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EXHIBIT (D)(II)
GROWTH PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 29th day of July, 1994, is by and between
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred
to as the "Adviser"), and Montag & Xxxxxxxx, Inc., a Georgia 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 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 Growth 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 Manager 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, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in Exhibit B attached hereto and made a part hereof.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Funds's custodian and bring any material or significant variances
regarding holding or valuation 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
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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.
(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 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. 025 of 1% of the average of the daily closing net asset
values of the Portfolio managed by the Portfolio Manager during such
month (that is, .30 of 1% per year) for the first ONE HUNDRED MILLION
DOLLARS ($100,000,000.00) under management and a sum equal to .0208 of
1% of the average of the daily closing net asset values for the next
ONE HUNDRED MILLION DOLLARS ($100,000,000.00) to TWO HUNDRED MILLION
DOLLARS ($200,000,000.00) (that is, .25 of 1% per year) and a sum equal
to .0167 of 1% of the average of daily closing net asset values for
assets in excess of TWO HUNDRED MILLION DOLLARS ($200,000,000.00)
managed by the Portfolio Manager during such month (that is .20 of 1%
per year).
(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 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.
(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 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; except that the Portfolio Manager shall be held liable for
any losses resulting from its negligent management which result in
transactional errors or omissions including, but not limited to,
incorrect, delayed or omitted trade advices arising from the Portfolio
Manager's negligence which result in mispricing the Portfolio; and the
Portfolio Manager shall be obligated to make the Portfolio whole and
absorb related transfer agent costs which result from the transaction.
(9) 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 holdings of
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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.
(10) 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 ef forts to obtain the best available price and most favorable
execution with respect to 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 of
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.
(11) The Fund may terminate this Agreement by sixty 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 days
written notice to the Portfolio Manager and the Portfolio Manager may
terminate this Agreement by sixty 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, 1995 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 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.
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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)
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Executive Vice President
ATTEST: /s/ XXXXXXXXX X. XXXXXXXXX
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Secretary or
Assistant Secretary
MONTAG & XXXXXXXX, INC.
(SEAL)
By: /s/ XXXXX X. XXXXXXXXX
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ATTEST: /s/ XXXXXXX XXXXX
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Secretary
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