EXHIBIT (d)(xviii)(a)
RIDER TO MERGERS AND ACQUISITIONS FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED FEBRUARY 28, 2001
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 Mergers and Acquisitions 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 Mergers and Acquisitions Fund required by Rule 31a-1 under the
1940 Act. The Fund Manager agrees that all records that it maintains on behalf
of the Mergers and Acquisitions Fund are property of the Mergers and
Acquisitions Fund and the Fund Manager will surrender promptly to the Mergers
and Acquisitions Fund any of such records upon the Mergers and Acquisitions
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 Mergers and Acquisitions 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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