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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:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
</TABLE>
Enterprise Accumulation Trust
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(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] 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 ACCUMULATION TRUST LOGO)
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June 26, 2000
Dear Contractholder:
We are pleased to enclose an information statement
relating to an indirect change in ownership of OpCap Advisors
("OpCap"), a Portfolio Manager for Enterprise Accumulation
Trust Managed Portfolio (the "Managed Portfolio").
OpCap is a majority-owned subsidiary of PIMCO Advisors,
L.P. ("PIMCO Advisors"). On May 5, 2000, PIMCO Advisors was
acquired by Allianz of America, Inc. ("Allianz of America").
Allianz AG, the parent of Allianz of America, is publicly
traded in Germany, and, together with its subsidiaries,
comprises the world's second largest insurance group as
measured by premium income. As a result of this change in
ownership, the subadvisory agreement among the Managed
Portfolio, OpCap and Enterprise Capital Management, Inc.
terminated automatically as a matter of law. The Board of
Trustees, acting pursuant to an exemptive order granted by the
Securities and Exchange Commission, approved a new subadvisory
agreement which was effective as of May 5, 2000.
The terms of the new subadvisory agreement are
substantially identical to the terms of the prior agreement.
The management fee paid by the Managed Portfolio and the
services provided by OpCap will not change.
We encourage you to read the attached information
statement, which more fully describes the acquisition of PIMCO
Advisors and the Board of Trustees' approval of the new
subadvisory agreement. Enterprise Accumulation Trust looks
forward to working with OpCap 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
MANAGED PORTFOLIO
THE MONY GROUP INC.
MAIL DROP 9-34
1740 BROADWAY
NEW YORK, NY 10019
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PRELIMINARY INFORMATION STATEMENT
---------------------
We are providing this information statement to the contractholders of
Enterprise Accumulation Trust Managed Portfolio (the "Managed Portfolio") in
lieu of a proxy statement, pursuant to the terms of an exemptive order that
Enterprise Accumulative Trust (the "Trust") has received from the Securities and
Exchange Commission (the "SEC"). The order permits the Trust'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 Trust'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 Trust are presently sold to
The Mutual Life Insurance Company of New York ("MONY") and its affiliate, MONY
Life Insurance Company of America ("MONY America") for allocation to variable
accounts established by MONY and MONY America (collectively the "Variable
Accounts") to provide benefits to contractholders ("Contractholders") of
variable annuity and variable life insurance contracts ("Contracts") issued by
those companies.
SHARE OWNERSHIP
The Managed Portfolio is a separate series of shares of beneficial interest
of the Trust. As of May 5, 2000, there were 51,228,766 shares outstanding as to
the Managed Portfolio. As of May 5, 2000, 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 "1940
Act"). MONY and MONY America disclaim such control.
To the knowledge of the Trust, as of May 5, 2000, 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 Managed
Portfolio's outstanding shares. As of May 5, 2000, 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 June 26, 2000. The cost of this
information statement will be paid by OpCap.
THE TRUST
The Managed Portfolio is an investment portfolio of the Trust, a
Massachusetts business trust. The Trust entered into an investment advisory
agreement with Enterprise Capital dated July 1, 1999 (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 Trust. The Adviser's Agreement also gives Enterprise
Capital the responsibil-
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ity 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 Trust, except those operations
contracted to the Trust's custodian or transfer agent. As compensation for these
services, Enterprise Capital receives a fee from each investment portfolio of
the Trust, from which Enterprise Capital pays all fees due to the Portfolio
Managers. The investment portfolios of the Trust, therefore, pay no fees
directly to the Portfolio Managers.
Enterprise Capital recommends Portfolio Managers for the portfolios 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
portfolio. 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 Managed Portfolio
and receive brokerage commissions in connection therewith as permitted by
Section 17(e) of the 1940 Act and the rules thereunder.
THE PORTFOLIO MANAGER'S AGREEMENT
OpCap Advisors ("OpCap") has served as Portfolio Manager to the Managed
Portfolio since 1997. Since November 1, 1999, OpCap has served as one of two
Portfolio Managers for the Managed Portfolio pursuant to a Portfolio Manager's
Agreement dated November 1, 1999 (the "Previous Agreement"). (Sanford C.
Bernstein & Co., Inc. serves as the other Portfolio Manager.)
Under the 1940 Act, a change in ownership of an investment company's
adviser or subadviser is deemed to be an assignment of the advisory contract,
which automatically terminates the contract. Thus, the acquisition of PIMCO
Advisors, L.P. ("PIMCO Advisors") of which OpCap is a majority-owned subsidiary,
by Allianz of America, Inc. ("Allianz of America") opted to terminate the
Previous Agreement. The Board of Trustees of the Portfolio approved a new
Portfolio Manager's Agreement with OpCap on May 5, 2000 (the "New Agreement").
