Enterprise Group of Funds Inc Sample Contracts

BETWEEN
Transfer Agency and Service Agreement • April 26th, 2005 • Enterprise Group of Funds Inc • Massachusetts
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WITNESSETH:
Mutual Funds Service Agreement • April 26th, 2005 • Enterprise Group of Funds Inc • New York
GROWTH AND INCOME FUND OF THE ENTERPRISE GROUP OF FUNDS, INC.
Fund Manager's Agreement • February 27th, 2004 • Enterprise Group of Funds Inc • Georgia
TAX-EXEMPT INCOME PORTFOLIO OF THE ENTERPRISE GROUP OF FUNDS, INC.
Portfolio Manager's Agreement • May 3rd, 1999 • Enterprise Group of Funds Inc • Georgia
DISTRIBUTION AGREEMENT
Distribution Agreement • April 26th, 2005 • Enterprise Group of Funds Inc
RIDER TO THE ENTERPRISE GROUP OF FUNDS, INC. RESTATED INVESTMENT advisor'S AGREEMENT DATED SEPTEMBER 17, 2002
Investment Advisor Agreement • February 28th, 2003 • Enterprise Group of Funds Inc • Georgia

This Rider made this 21st day of February 2003, is by and between The Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, and Enterprise Capital Management, Inc., a Georgia corporation.

SMALL COMPANY GROWTH FUND OF THE ENTERPRISE GROUP OF FUNDS, INC. FUND MANAGER'S AGREEMENT
Fund Manager's Agreement • May 3rd, 2004 • Enterprise Group of Funds Inc • Georgia
1 EXHIBIT (D)(IV) EQUITY PORTFOLIO OF THE ENTERPRISE GROUP OF FUNDS, INC.
Portfolio Manager's Agreement • May 3rd, 1999 • Enterprise Group of Funds Inc • Georgia
THE ENTERPRISE GROUP OF FUNDS, INC. FIDELITY BOND SHARING AGREEMENT
Fidelity Bond Sharing Agreement • October 1st, 2008 • Enterprise Group of Funds Inc • New York

THIS AGREEMENT made and entered into as of August 17, 2004, by and between The Enterprise Group of Funds, Inc. (the “Corporation”), an open-end management investment company, on behalf of each of its series specified in Appendix A (“Funds”) and Enterprise Capital Management, Inc., the investment adviser for the Corporation (“Adviser”).

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RIDER TO THE ENTERPRISE GROUP OF FUNDS, INC. INVESTMENT ADVISER'S AGREEMENT DATED JULY 1, 1999
Investment Adviser Agreement • August 16th, 2002 • Enterprise Group of Funds Inc • Georgia

This Rider made this 31st day of May, 2001, is by and between The Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, and Enterprise Capital Management, Inc., a Georgia corporation.

1 EXHIBIT (D)(VI) CAPITAL APPRECIATION PORTFOLIO OF THE ENTERPRISE GROUP OF FUNDS, INC.
Portfolio Manager's Agreement • May 3rd, 1999 • Enterprise Group of Funds Inc
SMALL COMPANY GROWTH FUND OF THE ENTERPRISE GROUP OF FUNDS, INC. FUND MANAGER'S AGREEMENT
Fund Manager's Agreement • May 3rd, 1999 • Enterprise Group of Funds Inc • Georgia
AMENDMENT NO. 1 TO THE INVESTMENT ADVISER’S AGREEMENT
Investment Adviser’s Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 1 to the Investment Adviser’s Agreement (“Amendment No. 1”), dated as of October 1, 2005, between The Enterprise Group of Funds, Inc., a Maryland corporation (the “Corporation”), and Enterprise Capital Management, Inc., a Georgia corporation (“Adviser”).

FORM OF AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 3 to the Investment Advisory Agreement (“Amendment No. 3”), dated as of September 3, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

RIDER TO STRATEGIC ALLOCATION FUND OF THE ENTERPRISE GROUP OF FUNDS, INC. FUND MANAGER'S AGREEMENT DATED AUGUST 31, 2001
Fund Manager's Agreement • February 28th, 2003 • Enterprise Group of Funds Inc

THIS RIDER, made the 17th day of September, 2002, is among The Enterprise Group of Funds, Inc. (the "Fund"), Enterprise Capital Management, Inc., and UBS Global Asset Management (US) Inc.

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of July 29, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

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