EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of December 28, 2004 among
Enterprise Capital Management, Inc. (the "Manager"), AXA Equitable Life
Insurance Company ("AXA Equitable"), and The Enterprise Group of Funds II, Inc.
(the "Corporation"), on behalf of each series of the Corporation set forth in
Schedule A attached hereto (each, a "Fund", and collectively, the "Funds").
WHEREAS, the Corporation is a Maryland corporation organized under Articles
of Incorporation ("Articles"), and is registered under the Investment Company
Act of 1940, as amended ("1940 Act"), as an open-end management company of the
series type, and each Fund is a series of the Corporation;
WHEREAS, the Corporation and the Manager have entered into an Investment
Management Agreement dated December 28, 2004 ("Management Agreement"), pursuant
to which the Manager provides investment management services to each Fund except
the Enterprise Money Market Fund ("Money Market Fund"), for compensation based
on the value of the average daily net assets of each such Fund;
WHEREAS, the Corporation and AXA Equitable have entered into an Interim
Investment Management Agreement dated December 28, 2004 (collectively, with the
Management Agreement, the "Management Agreements"), pursuant to which AXA
Equitable provides investment management services to the Enterprise Money Market
Fund for compensation based on the value of the average daily net assets of such
Fund;
WHEREAS, the Corporation, the Manager, and AXA Equitable have determined
that it is appropriate and in the best interests of each Fund and its
shareholders to maintain the expenses of each Fund at a level below the level to
which each such Fund would normally be subject in order to maintain each Fund's
expense ratios at the Maximum Annual Operating Expense Limit (as hereinafter
defined) specified for such Fund in Schedule A hereto; and
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not limited
to organizational costs and investment management fees of the Manager, or AXA
Equitable, in the case of the Money Market Fund (but excluding interest, taxes,
brokerage commissions, other expenditures which are capitalized in accordance
with generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of such Fund's business and amounts payable
pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act)
("Fund Operating Expenses"), exceed the Maximum Annual Operating Expense Limit,
as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall
be the liability of the Manager, or of AXA Equitable in the case of the Money
Market Fund.
1.2. Maximum Annual Operating Expense Limit. The Maximum Annual Operating
Expense Limit with respect to each Fund shall be the amount specified in
Schedule A based on a percentage of the average daily net assets of each Fund.
1.3. Method of Computation. To determine the Manager's liability, or AXA
Equitable's liability with regard to the Money Market Fund, with respect to the
Excess Amount, each month the Fund Operating Expenses for each Fund shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month of a Fund exceed the Maximum Annual Operating Expense
Limit of such Fund, the Manager, or AXA Equitable with regard to the Money
Market Fund shall first waive or reduce its investment management fee for such
month by an amount sufficient to reduce the annualized Fund Operating Expenses
to an amount no higher than the Maximum Annual Operating Expense Limit. If the
amount of the waived or reduced investment management fee for any such month is
insufficient to pay the Excess Amount, the Manager, or AXA Equitable with regard
to the Money Market Fund, may also remit to the appropriate Fund or Funds an
amount that, together with the waived or reduced investment management fee, is
sufficient to pay such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment management fees
waived or reduced and other payments remitted by the Manager, or AXA Equitable
in the case of the Money Market Fund, to the Fund or Funds with respect to the
previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. Reimbursement. If in any year in which the Management Agreements are
still in effect, the estimated aggregate Fund Operating Expenses of such Fund
for the fiscal year are less than the Maximum Annual Operating Expense Limit for
that year, the Manager, or AXA Equitable in the case of the Money Market Fund,
shall be entitled to reimbursement by such Fund, in whole or in part as provided
below, of the investment management fees waived or reduced and other payments
remitted by the Manager, or AXA Equitable in the case of the Money Market Fund,
to such Fund pursuant to Section 1 hereof. The total amount of reimbursement to
which the Manager, or AXA Equitable in the case of the Money Market Fund, may be
entitled ("Reimbursement Amount") shall equal, at any time, the sum of all
investment management fees previously waived or reduced by the Manager, or AXA
Equitable in the case of the Money Market Fund, and all other payments remitted
by the Manager to the Fund, or AXA Equitable in the case of the Money Market
Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal
years, less any reimbursement previously paid by such Fund to the Manager, or
AXA Equitable in the case of the Money Market Fund, pursuant to Section 2.2
hereof, with respect to such waivers, reductions, and payments. The
Reimbursement Amount shall not include any additional charges or fees
whatsoever, including, e.g., interest accruable on the Reimbursement Amount.