Under the Adviser's Agreement, the Managed Portfolio pays to Enterprise
Capital a management fee equal to 0.75% of its average daily net assets. From
this amount, under the Previous Agreement, Enterprise Capital paid to OpCap fees
equal to 0.40 of 1% per year for the first $1 billion of assets under
management, 0.30 of 1% per year for the next $1 billion of assets under
management up to $2 billion and 0.25% of 1% per year for assets under management
over $2 billion. These fees will not change under the New Agreement. For the
fiscal year ended December 31, 1999, the Managed Fund paid to Enterprise Capital
management fees in the amount of $18,815,456 of which Enterprise Capital paid
$7,936,588.81 to OpCap.
The New Agreement is identical in all material respects to the Previous
Agreement. The form of the New Agreement is attached to this Information
Statement as Exhibit A.
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: (i) that the terms and
conditions of the New Agreement are identical in all material respects to those
of the Previous Agreement, (ii) that the change in control of PIMCO Advisors
does
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not affect the personnel or operations of OpCap, (iii) the performance of the
Managed Portfolio since it commenced operations, (iv) the nature and quality of
services rendered by OpCap, and (v) 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 Managed
Portfolio. Accordingly, the Board of Trustees, including the noninterested
Trustees, unanimously approved the New Agreement.
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at the Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of the Trust. Enterprise Capital is a second-tier
subsidiary of The MONY Group Inc. Enterprise Fund Distributors, Inc. is the
Trust's principal underwriter, and its address is 3343 Peachtree Road N.E.,
Suite 450, Atlanta Georgia 30326-1022. Enterprise Capital also provides
investment advisory services to The Enterprise Group of Funds, Inc. The Managed
Fund of The Enterprise Group of Funds, Inc. has an identical investment
objective to the Managed Portfolio.
INFORMATION ABOUT OPCAP
The following is a description of OpCap, which is based on information
provided by OpCap. OpCap is not affiliated with Enterprise Capital or the Trust
other than by reason of serving as Portfolio Manager to one or more series of
the Trust.
OpCap, a majority-owned subsidiary of PIMCO Advisors, is located at 1345
Avenue of the Americas, 47th Floor, New York, New York 10105 and serves as the
Managed Portfolio's Co-Portfolio Manager. OpCap has provided investment
counseling services since 1987. As of December 31, 1999, OpCap and its
affiliates have over $52.1 billion under management.
Richard J. Glasebrook II, Managing Director of Oppenheimer Capital, is
responsible for the day-to-day management of OpCap's portion of the Managed
Portfolio. He has more than 25 years' investment industry experience. Mr.
Glasebrook has served as Managing Director since 1994 and immediately prior to
that served as Senior Vice President.
Kenneth McGraw Poovey serves as Chief Executive Officer of OpCap, and
Richard MacCoy Weil serves as Managing Director of OpCap, which is located at
1345 Avenue of the Americas, 47th floor, New York, New York 10105.
OpCap also serves as investment adviser to other investment companies
having similar objectives to the Managed Portfolio as indicated in Exhibit B.
Effective May 5, 2000, Allianz of America acquired a majority ownership of
PIMCO Advisors. PIMCO Advisors and its subsidiaries, including OpCap, are now
controlled by Allianz of America through its acquisition of approximately 70% of
the outstanding partnership interests in PIMCO Advisors, while the remainder
interests continue to be held by Pacific Life Insurance Company ("Pacific
Life"). Allianz of America is a holding company that owns several insurance and
financial service companies and is a subsidiary of Allianz AG. Allianz of
America controls PIMCO Advisors through its managing member interest in
PacPartners LLC ("PacPartners"), which is the sole general partner of PIMCO
Advisors. While Allianz of America controls PacPartners, Pacific Life holds a
portion of its continuing interest in PIMCO Advisors
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through an interest in PacPartners. Allianz of America, through its
subsidiaries, is the managing member of PacPartners and has full authority and
control over all actions taken by PacPartners as the general partner of PIMCO
Advisors, except that Pacific Life's consent is required for certain
extraordinary actions. Allianz of America has entered into a put/call
arrangement for the eventual disposition of Pacific Life's indirect interest in
PIMCO Advisors. The put option held by Pacific Life allows it to require Allianz
of America on the last business day of each calendar quarter, to purchase at a
formula-based price, all of PIMCO Advisors' units owned directly or indirectly
by Pacific Life. The call option held by Allianz of America will allow it,
beginning January 31, 2003 or upon the change in control of Pacific Life, to
require Pacific Life to sell or cause to be sold to Allianz of America, at the
same formula-based price, all of PIMCO Advisors' units owned directly or
indirectly by Pacific Life.
