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EXHIBIT (D)(IX)
INTERNATIONAL GROWTH FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 31st day of March, 1999, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Vontobel USA, Inc., a New York corporation (hereinafter referred
to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1993, with the Fund ("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 series
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 Fund Managers to the series of the
Fund.
(B) The parties hereto wish to enter into an agreement (the
"Agreement") whereby the Fund Manager will provide to the International Growth
Fund of the Fund (the "Fund") securities investment advisory services for that
Fund, subject to requisite approvals under the Investment Company Act of 1940.
The Fund, the Adviser, and the Fund Manager are registered under the 1940 Act.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager to render
certain investment advisory services to the Fund, as set forth herein. The Fund
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 Fund Manager shall furnish the International Growth Fund
advice with respect to the investment and reinvestment of the assets of the
International Growth Fund, or such portion of the assets of the Fund as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the series as set forth in the
Fund's most recent Registration Statement and the Fund's governing documents.
(3) The Fund Manager shall perform a monthly reconciliation of the
Fund to the holdings report provided by the Fund's custodian and bring any
material or significant variances regarding holdings or valuations to the
attention of the Adviser.
(4) The Fund Manager shall for all purposes herein be deemed to be
an independent contractor. The Fund Manager has no authority to act for or
represent the Fund or the series in any way
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except to direct securities transactions pursuant to its investment advice
hereunder. The Fund Manager is not an agent of the Fund or the series.
(5) It is understood that the Fund Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
series.
(6) (a) The Adviser agrees to pay as compensation to the Fund
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 0.033 of 1% of
the average of the daily closing net asset value of the Fund managed by the Fund
Manager during such month (that is, 0.40 of 1% per year) for the first
$100,000,000 of assets under management; a sum equal to 0.029 of 1% of the
average of the daily closing net asset value of the Fund during such month (that
is, 0.35 of 1% per year) for assets between $100,000,000 to $200,000,000 under
management; and a sum equal to 0.025 of 1% of the average of the daily closing
net asset value of the Fund during such month (that is, 0.30 of 1% per year) for
assets between $200,000,000 and $500,000,000; and a sum equal to 0.0208 of 1%
(that is, 0.25% per year) for assets in excess of $500,000,000.
(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 Fund 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 Fund's
shares.
(7) The services of the Fund Manager hereunder are not to
be deemed to be exclusive, and the Fund 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 Fund Manager of its
responsibilities hereunder, it is agreed that the Fund 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. The Fund Manager may, from time to time hereafter, act as investment
adviser to one or more other investment companies and fiduciary or other managed
accounts, provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more companies or
accounts managed by the Fund Manager which have available funds for investment,
the available securities will be allocated in a manner believed by the Fund
Manager to be equitable to each company or account.
(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 Fund Manager shall not be
liable to the Fund, the series or the Adviser or to any shareholder or
shareholders of the Fund, the series 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 Fund Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent
the investment professionals of the Fund Manager who are responsible for
investing assets of the Fund from taking, at any time, a short position in any
shares of any holdings of any series of the Fund for any accounts in which such
individuals have a beneficial interest, excluding short positions, including
without limitation, short against-the-box positions, effected for tax reasons.
The Fund Manager also will cooperate with the
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Fund in adopting a written policy prohibiting xxxxxxx xxxxxxx with respect to
Fund series transactions insofar as such transactions may relate to the Fund
Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Fund, the Fund Manager is authorized to select
the brokers or dealers that will execute purchase and sale transactions for the
Fund, and is directed to use its best efforts to obtain the best available price
and most favorable execution with respect to such purchases and sales of Fund
securities for the Fund. Subject to this primary requirement, and maintaining as
its first consideration the benefits for the Funds and its shareholders, the
Fund 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
Fund, the Adviser, or the Fund Manager and, subject to the Conduct Rules of the
National Association of Securities Dealers, Inc., to select brokers and dealers
who sell shares of series of the Fund.
(11) The Fund may terminate this Agreement by thirty (30) days
written notice to the Adviser and the Fund 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 thirty (30) days written notice to the Fund Manager and the Fund
Manager may terminate this Agreement by thirty (30) 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 March 1, 2000
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 Adviser shall indemnify and hold harmless the Fund
Manager, its officers and directors and each person, if any, who controls the
Fund Manager within the meaning of Section 15 of the Securities Act of 1933 (any
and all such persons shall be referred to as "Indemnified Party"), against any
loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
from the Indemnified Party's performance or non-performance of any duties under
this Agreement. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Fund Manager's
Agreement or (ii) is the Adviser to be liable under this indemnity with respect
to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Fund Manager or such
controlling persons.
The Fund Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section
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15 of the Securities Act of 1933, against any loss, liability, claim, damage or
expense described in the foregoing indemnity, but only with respect to the Fund
Manager's willful misfeasance, bad faith or gross negligence in the performance
of its duties under this Fund Manager's Agreement. In case any action shall be
brought against the Adviser or any person so indemnified, in respect of which
indemnity may be sought against the Fund Manager, the Fund Manager shall have
the rights and duties given to the Adviser, and the Adviser and each person so
indemnified shall have the rights and duties given to the Fund Manager by the
provisions of subsection (i) and (ii) of this section.
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Fund Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Fund Manager.
(16) 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.
(17) This Agreement shall terminate automatically in the event
of any transfer or assignment thereof, as defined in the 1940 Act.
(18) If any provision of this Agreement shall be held or made
invalid by a count decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
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.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ XXXXXXXXX X. XXXXXXXXX By: /s/ XXXXXX XXXXXX
---------------------------- --------------------------------
Secretary Xxxxxx Xxxxxx, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ XXXXXXXXX X. XXXXXXXXX By: /s/ XXXXXX XXXXXX
---------------------------- --------------------------------
Secretary Xxxxxx Xxxxxx, Chairman, President
and Chief Executive Officer
VONTOBEL USA, INC.
(SEAL)
ATTEST: /s/ XXXXXX XXXXXXX By: /s/ XXXXXXXX XXXXXXXX
---------------------------- --------------------------------
Secretary