2.2. Method of Computation. To determine each Fund's accrual, if any, to
reimburse the Manager, or AXA Equitable in the case of the Money Market Fund,
for the Reimbursement Amount, each month the Fund Operating Expenses of each
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses of a Fund for any month are less than the Maximum Annual
Operating Expense Limit of such Fund, such Fund, shall accrue into its net asset
value an amount payable to the Manager, or AXA Equitable in the case of the
Money Market Fund, sufficient to increase the annualized Fund Operating Expenses
of that Fund to an amount no greater than the Maximum Annual Operating Expense
Limit of that Fund, provided that such amount paid to the Manager, or AXA
Equitable in the case of the Money Market Fund, will in no event exceed the
total Reimbursement Amount. For accounting purposes, when the annualized Fund
Operating Expenses of a Fund are below the Maximum Annual Operating Expense
Limit, a liability will be accrued daily for these amounts.
2.3. Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of a Fund for
the prior fiscal year (including any reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
2.4. Limitation of Liability. The Manager, or AXA Equitable in the case of
the Money Market Fund, shall look only to the assets of the Fund for which it
waived or reduced fees or remitted payments for reimbursement under this
Agreement and for payment of any claim hereunder, and neither the Funds, nor any
of the Corporation's directors, officers, employees, agents, or shareholders,
whether past, present or future shall be personally liable therefor.
3. Term and Termination of Agreement.
This Agreement shall continue in effect with respect to all Funds until
February 28, 2006 and shall thereafter continue in effect with respect to each
Fund from year to year provided such continuance is specifically approved by
both a majority of the Directors of the Corporation who (i) are not "interested
persons" of the Corporation or any other party to this Agreement, as defined in
the 1940 Act, and (ii) have no direct or indirect financial interest in the
operation of this Agreement ("Non-Interested Directors"), the Manager and AXA
Equitable. This Agreement shall terminate automatically upon the termination of
the Management Agreements; provided, however, that a Fund's obligation to
reimburse the Manager, or AXA Equitable in the case of the Money Market Fund, as
described above, will survive the termination of this Agreement unless the
Corporation, the Manager and AXA Equitable agree otherwise.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to require
the Corporation or the Funds to take any action contrary to the Corporation's
Articles or By-Laws, or any applicable statutory or regulatory requirement to
which it is subject or by which it is bound, or to relieve or deprive the
Corporation's Board of Directors of its responsibility for and control of the
conduct of the affairs of the Corporation or the Funds.
4.3. Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment management fee,
the computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreements or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Management Agreements or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Expense Limitation
Agreement to be signed by their respective officers thereunto duly authorized
and their respective corporate seals to be hereunto affixed, as of the day and
year first above written.
THE ENTERPRISE GROUP OF FUNDS II, INC.,
ON BEHALF OF EACH OF ITS FUNDS,
OTHER THAN ENTERPRISE MONEY
MARKET FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx
Treasurer and Chief Financial Officer
AXA EQUITABLE LIFE INSURANCE COMPANY,
ON BEHALF OF THE ENTERPRISE MONEY
MARKET FUND
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
ENTERPRISE CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
President
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of The Enterprise Group of Funds
II, Inc. (the "Corporation"):
Name of Fund Maximum Annual Operating Expense Limit
------------ --------------------------------------
Class A Class B Class C Class Y
------- ------- ------- -------
Capital Appreciation Fund 1.75% 2.30% 2.30% 1.30%
Deep Value Fund 1.50% 2.05% 2.05% 1.05%
Equity Fund 1.60% 2.15% 2.15% 1.15%
Equity Income Fund 1.50% 2.05% 2.05% 1.05%
Global Financial Services Fund 1.75% 2.30% 2.30% 1.30%
Global Socially Responsive Fund 1.75% 2.30% 2.30% 1.30%
Government Securities Fund 1.25% 1.80% 1.80% 0.80%
Growth and Income Fund 1.50% 2.05% 2.05% 1.05%
Growth Fund 1.60% 2.15% 2.15% 1.15%
High-Yield Bond Fund 1.30% 1.85% 1.85% 0.85%
International Growth Fund 1.85% 2.40% 2.40% 1.40%
Managed Fund 1.45% 2.00% 2.00% 1.00%
Mergers and Acquisition Fund 1.90% 2.45% 2.45% 1.45%
Money Market Fund 0.70% 0.70% 0.70% 0.70%
Multi-Cap Growth Fund 2.00% 2.55% 2.55% 1.55%
Short Duration Bond Fund 0.90% 1.65% 1.65% 0.65%
Small Company Growth Fund 1.65% 2.20% 2.20% 1.20%
Small Company Value Fund 1.75% 2.30% 2.30% 1.30%
Strategic Allocation Fund 1.50% 2.05% 2.05% 1.05%
Tax-Exempt Income Fund 1.10% 1.65% 1.65% 0.65%
Technology Fund 1.90% 2.45% 2.45% 1.45%
Total Return Fund 1.35% 1.90% 1.90% 0.90%