INFORMATION ABOUT ALLIANZ OF AMERICA AND ITS AFFILIATES
The following is a description of Allianz of America and its affiliates,
which is based on information provided by Allianz of America. Allianz of America
and its affiliates are not affiliated with Enterprise Capital or the Portfolio
other than by reason of OpCap serving as a Portfolio Manager.
Allianz AG, the parent of Allianz of America, is a publicly traded German
Aktiengesellschaft, which, together with its subsidiaries, comprise the world's
second largest insurance group as measured by premium income. Allianz AG is a
leading provider of financial services, particularly in Europe, and is
represented in 68 countries world-wide through subsidiaries, branch and
representative offices, and other affiliated entities. The Allianz group
currently has assets under management of more than $390 billion, and in its last
fiscal year wrote approximately $50 billion in gross insurance premiums. PIMCO
Advisors and the Alliance Group combined have over $650 billion in assets under
management. Allianz AG's address is Koniginstrasse 28, D-80802, Munich, Germany.
Affiliates of Allianz AG currently include Dresdner Bank AG, Deutsche Bank
AG, Munich Re, Credit Lyonnais and HypoVereinsbank. These entities, as well as
certain broker-dealers that might be deemed to be controlled or affiliated with
these entities, such as Bankers Trust Company, BT Alex Brown Incorporated,
Deutsche Bank Securities, Inc. and Dresdner Kleinwort Benson North America LLC
may be considered "Affiliated Brokers." Absent an exemption from the SEC or
other relief, the Managed Portfolio will generally be precluded from effecting
principal transactions with Affiliated Brokers and its ability to purchase
securities from underwriting syndicates including an Affiliated Broker or to
utilize the Affiliated Brokers for agency transactions may be subject to
restrictions. OpCap does not believe that any applicable restrictions on
transactions with Affiliated Brokers will materially adversely affect its
ability to provide on-going services to the Managed Portfolio, the Managed
Portfolio's ability to take advantage of market opportunities, or the Managed
Portfolio's overall performance.
INFORMATION ABOUT BROKERAGE TRANSACTIONS
OpCap is affiliated with one or more registered broker-dealers. From time
to time, a portion of the Managed Portfolio's brokerage transactions may be
conducted with such broker-dealers, subject to policies established by the
Trust's Board to ensure that all brokerage commissions paid to such
broker-dealers by the Managed Portfolio with which it is affiliated are fair and
reasonable. For the fiscal year ended December 31, 1999, the Portfolio paid
$874,562.00 in brokerage commissions with respect to the Managed Portfolio to DB
Clearing Services, a registered broker-dealer subsidiary of Allianz of America,
and therefore, is an affiliated person of OpCap. For the fiscal year ended
December 31, 1999, the brokerage commissions paid to DB Clearing Services
represented 0.2% of the aggregate brokerage commissions.
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ADDITIONAL INFORMATION
To the knowledge of the Trust, as of May 5, 2000, no person beneficially
owned more than 5% of the outstanding shares of the Managed Portfolio. The Trust
is not required to hold annual meetings of Contractholders; therefore, it cannot
be determined when the next meeting of Contractholders will be held. Shareholder
proposals intended to be considered for inclusion in the proxy statement for the
next meeting of Contractholders must be received by the Trust 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 Trust's most recent annual and semi-annual reports are
available without charge. You may obtain a copy of these reports by calling
800-432-4320 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
MANAGED PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 5th day of May, 2000, 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 OpCap Advisors, a Delaware general partnership, (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement 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, 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.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Managed Portfolio of the Fund (the
"Managed Portfolio") securities investment advisory services for that Managed
Portfolio.
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 Managed Portfolio, 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 Managed Portfolio advice
with respect to the investment and reinvestment of the assets of the
Managed Portfolio, or such portion of the assets of the Managed Portfolio
as the Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations applicable to the
Managed Portfolio which are set forth in the Fund's most recent
Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Managed Portfolio 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 portfolios 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 portfolios.
(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 portfolio.
