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EXHIBIT (D)(VIII)
RIDER TO SMALL COMPANY PORTFOLIO
OF THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
DATED JULY 1, 1996
THIS RIDER, made the first day of May 1997, is among The Enterprise
Group of Funds, Inc. (the "Fund"), Enterprise Capital Management, Inc., and
GAMCO Investors, Inc.
The Agreement is hereby modified by deleting all references to the
Small Company Portfolio and replacing all references with Small Company Value
Portfolio.
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/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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ENTERPRISE CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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GAMCO INVESTORS, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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SMALL COMPANY PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the first day of July, 1996 is among The
Enterprise Group of Funds, Inc (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and GAMCO Investors, Inc., a Now Yolk corporation, (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an investment Adviser's Agreement
dated as of May 1, 1993 with the Fund, a copy of which agreement is attached
hereto as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the
Investment Adviser's Agreement, the Adviser has agreed to render investment
advisory and certain other management services to all of the Portfolios of the
Fund, and the Fund has agreed to employ the Adviser to render such services and
to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement
recognizes that the Adviser may enter into agreements with other investment
advisers who will serve as Portfolio Managers to the Portfolio of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Small Company Portfolio of the Fund (the
"Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employs the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set
forth herein. The Portfolio Manager ▇▇▇▇▇▇ accepts such employment and
agrees to perform such services on the terms herein set forth, and for
the compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in the Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund or the
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Portfolio in any way except to direct securities transactions pursuant to its
investment advice hereunder. The Portfolio Manager is not an agent of the Fund
or the Portfolio.
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each calendar
month after the effective date of the Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.033 of I% of the
average of the daily closing net asset value of the Portfolio managed by the
Portfolio Manager during such month (that is, .40 of I% per year) for the first
S 1,000,000,000 of assets under management and a sum equal to 0,025 of I% of the
average of the daily closing net asset value of the Portfolio during such month
(that is, 0.30 of 1% per year) for assets in excess of $ 1,000,000,000 under
management.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month in the
event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in the
Registration Statement for the computation of the value of such net assets in
connection with the determination of the net asset value of the Portfolio'
shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to tender services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Portfolio Manager of its
responsibilities hereunder, it is agreed that the Portfolio Manager may employ
others to furnish factual information, economic advice and/or research, and
investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder. The Portfolio Manager shall not be liable
to the fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, tile Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who ate responsible for
investing assets of the Portfolio from taking, at any time, a short position in
any shares of any holdings of any Portfolio of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short positions,
including without limitation, short against-the-box positions, effected for tax
reasons. The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to Fund Portfolio
transactions insofar as such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolio, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect to
such purchases and sales of portfolio securities for the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Portfolio and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the
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Board of Directors of the Fund and of the Adviser, to follow a policy of
selecting brokers and dealers who furnish statistical research and other
services to the Portfolio, the Adviser, or the Portfolio Manager and, subject to
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., to select brokers and dealers who sell shares of Portfolio of the Fund.
(11) The Fund may terminate this Agreement by sixty days written notice
to the Adviser and the Portfolio Manager at any time, without the payment of any
penalty, by vote of the Fund's Board of Directors, or by vote of a majority of
its outstanding voting securities. The Adviser may terminate this Agreement by
sixty days written notice to the Portfolio Manager and the Portfolio Manager may
terminate this Agreement by sixty days written notice to the Adviser, without
the payment of any penalty. This Agreement shall immediately terminate in the
event of its assignment, unless an order is issued by the Securities and
Exchange Commission conditionally or unconditionally exempting such assignment
from the provision of Section 15 (a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until June 30, 1998 and from
year to year thereafter if its continuance after said date: (1) is specifically
approved on or before said date and at least annually thereafter by vote of the
Board of Directors of the Fund, including a majority of those directors who are
not parties to this Agreement of interested persons of any such party, or by
vote of a majority of the outstanding voting securities of the Fund, and (2) is
specifically approved at least annually by the vote of a majority of directors
of the Fund who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and directors and each person, if any, who controls the
Portfolio Manager within the mowing of Section 15 of the Securities Act of 1933
(any and all such persons shall be referred to as "Indemnified Party"), against
any loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any matter to which this Portfolio Manager's Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any particular
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Portfolio Manager's Agreement or (ii)
is the Adviser to be liable under this indemnity with respect to any claim made
against any particular Indemnified Party unless such Indemnified Party shall
have notified the Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim shall
have been served upon the Portfolio Manager or such controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser and each
of its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the Securities Act of 1933, against any
loss, liability, claim, damage or expense described in the foregoing indemnity,
but only with respect to the Portfolio Manager's willful misfeasance, bad faith
or gross negligence in the performance of its duties under this Portfolio
Manager's Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought against
the Portfolio Manager, the Portfolio Manager shall have the rights and duties
given to the Adviser, and tile Adviser and each person so indemnified shall have
the rights and duties given to the Portfolio Manager by the provisions of
subsection (i) and (ii) of this section.
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(14) Except as otherwise provided in paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement shall
be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL
MANAGEMENT, INC.
(SEAL)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chairman, President and CEO
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GAMCO INVESTORS, INC.
(SEAL)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
ATTEST: /s/ ▇. ▇. ▇▇▇▇▇ Executive Vice President and COO
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THE ENTERPRISE GROUP OF
FUNDS, INC.
(SEAL) By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman, President and CEO
ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Secretary
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