EXHIBIT (d)(iii)(a)
RIDER TO GROWTH AND INCOME FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED JULY 17, 1997
THIS RIDER, made the 17th day of September, 2002, is among The
Enterprise Group of Funds, Inc. (the "Fund"), Enterprise Capital Management,
Inc., and Retirement System Investors Inc.
The Agreement is modified by the following:
The Fund Manager shall maintain all books and records with respect to
the Growth and Income 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
Growth and Income Fund required by Rule 31a-1 under the 1940 Act. The Fund
Manager agrees that all records that it maintains on behalf of the Growth and
Income Fund are property of the Growth and Income Fund and the Fund Manager
will surrender promptly to the Growth and Income Fund any of such records upon
the Growth and Income 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 Growth and Income 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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RETIREMENT SYSTEM INVESTORS INC.
By:/s/ XXXXXXX X XXXXXX
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Vice President, Counsel & Secretary
