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As filed with the Securities and Exchange Commission on August 7, 2000
Securities Act File No. 33-21534
Investment Company Act File No. 811-05543
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 23
(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
405 LEXINGTON AVENUE 11TH FLOOR
NEW YORK, NY 10174
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)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) 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:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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The Prospectus and Statement of Additional Information contained in
Post-Effective Amendment No. 20, filed on April 27, 2000, are incorporated by
reference into this Post-Effective Amendment No. 22 to the Registrant's
Registration Statement.
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PART C
OTHER INFORMATION
Item 23. Exhibits.
(a) (i) Registrant's Charter [Declaration of Trust]. Incorporated
herein by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (Reg. No.
33-21534), filed on July 15, 1999.
(ii) Amendments to Charter [Declaration of Trust].
Incorporated herein by reference to Post-Effective Amendment
No. 19 to Registrant's Registration Statement on Form N-1A
(Reg. No. 33-21534), filed on July 15, 1999.
(b) By-Laws. Incorporated herein by reference to Post-Effective
Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (Reg. No. 33-21534), filed on July 15, 1999.
(c) Not applicable.
(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 among 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 among 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 among Enterprise
Accumulation Trust, Enterprise Capital and TCW
Investment Management Company, as sub-adviser, filed
as Exhibit (d)(iv) to Post-Effective Amendment No. 20
dated April 28, 2000 (Reg. No. 33-21534 is
incorporated.
(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 among Enterprise
Accumulation Trust. Enterprise Capital and Marsico
Capital Management, LLC, as sub-adviser, filed as
Exhibit (d)(vi) to Post-Effective Amendment No. 20
dated April 28, 2000 (Reg. No. 33-21534), is
incorporated.
(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.
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(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.
(xv) Portfolio Manager's Agreement among Enterprise
Accumulation Trust, Enterprise Capital and OpCap
Advisors, as sub-adviser, filed as Exhibit (d)(xv) to
Post-Effective Amendment No. 20 dated April 28, 2000
(Reg No. 33-21534), is incorporated.
(xvi) Portfolio Manager's Agreement among Enterprise
Accumulation Trust, Enterprise Capital and Sanford C.
Bernstein & Co., Inc., as sub-adviser, filed as
Exhibit (d)(xvi) to Post-Effective Amendment No. 20
dated April 28, 2000 (Reg. No. 33-21534), is
incorporated.
(e) Distribution Agreement. Incorporated herein by reference to
Post-Effective Amendment No. 19, to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on July 15,
1999.
(f) Not applicable.
(g) Custody Agreement. Incorporated herein by reference to
Post-Effective Amendment No. 19, to Registrant's Registration
Statement on Form N-1A (Reg. No. 33-21534), filed on July 15,
1999.
(h) Inapplicable.
(i) Opinion of Counsel, filed as Exhibit (i) to Post-Effective
Amendment No. 20, dated April 28, 2000, to Registration
Statement on Form N-1A (Reg. no. 33-21534), is incorporated.
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(j) Consent of Independent Accountants, filed as Exhibit (j) to
Post-Effective Amendment No. 20, dated April 28, 2000, to
Registration Statement on Form N-1A (Reg. no. 33-21534), is
incorporated.
(k) Inapplicable.
(l) Agreement Related to Initial Capital. Incorporated herein by
reference to Post-Effective Amendment No. 19, to Registrant's
Registration Statement on Form N-1A (Reg. No. 33-21534), filed
on July 15, 1999.
(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.
(p) Codes of Ethics. Filed herein.
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
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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 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.; TCW
Investment Management Company; 1740 Advisers, Inc.; Marsico Capital
Management, LLC; Fred Alger Management, Inc.; William D. Witter, Inc.;
GAMCO Investors, Inc.; Vontobel USA Inc.; Sanford C. Bernstein & Co.,
Inc.; Caywood-Scholl Capital Management; and OpCap Advisors, 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:
File No.
Montag & Caldwell, Inc. 801-15398
Retirement System Investors Inc. 801-36893
TCW Investment Management Company 801-29075
1740 Advisers, Inc. 801-08176
Marsico Capital Management, LLC. 801-54914
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
OpCap Advisors 801-27180
Item 27. Principal Underwriters.
Inapplicable.
Item 28. Location and Accounts and Records.
Entity Function Address
Enterprise Accumulation Registrant Atlanta Financial Center
Trust 3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326
Enterprise Capital Investment
Adviser
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Management, Inc. Same as above.
State Street Bank and Trust Custodian One Heritage Drive
Company The Joseph Palmer
Building
North Quincy, MA 02171
The records of the Fund Managers are kept at the following locations:
Growth Portfolio Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248
Growth & Income Portfolio Retirement Systems Investors Inc.
317 Madison Avenue
New York, NY 10017
Equity Portfolio TCW Investment Management Company
865 South Figueroa Street, Suite
1800
Los Angeles, CA 90017
Equity Income Portfolio 1740 Advisers, Inc.
1740 Broadway
New York, NY 10019
Capital Appreciation Portfolio Marsico Capital Management, LLC
1200 17th Street
Suite 1300
Denver, Colorado 80202
Multi-Cap Growth Portfolio Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
Small Company Growth Portfolio William D. Witter, Inc.
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Small Company Value Portfolio GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
International Growth Portfolio Vontobel USA Inc.
450 Park Avenue
New York, New York 10022
Global Financial Services Sanford C. Bernstein & Co., Inc.
Portfolio 767 Fifth Avenue
New York, NY 10153-0185
Internet Portfolio Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
High-Yield Bond Portfolio Caywood-Scholl Capital Management
4350 Executive Drive, Suite 125
San Diego, CA 92121
Balanced Portfolio Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248
Managed Portfolio OpCap Advisors
1345 Avenue of the Americas
47th Floor
New York, NY 10105-4800
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
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New York, New York 10048
Item 29. Management Services.
Inapplicable.
Item 30. Undertakings.
Inapplicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement under rule
485(b) under the Securities Act of 1933 and 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 7th day of August 2000.
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>
<CAPTION>
<S> <C> <C>
/s/ Victor Ugolyn Chairman, President and Chief August 7, 2000
------------------------------ Executive Officer
Victor Ugolyn
/s/ Phillip G. Goff Principal Financial and Accounting August 7, 2000
------------------------------ Officer
Phillip G. Goff
* Director August 7, 2000
------------------------------
Arthur T. Dietz
* Director August 7, 2000
------------------------------
Samuel J. Foti
* Director August 7, 2000
------------------------------
Arthur Howell
* Director August 7, 2000
------------------------------
Lonnie H. Pope
* Director August 7, 2000
------------------------------
William A. Mitchell, Jr.
* Director August 7, 2000
------------------------------
Michael I. Roth
By: /s/ Catherine R. McClellan
---------------------------
(Attorney-in-Fact)
</TABLE>
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[EXHIBIT INDEX]
Exhibit Description Number
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(p) Code of Ethics
