EXHIBIT (D) (I) (E)
APPENDIX
THE ENTERPRISE GROUP OF FUNDS, INC.
RESTATED INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 17th day of September, 2002, is by and
between The Enterprise Group of Funds, Inc., a Maryland corporation
(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 ("Fund") of Enterprise
advice with respect to the investment and reinvestment of the assets of each
Fund of Enterprise in accordance with the investment objectives of each such
Fund 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 Fund Managers for the
respective Funds of Enterprise, with the exception of the Money Market Fund,
subject to compliance with the provisions of Section 15 of the Investment
Company Act of 1940, as amended. It is contemplated that the Adviser will act
as Fund Manager of the Money Market Fund, subject to compliance with the
provisions of Section 15 of the Investment Company Act of 1940, as amended.
(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 sub-adviser's performance, (iii)
analyzing the composition of the investment portfolios of each Fund of the Fund
and preparing reports thereon for the Board or any committee of the Board, (iv)
evaluating each Fund'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 Fund, and (vi) preparing
presentations to shareholders which analyze the Fund'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
Directors, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
Personnel provided shall be persons satisfactory to the Board of
Directors 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 Directors 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
Directors of Enterprise,
(b) Telephone, telegraphic and postage expenses related to
communications between Directors 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 Directors 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 Funds 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 judgement, 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 Directors, officers, employees and shareholders of Enterprise are or may
become interested in the Adviser as Directors, officers, employees,
shareholders or otherwise, and that Directors, 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 directors 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 Fund 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 Directors, the Adviser is authorized to select the brokers or dealers
that will execute purchase and sale transactions for each Fund of Enterprise
and, at its option, at all times or from time to time to permit the respective
Fund 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 Fund securities for Enterprise. Subject to this
primary requirement, and maintaining as its first consideration the benefits
for Enterprise, its Funds and its shareholders, the Adviser shall have the
right, subject to the control of the Board of Directors of Enterprise, to
follow a policy of selecting brokers and dealers who furnish statistical
research and other services to Enterprise, the Adviser or any Fund Manager and,
subject to the Rules of Fair Practice of the National Association of Securities
Dealers, Inc., to consider sales of shares of the Funds 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 Fund of Enterprise as
well as other Funds 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 Funds.
(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 Directors, 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 Directors 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
directors 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.
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.
THE ENTERPRISE GROUP OF FUNDS, INC.
ATTEST:/s/ XXXXXXXXX X XXXXXXXXX By:/s/ XXXXXXX X. XXXX
--------------------------- ----------------------------------------
Secretary Its: Chief Financial Officer and
Vice President
ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST:/s/ XXXXXXXXX X XXXXXXXXX By:/s/ XXXXXXX X. XXXX
--------------------------- ----------------------------------------
Secretary Its: Chief Financial Officer and
Vice President
SCHEDULE A TO
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
Percentage of Average Daily Closing Net Asset Values
Name of Fund of Fund to be Paid
------------ -------------------------------------------------------------------------------
Growth At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Growth and Income At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Equity At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Equity Income Fund At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Capital Appreciation At the rate of .75% of the average of the daily closing net asset values of the
Fund 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
Fund 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
Fund per year, paid monthly.
Small Company Value At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
International Growth At the rate of .85% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Global Financial Services At the rate of .85% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Technology At the rate of 1.00% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Government Securities At the rate of .60% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
High-Yield Bond At the rate of .60% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
SCHEDULE A TO
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
(continued)
Percentage of Average Daily Closing Net Asset Values
Name of Fund of Fund to be Paid
------------ -------------------------------------------------------------------------------
Tax-Exempt Income At the rate of .50% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Managed At the rate of .75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Money Market At the rate of .35% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Global Socially Responsive At the rate of 0.90% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Mid-Cap Growth At a rate of 0.75% of the average of the daily closing net asset values of the
Fund 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.
Mergers and Acquisitions At the rate of 0.90% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Deep Value Fund At a rate of 0.75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Strategic Allocation At a rate of the 0.75% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
Total Return At the rate of 0.65% of the average of the daily closing net asset values of the
Fund per year, paid monthly.
