1
EXHIBIT (D)(IX)
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
2
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.
(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,
3
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 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.
(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.
4
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.
(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.
ENTERPRISE ACCUMULATION TRUST
(SEAL)
ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ------------------------------------
Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ------------------------------------
Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chairman, President
and Chief Executive Officer
VONTOBEL USA, INC.
(SEAL)
ATTEST: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- ------------------------------------
Secretary
