EXHIBIT (d)(viii)(a)
RIDER TO SMALL COMPANY VALUE FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED JULY 1, 1996
THIS RIDER, made the 17th day of September, 2002, is among The
Enterprise Group of Funds, Inc. (the "Fund"), Enterprise Capital Management,
Inc., and GAMCO Investors, Inc.
The Agreement is modified by the following:
The Fund Manager shall maintain all books and records with respect to
the Small Company Value Fund'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 ("the 1940 Act") and shall render to the Fund's
Board of Directors such periodic and special reports as the Fund's Board of
Directors may reasonably request. The Fund Manager shall timely furnish to the
Adviser all information relating to the Fund Manager's services under this
Agreement needed by the Adviser to keep the other books and records of the
Small Company Value Fund required by Rule 31a-1 under the 1940 Act. The Fund
Manager agrees that all records that it maintains on behalf of the Small
Company Value Fund are property of the Small Company Value Fund and the Fund
Manager will surrender promptly to the Small Company Value Fund any of such
records upon the Small Company Value Fund's request; provided, however, that
the Fund Manager may retain a copy of such records. The Fund 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 Fund Manager shall perform a monthly reconciliation of the Small
Company Value 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.
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.
THE ENTERPRISE GROUP OF FUNDS, INC.
By:/s/ XXXXXX XXXXXX
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ENTERPRISE CAPITAL MANAGEMENT, INC.
By:/s/ XXXXXX XXXXXX
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GAMCO INVESTORS, INC.
By:/s/ XXXXXXX X XXXXXXXX
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