EXHIBIT (d)(ii)(a)
RIDER TO GROWTH PORTFOLIO
OF ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
DATED FEBRUARY 1, 2001
THIS RIDER, made the 17th day of September, 2002, is among Enterprise
Accumulation Trust (the "Fund"), Enterprise Capital Management, Inc., and
Montag & Xxxxxxxx, Inc.
The Agreement is modified by the following:
The Portfolio Manager shall maintain all books and records with
respect to the Growth 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 Growth Portfolio required by Rule 31a-1 under the 1940
Act. The Portfolio Manager agrees that all records that it maintains on behalf
of the Growth Portfolio are property of the Growth Portfolio and the Portfolio
Manager will surrender promptly to the Growth Portfolio any of such records
upon the Growth 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 Growth
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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MONTAG & XXXXXXXX, INC.
By:
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