1
EXHIBIT (D)(I)
ENTERPRISE ACCUMULATION TRUST
INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 1st day of November 1998, is by and between
Enterprise Accumulation Trust, a Massachusetts trust (hereinafter referred to as
"Enterprise"), and Enterprise Capital Management, Inc., a Georgia corporation
(hereinafter referred to as the "Adviser").
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, Enterprise and the
Adviser agree as follows:
(1) Enterprise hereby employs the Adviser to act as the Investment
Adviser of Enterprise, and in addition to render certain other services to
Enterprise, all as set forth herein. The Adviser hereby accepts such employment
and agrees to perform such services on the terms set forth, and for the
compensation herein provided.
(2) The Adviser will furnish each series ("Portfolio") of
Enterprise advice with respect to the investment and reinvestment of the assets
of each Portfolio of Enterprise in accordance with the investment objectives of
each such Portfolio as set forth in any currently effective registration
statement with the Securities and Exchange Commission (the "SEC") with respect
to securities of Enterprise.
(3) In carrying out its duties hereunder, it is contemplated that
the Adviser will select and employ subinvestment adviser Portfolio Managers for
the respective Portfolios of Enterprise, subject to compliance with the
provisions of Section 15 of the Investment Company Act of 1940, as amended.
(4) The Adviser will provide oversight and management services to
the Fund which will include, but not be limited to, (i) supervising the
sub-adviser's compliance with federal and state regulations, including the
Investment Company Act, (ii) evaluating the sub-adviser's performance, (iii)
analyzing the composition of the investment portfolios of each Portfolio of the
Trust and preparing reports thereon for the Board or any committee of the Board,
(iv) evaluating each Portfolio's performance in comparison to similar mutual
funds and other market information, (v) conducting searches, upon request of the
Board, for a replacement for any sub-adviser then serving the Trust, and (vi)
preparing presentations to shareholders which analyze the Trust's overall
investment program and performance.
(5) The Adviser will for all purposes herein be deemed to be an
independent contractor. The Adviser has no authority to act for or represent
Enterprise in any way and is not an agent of the Enterprise.
2
(6) The Adviser will, at its own expense, furnish to Enterprise
directly or through any of the Adviser's subsidiaries, office facilities,
including space, furniture and equipment, and, to the extent that such services
are not being provided by others under contract with Enterprise, personnel for
the managing of the affairs of, servicing the investment of, and keeping the
books and records of Enterprise, including clerical, research, statistical and
investment work, but not including duties or services which are customarily
performed for an open-end management investment company by its Board of
Trustees, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
Personnel provided shall be persons satisfactory to the Board of
Trustees of Enterprise to serve as officers of Enterprise, including a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
additional officers and employees as may reasonably be necessary for the
execution of its duties under this Agreement.
The personnel and facilities furnished as aforesaid shall be subject to
the control and direction of the Board of Trustees of Enterprise. Such personnel
shall be employees of Enterprise notwithstanding that some or all of their
compensation and expenses of their employment may be paid by the Adviser.
(7) It is understood that the Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of Enterprise except those
specifically stated herein to be payable by the Adviser. In connection
therewith, the Adviser understands that Enterprise pays and shall continue to
pay the following expenses (which shall not be a limiting statement of such
expenses):
(a) The fees, compensation and traveling expenses of the
independent Trustees of Enterprise,
(b) Telephone, telegraphic and postage expenses related to
communications between Trustees and officers of Enterprise, other than those
provided by the Adviser,
(c) The fees of any custodian, transfer agent, registrar of
dividend disbursing agent of Enterprise,
(d) Compensation of Enterprise's auditors and counsel, including
compensation and costs relating to litigation,
(e) Franchise, income and original issue taxes relating to
Enterprise and its securities,
(f) Fees and legal expenses incurred in qualifying the shares of
Enterprise for sale with any state regulatory agency in the several states, and
the fees and expenses of maintaining, renewing, increasing or amending such
qualification,
(g) Insurance premiums or interest on indebtedness,
(h) Association dues,
3
(i) Fees and expenses involved in registering and maintaining
registrations of Enterprise and of its shares with the SEC, including the
preparation and printing of prospectuses,
(j) Costs of printing and mailing reports to shareholders, proxy
statements, dividends notices and other communications to shareholders, as well
as all expenses of shareholders and Trustees meetings,
(k) Cost of printing of stock certificates,
(l) Broker's commissions and issue and transfer taxes chargeable
to Enterprise in connection with securities transactions to which Enterprise is
a party, and
(m) Business licenses, intangible and franchise taxes.
Costs relating to Enterprise's dividends and capital gains reinvestment
program and other shareholder plans will not be borne by Enterprise except to
the extent of the normal cost to Enterprise of issuing shares. All other costs
relating to such programs and plans will be borne by the Adviser.
(8) Enterprise agrees to pay the Adviser for its services and
facilities to be furnished under this Agreement, within 15 days after the close
of each calendar month after the effective date of this Agreement, the amounts
equal to the percentages of the average of the daily closing net asset values of
the respective Funds of Enterprise that are set forth in Schedule A hereto.
Subject to the requirements of Section 15 of the Investment Company Act of 1940,
such Schedule A may be amended from the Investment Company Act of 1940, such
Schedule A may be amended from time to time by agreement between the Enterprise
and the Adviser with respect to existing Funds of Enterprise or as new
Portfolios are added to Enterprise.
(9) The services of the Adviser hereunder are not to be deemed to
be exclusive, and the Adviser 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 Adviser of its responsibilities hereunder, it
is agreed that the Adviser 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.
