EXHIBIT (d)(ii)(a)
RIDER TO GROWTH FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED FEBRUARY 1, 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 Montag & Xxxxxxxx, Inc.
The Agreement is modified by the following:
The Fund Manager shall maintain all books and records with respect to
the 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 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 Growth Fund are property of the
Growth Fund and the Fund Manager will surrender promptly to the Growth Fund any
of such records upon the 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 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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MONTAG & XXXXXXXX, INC.
By:/s/ XXXXXX X XXXXXXXXX
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