and the Portfolio Manager
are registered under the 1940 Act.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employ the Portfolio Manager to render
certain investment advisory services to the Fund, as set forth herein. The
Portfolio Manager hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Portfolio Manager shall furnish the International Growth
Portfolio advice with respect to the investment and reinvestment of the
assets of the International Growth Portfolio, or such portion of the assets
of the Fund as the Adviser shall specify from time to time, in accordance
with the investment objectives, restrictions and limitations of the series
as set forth in the Fund's most recent Registration Statement and the
Fund's governing documents.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Fund to the holdings report provided by the Fund's custodian and bring
any material or significant variances regarding holdings or valuations to
the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be deemed to
be an independent contractor. The Portfolio Manager has no authority to act
for or represent the Fund or the series in any way except to direct
securities transactions pursuant to its investment advice hereunder. The
Portfolio Manager is not an agent of the Fund or the series.
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or
the series.
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(6) (a) The Adviser agrees to pay as compensation to the Portfolio
Manager for its services to be furnished under this Agreement, with respect
to each calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum equal to
0.033 of 1% of the average of the daily closing net asset value of the Fund
managed by the Portfolio Manager during such month (that is, 0.40 of 1% per
year) for the first $100,000,000 of assets under management; a sum equal to
0.029 of 1% of the average of the daily closing net asset value of the Fund
during such month (that is, 0.35 of 1% per year) for assets between
$100,000,000 to $200,000,000 under management; and a sum equal to 0.025 of
1% of the average of the daily closing net asset value of the Fund during
such month (that is, 0.30 of 1% per year) for assets between $200,000,000
and $500,000,000; and a sum equal to 0.0208 of 1% (that is, 0.25% per year)
for assets in excess of $500,000,000.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Fund shall be computed in the manner specified in the
Registration Statement for the computation of the value of such net assets
in connection with the determination of the net asset value of the Fund's
shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way relieving
the Portfolio Manager of its responsibilities hereunder, it is agreed that
the Portfolio Manager may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which
its investment advice and service is furnished hereunder. The Portfolio
Manager may, from time to time hereafter, act as investment adviser to one
or more other investment companies and fiduciary or other managed accounts,
provided that when the purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more companies or accounts
managed by the Portfolio Manager which have available funds for investment,
the available securities will be allocated in a manner believed by the
Portfolio Manager to be equitable to each company or account.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio Manager
shall not be liable to the Fund, the series or the Adviser or to any
shareholder or shareholders of the Fund, the series or the Adviser for any
mistake of judgment, act or omission in the course of, or connected with,
the services to be rendered by the Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who are responsible for
investing assets of the Fund from taking, at any time, a short position in
any shares of any holdings of any series of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short
positions, including without limitation, short against-the-box positions,
effected for tax reasons. The Portfolio Manager also will cooperate with
the Fund in adopting a written policy prohibiting insider trading with
respect to Fund series transactions insofar as such transactions may relate
to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Fund, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Fund, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect
to such purchases and sales of Fund securities for the Fund. Subject to
this primary requirement, and maintaining as its first consideration the
benefits for the Funds and its shareholders, the Portfolio Manager shall
have the right, subject to the approval of the Board of Trustees of the
Fund and of the Adviser, to follow a policy of selecting brokers and
dealers who furnish statistical research and other services to the Fund,
the Adviser, or the Portfolio Manager and, subject to the Conduct Rules of
the National Association of Securities Dealers, Inc., to select brokers and
dealers who sell shares of series of the Fund.
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(11) The Fund may terminate this Agreement by thirty (30) days written
notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by
vote of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the
Portfolio Manager and the Portfolio Manager may terminate this Agreement by
thirty (30) days written notice to the Adviser, without the payment of any
penalty. This Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such assignment from
the provision of Section 15 (a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until March 1, 2000 and
from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a
majority of those Directors who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically approved
at least annually by the vote of a majority of Directors of the Fund who
are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such
approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and directors and each person, if any, who controls
the Portfolio Manager within the meaning of Section 15 of the Securities
Act of 1933 (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including
the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred
in connection therewith), arising from the Indemnified Party's performance
or non-performance of any duties under this Agreement. However, in no case
(i) is this indemnity to be deemed to protect any particular Indemnified
Party against any liability to which such Indemnified Party would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of reckless disregard of its
obligations and duties under this Portfolio Manager's Agreement or (ii) is
the Adviser to be liable under this indemnity with respect to any claim
made against any particular Indemnified Party unless such Indemnified Party
shall have notified the Adviser in writing within a reasonable time after
the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Portfolio Manager or such
controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls
the Adviser within the meaning of Section 15 of the Securities Act of 1933,
against any loss, liability, claim, damage or expense described in the
foregoing indemnity, but only with respect to the Portfolio Manager's
willful misfeasance, bad faith or gross negligence in the performance of
its duties under this Fund Manager's Agreement. In case any action shall be
brought against the Adviser or any person so indemnified, in respect of
which indemnity may be sought against the Portfolio Manager, the Portfolio
Manager shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties
given to the Portfolio Manager by the provisions of subsection (i) and (ii)
of this section.
(14) Except as otherwise provided in paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of
the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the 1940 Act.
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(18) If any provision of this Agreement shall be held or made invalid
by a count decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
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(SEAL) ENTERPRISE ACCUMULATION TRUST
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
-------------------------------------------- ---------------------------------------------------
Secretary Victor Ugolyn, Chairman, President and
Chief Executive Officer
(SEAL) ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
-------------------------------------------- ---------------------------------------------------
Secretary Victor Ugolyn, Chairman, President and
Chief Executive Officer
(SEAL) VONTOBEL USA INC.
ATTEST: /s/ THOMAS WITTWER By: /s/ HEINRICH SCHLEGEL
-------------------------------------------- ---------------------------------------------------
Secretary Heinrich Schlegel, President and
Chief Executive Officer
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