EXHIBIT (d)(vii)(a)
RIDER TO SMALL COMPANY GROWTH FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED MAY 20, 2002
THIS RIDER, made the 17th day of September, 2002, is among The
Enterprise Group of Funds, Inc. (the "Fund"), Enterprise Capital Management,
Inc., and Xxxxxxx X. Xxxxxx, Inc.
The Agreement is modified by the following:
The Fund Manager shall maintain all books and records with respect to
the Small Company Growth 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 Growth 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 Growth Fund are property of the Small Company Growth Fund and
the Fund Manager will surrender promptly to the Small Company Growth Fund any
of such records upon the Small Company Growth 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 Growth 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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XXXXXXX X. XXXXXX, INC.
By:/s/ XXXXXXX XXXXXXX, VICE PRESIDENT
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