EXHIBIT (d)(xvi)(a)
RIDER TO TOTAL RETURN PORTFOLIO
OF ENTERPRISE ACCUMULATION TRUST
PORTFOLIO MANAGER'S AGREEMENT
DATED AUGUST 31, 2001
THIS RIDER, made the 17th day of September, 2002, is among Enterprise
Accumulation Trust (the "Fund"), Enterprise Capital Management, Inc., and
Pacific Investment Management Company, LLC.
The Agreement is modified by the following:
The Portfolio Manager shall maintain all books and records with
respect to the Total Return 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 ("the 1940 Act") 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 Total Return Portfolio required by Rule 31a-1 under
the 1940 Act. The Portfolio Manager agrees that all records that it maintains
on behalf of the Total Return Portfolio are property of the Total Return
Portfolio and the Portfolio Manager will surrender promptly to the Total Return
Portfolio any of such records upon the Total Return 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 Total Return 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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PACIFIC INVESTMENT MANAGEMENT COMPANY, LLC
By:
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