0001193125-05-247704 Sample Contracts

AMENDMENT NO. 1 TO THE INVESTMENT ADVISER’S AGREEMENT
Investment Adviser’s Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 1 to the Investment Adviser’s Agreement (“Amendment No. 1”), dated as of October 1, 2005, between The Enterprise Group of Funds, Inc., a Maryland corporation (the “Corporation”), and Enterprise Capital Management, Inc., a Georgia corporation (“Adviser”).

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FORM OF AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 3 to the Investment Advisory Agreement (“Amendment No. 3”), dated as of September 3, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 2 to the Investment Advisory Agreement (“Amendment No. 2”), dated as of July 29, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 1 to the Distribution Agreement (“Amendment No. 1”), dated as of September 9, 2005, between The Enterprise Group of Funds, Inc., a Maryland corporation (the “Corporation”), and Enterprise Fund Distributors, Inc., a Georgia corporation (“Enterprise Fund Distributors” or the “Distributor”).

THE ENTERPRISE GROUP OF FUNDS II, INC. INVESTMENT ADVISER’S AGREEMENT
Investment Adviser’s Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

THIS AGREEMENT, made this 28th day of December 2004, is by and between The Enterprise Group of Funds II, Inc., a Maryland corporation (hereinafter referred to as “Enterprise”), and Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred to as the “Adviser”).

FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of June 6, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

FIRST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

FIRST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of September 9, 2005 among Enterprise Capital Management, Inc. (the “Manager”), AXA Equitable Life Insurance Company (“AXA Equitable”), and The Enterprise Group of Funds, 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”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2005 • Enterprise Group of Funds Inc

AMENDMENT NO. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of September 9, 2005, between Enterprise Capital Management, Inc., a Georgia corporation (the “Corporation”), and GAMCO Asset Management, Inc., a New York corporation (“Adviser”).

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