EXHIBIT (d)(viii)(a)
RIDER TO SMALL COMPANY VALUE PORTFOLIO
OF ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
DATED JUNE 1, 1996
THIS RIDER, made the 17th day of September, 2002, is among Enterprise
Accumulation Trust (the "Fund"), Enterprise Capital Management, Inc., and GAMCO
Investors, Inc.
The Agreement is modified by the following:
The Portfolio Manager shall maintain all books and records with
respect to the Small Company Value Portfolio's portfolio transactions required
by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule
31a-1 under the Investment Company Act of 1940 ("xxx 0000 Xxx") and shall
render to the Fund's Board of Trustees such periodic and special reports as the
Fund's Board of Trustees may reasonably request. The Portfolio Manager shall
timely furnish to the Adviser all information relating to the Portfolio
Manager's services under this Agreement needed by the Adviser to keep the other
books and records of the Small Company Value Portfolio required by Rule 31a-1
under the 1940 Act. The Portfolio Manager agrees that all records that it
maintains on behalf of the Small Company Value Portfolio are property of the
Small Company Value Portfolio and the Portfolio Manager will surrender promptly
to the Small Company Value Portfolio any of such records upon the Small Company
Value Portfolio's request; provided, however, that the Portfolio Manager may
retain a copy of such records. The Portfolio Manager further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as
are required to be maintained by it pursuant to this Agreement. The Portfolio
Manager shall perform a monthly reconciliation of the Small Company Value
Portfolio 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.
Whenever there is any conflict between this Rider and the printed part
of the Agreement, the provisions of the Agreement are paramount and the
Agreement shall be construed accordingly.
IN WITNESS WHEREOF, the parties hereof have caused this Rider to be
signed by their duly authorized officers and their corporate seals hereunto
affixed and attested as of the date first above written.
ENTERPRISE ACCUMULATION TRUST
By:
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ENTERPRISE CAPITAL MANAGEMENT, INC.
By:
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GAMCO INVESTORS, INC.
By:
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