Exhibit (d)(i)
ENTERPRISE ACCUMULATION TRUST
RESTATED INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 17th day of September 2002, 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").
BACKGROUND INFORMATION
The Adviser originally entered into an Investment Adviser's Agreement with
Enterprise dated as of September 14, 1987 ("Investment Adviser's Agreement").
The Investment Advisor's Agreement was subsequently restated on a number of
occasions, and has periodically been amended by riders. Pursuant to Section 16
of the Investment Adviser's Agreement, it may be amended at any time by the
mutual consent of the parties and it is therefore hereby amended and restated,
with this version of the Investment Adviser's Agreement superceding all previous
amended or restated versions of the Investment Adviser's Agreement.
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 (the "Investment
Company Act").
(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 Enterprise.
(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,
(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,
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 judgment,
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
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 xxxxxxx xxxxxxx 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 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, 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers, as of the date first above written.
ENTERPRISE ACCUMULATION TRUST
ATTEST: By:
------------------------- ----------------------------
Secretary Its:
Chief Financial Officer and Vice President
ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: By:
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Secretary Its:
Chief Financial Officer and Vice President
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
----------------- ------------------------------------------------------
Mid-Cap Growth At the rate of 0.75% of the average of the
daily closing net asset values of the Portfolio
per year, paid monthly.
Multi-Cap 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 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.
Capital Appreciation 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.
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.
Emerging Countries At the rate of 1.25% of the average of the daily
closing net asset values of the Portfolio per
year, paid monthly.
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.
Worldwide Growth At the rate of 1.00% 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.
Global Health Care At the rate of 1.00% of the average of the daily
closing net asset values of the Fund per year,
paid monthly.
Global Socially Responsive At a rate of .90% of the average of the daily
closing net asset values of the Fund per year,
paid monthly.
Internet At the rate of 1.00% of the average of the daily
closing net asset values of the Portfolio per
year, paid monthly.
Balanced At the rate of .75% 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.
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.
Total Return At the rate of .55% of the average of the daily
closing net asset values of the Portfolio per
year, paid monthly.
