EXHIBIT (d)(xiv)
GLOBAL SOCIALLY RESPONSIVE PORTFOLIO
OF
ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 2nd day of January 2002, 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 Rockefeller & Co., 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 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 whereby the
Portfolio Manager will provide to the Global Socially Responsive Portfolio of
the Fund (the "Global Socially Responsive Portfolio") securities investment
advisory services for that Fund.
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 Global Socially Responsive
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 Global Socially
Responsive Portfolio advice with respect to the investment and reinvestment of
the assets of the Global Socially Responsive Portfolio, or such portion of the
assets of the Global Socially Responsive Portfolio as the Adviser shall specify
from time to time, in accordance with the investment objectives, restrictions
and limitations applicable to the Global Socially Responsive Portfolio which are
set forth in the Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly reconciliation of
the Global Socially Responsive 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.
(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 0.0375 of 1%
of the average of the daily closing net asset value of the Global Socially
Responsive Portfolio managed by the Portfolio Manager during such month (that
is, 0.45 of 1% per year) for the first $100,000,000 of assets under management;
a sum equal to 0.0334 of 1% of the average of the daily closing net asset value
of the Global Socially Responsive Portfolio during such month (that is, 0.40 of
1% per year) for the next $100,000,000 of assets under management (up to
$200,000,000); and a sum equal to 0.025 of 1% of the average of the daily
closing net asset value of the Global Socially Responsive Portfolio during such
month (that is, 0.30 of 1% per year) for assets in excess of $200,000,000.
(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 Global Socially Responsive 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 Global Socially Responsive Portfolio 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 Global Socially Responsive Portfolio or the Adviser or to any
shareholder or shareholders of the Fund, the Global Socially Responsive
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 Responsive for
investing assets of the Global Socially Responsive Portfolio from taking, at any
time, a short position in any shares of any holdings of the Global Socially
Responsive Portfolio for any accounts in which such individuals have a
beneficial interest, excluding short against-the-box positions, effected for tax
reasons. The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to Global Socially
Responsive 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 Global Socially Responsive Portfolio, the
Portfolio Manager is authorized to select the brokers or dealers that will
execute purchase and sale transactions for the Global Socially Responsive
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 Global Socially
Responsive Portfolio. Subject to this primary requirement, and maintaining as
its first consideration the benefits for the Global Socially Responsive
Portfolio and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of Trustees of the Portfolio and of the
Adviser, to follow a policy of selecting brokers and dealers who furnish
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934 to the Global Socially Responsive Portfolio,
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 the Portfolios.
(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 May 1, 2003 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 or interested persons of any such party, or by
vote of a majority of the outstanding voting securities of the Global Socially
Responsive Portfolio, 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 Trustees 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, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, 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 Trustees 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, 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.
(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) 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:
by the Portfolio Manager: Rockefeller & Co., Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
by the Adviser: Enterprise Capital Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
by the Portfolio: Enterprise Accumulation Trust c/o Enterprise Capital
Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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.
(18) 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.
(19) This Agreement constitutes the entire agreement between the
Portfolio Manager, the Adviser and the Fund relating to the Global Socially
Responsive Portfolio.
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.
ENTERPRISE ACCUMULATION TRUST
ATTEST: By:
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Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: By:
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Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman, President
and Chief Executive Officer
ROCKEFELLER & CO., INC.
ATTEST: By:
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Secretary
Name:
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Title:
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