(10) 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 Adviser shall not be liable to
Enterprise or to any shareholder or shareholders of Enterprise for any mistake
of judgement, act or omission in the course of, or connected with, the services
to be rendered by the Adviser hereunder.
(11) Subject to and in accordance with the articles of
incorporation and by-laws of Enterprise and of the Adviser, it is agreed that
the Trustees, officers, employees and shareholders of Enterprise are or may
become interested in the Adviser as Trustees, officers, employees, shareholders
or otherwise, and that Trustees, officers, employees and shareholders of the
Adviser
4
are or may become similarly interested in Enterprise and that the Adviser may be
or become interested in Enterprise as a shareholder, or otherwise.
(12) The Adviser will not take, and it will take necessary steps to
prevent its officers and trustees from taking, at any time, a short position in
any shares of Enterprise. The Adviser also will cooperate with Enterprise in
adopting a written policy prohibiting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to Enterprise
Portfolio transactions.
(13) In connection with the management of the investment and
reinvestment of the assets of Enterprise and subject to review by Enterprise's
Board of Trustees, the Adviser is authorized to select the brokers or dealers
that will execute purchase and sale transactions for each Portfolio of
Enterprise and, at its option, at all times or from time to time to permit the
respective Portfolio Managers to make such selections, subject to the review of
the Adviser. In connection with such activity, the Adviser is directed to use
its best efforts to obtain the best available price and most favorable execution
with respect to all such purchases and sales of Portfolio securities for
Enterprise. Subject to this primary requirement, and maintaining as its first
consideration the benefits for Enterprise, its Portfolios and its shareholders,
the Adviser shall have the right, subject to the control of the Board of
Trustees of Enterprise, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to Enterprise, the Adviser or
any Portfolio Manager and, subject to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., to consider sales of shares of the
Portfolios as a factor in the selection of brokers and dealers.
With respect to Section 17(e) of the Investment Company Act of 1940 and
Section 11(a) of the Securities Exchange Act of 1934, Enterprise hereby
expressly consents and agrees that any associated person of the Adviser,
including, without limitation, MONY Securities Corp., may effect securities
transactions on any exchange of which such associated person is a member, and
that the Adviser and such associated person may receive or retain compensation
in connection therewith.
On occasions when the Adviser deems the purchase or sale of a security
or other investment to be in the best interest of any Portfolio of Enterprise as
well as other Portfolios of Enterprise, the Adviser may, to the extent permitted
by applicable law and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner that it considers to be the most equitable
and consistent with its fiduciary obligations to Enterprise and each of its
Portfolios.
(14) Enterprise may terminate this Agreement by sixty days written
notice to the Adviser at any time, without the payment of any penalty, by vote
of Enterprise's Board of Trustees, or by vote of a majority of its outstanding
voting securities, and the Adviser may terminate this Agreement by sixty days
written notice to Enterprise, 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
5
exempting such assignment from the provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(15) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until September 9, 1995, 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 Enterprise, including a majority of those
directors who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of
Enterprise; and (2) is specifically approved at least annually by the vote of a
majority of trustees of Enterprise 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.
(16) This Agreement may be amended at any time by mutual consent of
the parties; provided, that such consent on the part of Enterprise shall have
been approved by a vote of the majority of the outstanding voting securities of
Enterprise; but further provided, that this limitation shall not prevent any
minor amendments to the Agreement which may be required by federal or state
regulatory bodies, which amendments may be made without shareholder approval.
(17) 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.
(18) 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, 1988. 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.
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the date first above written.
ENTERPRISE ACCUMULATION TRUST
(Seal)
ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- --------------------------------
Its: Chairman, President,
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(Seal)
ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- --------------------------------
Its: Chairman, President,
and Chief Executive Officer
7
SCHEDULE A TO
ENTERPRISE ACCUMULATION TRUST
INVESTMENT ADVISER'S AGREEMENT
Percentage of Average Daily Closing Net Asset Values
Name of Portfolio of Portfolio to be Paid
----------------- ----------------------------------------------------
Growth At the rate of .75% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Growth and Income At the rate of .75% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Equity At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset
values of the Portfolio per year for assets
from $400,000,000 to $800,000,000; and at
the rate of .70% of the average of the daily
closing net asset values of the Portfolio in
excess of $800,000,000 per year, paid
monthly.
Equity Income At the rate of .75% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Capital Appreciation At the rate of .75% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Small Company Growth At the rate of 1.00% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Small Company Value At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset
values of the Portfolio per year for assets
from $400,000,000 to $800,000,000; and at
the rate of .70% of the average of the daily
closing net asset values of the Portfolio in
excess of $800,000,000 per year paid
monthly.
8
SCHEDULE A TO
ENTERPRISE ACCUMULATION TRUST
INVESTMENT ADVISER'S AGREEMENT
(continued)
Percentage of Average Daily Closing Net Asset Values
Name of Portfolio of Portfolio to be Paid
----------------- ----------------------------------------------------
International Growth At the rate of .85% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Global Financial Services At the rate of .85% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
High Yield Bond At the rate of .60% of the average of the
daily closing net asset values of the
Portfolio per year, paid monthly.
Managed At the rate of .80% of the average of the
daily closing net asset values of the
Portfolio per year of assets up to
$400,000,000; at the rate of .75% of the
average of the daily closing net asset
values of the Portfolio per year for assets
from $400,000,000 to $800,000,000; and at
the rate of .70% of the average of the daily
closing net asset values of the Portfolio in
excess of $800,000,000 per year paid
monthly.