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(6) (a) The Adviser agrees to pay 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
(20) day after the close of each calendar month, a sum equal to 0.03333 of
1% of the average of the daily closing net asset value of the Managed
Portfolio managed by the Portfolio Manager during such month (that is, 0.40
of 1% per year) for the first $1,000,000,000 (one billion dollars) of
assets under management; and a sum equal to 0.025 of 1% of the average of
the daily closing net asset value of the Managed Portfolio during such
month (that is, 0.30 of 1% per year) for the next $1,000,000,000 (one
billion dollars) of assets under management up to $2,000,000,000 (two
billion dollars); and a sum equal to 0.02083 of 1% of the average of the
daily closing net asset value of the Managed Portfolio during such month
(that is 0.25 of 1% per year) for assets under management over
$2,000,000,000 (two billion dollars).
(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 Portfolio 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
Portfolio'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.
(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 Portfolio or the Adviser or to any
shareholder or shareholders of the Fund, the Portfolio 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 Managed Portfolio from taking, at any time, a short
position in any shares of any holdings of the Managed Portfolio or 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 Managed Portfolio 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 Managed Portfolio, the Portfolio Manager
is authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Portfolio, 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 portfolio securities for the
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Managed Portfolio 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 Managed Portfolio, the Adviser, or the Portfolio Manager
and, subject to the Conduct Rules of the National Association of Securities
Dealers, Inc.
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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 Trustees, 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 December 31, 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 Trustees of the Fund, including a
majority of those Trustees 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 Trustees 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 by reason of any matter to which this
Portfolio Manager's Agreement relates. 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 Portfolio 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 Paragraph 13.
(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.
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(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 is executed by the Trustees of the Fund, not
individually, but rather in their capacity as Trustees under the
Declaration of Trust made March 2, 1998. None of the Shareholders,
Trustees, officers, employees, or agents of the Fund shall be personally
bound or liable under this Agreement, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder
but only to the property of the Fund and, if the obligation or claim
relates to the property held by the Fund for the benefit of one or more but
fewer than all Portfolios, then only to the property held for the benefit
of the affected Portfolio.
(18) Unless otherwise permitted, all notices, instructions and advice
with respect to security transactions or any other matters contemplated by
this Agreement shall be deemed duly given when received in writing:
<TABLE>
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by the Fund Manager: OpCap Advisors
1345 Avenue of the Americas
47th Floor
New York, New York 10105-4800
by the Adviser: Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
by the Fund: The Enterprise Accumulation Trust
c/o Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
</TABLE>
or by such other person or persons at such address or addresses as shall be
specified by the applicable party, in each case, in a notice similarly
given. Each party may rely upon any notice or other communication from the
other reasonably believed by it to be genuine.
(19) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same agreement.
(20) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Managed
Portfolio.
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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.
<TABLE>
<S> <C>
(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) OPCAP ADVISORS
ATTEST: /s/ HOWARD SMITH By: /s/ FRANCIS C. POLI
-------------------------------------------------------- -----------------------------------------------------
Title: Legal Assistant Name: Francis C. Poli
--------------------------------------------------- ------------------------------
Title: Secretary
----------------------------
</TABLE>
A-5
<PAGE> 13
EXHIBIT B
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS
FUND (AS OF 3/31/00) ADVISORY FEE RATE
---- --------------- -----------------
<S> <C> <C>
Oppenheimer Quest Opportunity Value
Fund, Inc........................... $3,443,764,755 1.00% on the first $400 million of
average daily net assets; 90% on the
next $400 million; .85% of net assets
in excess of $800 million(1)
OCC Accumulation Trust Managed
Portfolio........................... $ 716,613,579 80% on the first $400 million of
average daily net assets; .75% on the
next $400 million; and .70% of average
daily net assets in excess of $800
million(2)
Endeavor Series Trust Opportunity
Value Portfolio..................... $ 42,120,581 .40%(3)
</TABLE>
---------------
(1) With respect to each of these funds, OppenheimerFunds, Inc. ("OFI") is the
investment adviser and OpCap Advisors is the subadviser. OFI pays OpCap
Advisors monthly an annual fee based on the average daily net assets of the
fund equal to 40% of the advisory fee collected by OFI based on the total
net assets of the fund as of November 22, 1995 (the "base amount") plus 30%
of the investment advisory fee collected by OFI based on the total net
assets of the fund that exceed the base amount.
(2) Total Portfolio Expenses for the Managed Portfolio are limited by OpCap
Advisors so that their respective annualized operating expenses (net of any
expense offsets) do not exceed 1.00% of average daily net assets.
(3) This fee is for investment advisory services only. Management services are
provided to the portfolio by a party other than OpCap Advisors. The Manager,
who pays the investment advisory fee to OpCap Advisors, receives a
management fee of .80% of average daily net assets of the portfolio.
B-1
