EXHIBIT (d)(xxi)(a)
RIDER TO TOTAL RETURN FUND
OF THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
DATED AUGUST 31, 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 Pacific Investment Management Company, LLC.
The Agreement is modified by the following:
The Fund Manager shall maintain all books and records with respect to
the Total Return 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
Total Return Fund required by Rule 31a-1 under the 1940 Act. The Fund Manager
agrees that all records that it maintains on behalf of the Total Return Fund
are property of the Total Return Fund and the Fund Manager will surrender
promptly to the Total Return Fund any of such records upon the Total Return
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 Total Return 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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PACIFIC INVESTMENT MANAGEMENT COMPANY, LLC
By:/s/ XXXXXXX X XXXX
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Xxxxxxx X. Xxxx
Managing Director
