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EXHIBIT (D)(VI)
CAPITAL APPRECIATION PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
This Agreement, made this 1st day of May, 1995, by and between
Enterprise Capital Management, Inc., a Georgia corporation (thereinafter
referred to as the "Adviser") and Provident Investment Counsel, Inc., a
Massachusetts corporation (hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of September 14, 1987 with The Enterprise Group of Funds, Inc., a
Maryland corporation (the "Fund"), a copy of which agreement is attached hereto
as Exhibit A (the "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, and the
Fund has agreed to employ the Adviser to render such services and to pay the
Adviser certain fees therefor. The Investment Adviser's Agreement recognizes
that Adviser may enter in other agreements with other investment advisers who
will serve as Portfolio Managers of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Capital Appreciation Portfolio of the Fund
(the "Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Adviser
and the Portfolio Manager agree as follows:
(1) The Adviser hereby employs the Portfolio to render certain
investment advisory services to the 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 Portfolio advice with
respect to the investment and reinvestment of the assets of the Portfolio in
accordance with investment objectives, restrictions and limitations of the
Portfolio set forth in the Registration Statement of the Fund on Form N-1A as
currently on file with the Securities and Exchange Commission and as amended
from time-to-time hereafter (the "Registration Statement").
(3) 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 Portfolio 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 Portfolio.
(4) 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.
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(5) (a) The Adviser agrees to pay 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 fifteenth (15) day
after the close of each calendar month, a sum equal to .50 of l-. of the average
daily closing net asset values of the Portfolio for assets up to $100 million
under management; .45 of 10-. per year of the average daily net assets for the
next $100 million under management; .35 of 10-. per year of the average daily
net assets for the next $100 million under management; and .30 of 10-. of the
average daily net assets for assets under management thereafter.
(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.
(c) For the purposes of this Paragraph 5, the daily closing net
asset values of the 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 Portfolio's
shares.
(6) 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.
(7) 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 Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, the 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.
(8) The Portfolio Manager will not take, and it will take necessary
steps to prevent its officers and directors from taking, at any time, a short
position in any shares of any Portfolio of the Fund. The Portfolio Manager also
will cooperate with the Fund in adopting a written policy prohibiting xxxxxxx
xxxxxxx with respect to Fund Portfolio transactions insofar as such transactions
may relate to the Portfolio Manager.
(9) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolio and 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 the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Portfolio and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of Directors of the Fund and the Adviser,
to follow a policy of selecting brokers and dealers who furnish statistical
research and other services to the Portfolio, the Adviser or the Portfolio
Manager and, subject to the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., to select brokers and dealers who sell shares of
Portfolios of the Fund.
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(10) The Fund may terminate this Agreement by sixty (60) 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 sixty (60) days written notice to the Portfolio Manager, and the
Portfolio Manager may terminate this Agreement by sixty (60) 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 provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(11) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until February 28,1996, 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 or 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.
(12) 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.
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 CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ XXXXXXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXXXXXX
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Secretary Its: Vice President
PROVIDENT INVESTMENT COUNSEL, INC.
(SEAL)
ATTEST:/s/ XXXXXXX XXXXXX By: /s/ XXXXXXX XXXXXX
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Secretary Its: Managing Director
