<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1999
SECURITIES ACT FILE NO. 2-28097
INVESTMENT COMPANY ACT FILE NO. 811-01582
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 53 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 39
(Check appropriate box or boxes)
THE ENTERPRISE GROUP OF FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
SUITE 450
3343 PEACHTREE ROAD
ATLANTA, GEORGIA 30326
(Address of Principal Executive Office)(Zip Code)
(404) 261-1116
Registrant's telephone number, including area code
CATHERINE R. MCCLELLAN
SUITE 450
3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326-1022
(Name and Address for Agent for Service)
COPY TO:
MARGERY K. NEALE, ESQ
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, NY 10022
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 3, 1999, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on May 3, 1999 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
Introduction................................................ 1
Growth Fund................................................. 2
Growth and Income Fund...................................... 4
Equity Fund................................................. 6
Equity Income Fund.......................................... 8
Capital Appreciation Fund................................... 10
Small Company Growth Fund................................... 12
Small Company Value Fund.................................... 14
International Growth Fund................................... 16
Global Financial Services Fund.............................. 18
Government Securities Fund.................................. 20
High-Yield Bond Fund........................................ 22
Tax-Exempt Income Fund...................................... 25
Managed Fund................................................ 28
Money Market Fund........................................... 30
Additional Information About the Funds' Investments and
Risks..................................................... 32
Shareholder Account Information............................. 37
Selecting a Share Class................................... 37
How to Purchase Shares.................................... 42
How to Redeem Shares...................................... 43
How to Exchange Shares.................................... 45
Transaction and Account Policies............................ 46
Dividends, Distributions and Taxes.......................... 48
Fund Management............................................. 50
The Investment Advisor.................................... 50
The Fund Managers......................................... 51
Financial Highlights........................................ 54
</TABLE>
This page is not part of the prospectus.
i
<PAGE> 3
THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS
CLASS A, B AND C SHARES
MAY 3, 1999
EQUITY FUNDS
Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund
INCOME FUNDS
Government Securities Fund
High-Yield Bond Fund
Tax-Exempt Income Fund
FLEXIBLE FUND
Managed Fund
MONEY MARKET FUND
Money Market Fund
This prospectus contains information you should know before investing,
including information about risks. Please read it before you invest and keep it
for future reference.
The Securities and Exchange Commission has not determined that the
information in this prospectus is accurate or complete, nor has it approved or
disapproved these securities. It is a criminal offense to state otherwise.
<PAGE> 4
INTRODUCTION
The Enterprise Group of Funds, Inc. is a mutual fund family that offers
different classes of shares in separate investment portfolios or Funds. This
prospectus relates to Class A, B and C shares of the Funds. The Funds have
individual objectives and strategies to offer investors a broad range of
investment alternatives.
Enterprise Capital Management, Inc. (the "Advisor") is the investment
advisor to each Fund. The Advisor selects a Fund Manager for each Fund's
portfolio on the basis of a number of criteria, including the Fund Manager's
reputation, resources and performance results.
Before investing in any mutual fund, you should consider the general risks
involved. The value of your investment in a Fund is based on the market prices
of the securities the Fund holds. These prices change due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies, industry sectors or governments. These price movements,
sometimes called volatility, will vary depending on the types of securities a
Fund owns and the markets in which these securities trade. In addition, the
investments made by a Fund may underperform the market generally or other mutual
funds with a similar investment objective of that Fund. As with other
investments, you could lose money on your investment in a Fund. Your investment
in a Fund is not a bank deposit. It is not insured or guaranteed by the FDIC or
any government agency. A Fund may not achieve its objective. A Fund's objective
may not be changed without shareholder approval.
1
<PAGE> 5
(PICTURE)
Columns of various heights: located to the left of the section titled:
"Enterprise Growth Fund Portfolio Profile."
ENTERPRISE GROWTH FUND
FUND PROFILE
Investment Objective Capital appreciation
Principal Investments U.S. common stocks of large
capitalization companies
Fund Manager Montag & Caldwell, Inc.
Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment.
Investment Strategies The Growth Fund invests primarily in
U.S. common stocks. The "Growth at a Reasonable Price"
strategy employed by the Fund combines growth and value
style investing. This means that the Fund invests in the
stocks of companies with long-term earnings potential but
which are currently selling at a discount to their
estimated long term value. The Fund's equity selection
process is generally lower risk than a typical growth stock
approach. Valuation is the key selection criterion which
makes the investment style risk averse. Also emphasized are growth
characteristics to identify companies whose shares are attractively priced and
may experience strong earnings growth relative to other companies.
Principal Risks As a result of investing primarily in U.S. common stocks, the
Fund is subject to the risk that stock prices will fall over short or extended
periods of time. Stock markets tend to move in cycles, with periods of rising
prices and periods of falling prices. This price volatility is the principal
risk of investing in the Fund.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
26.81% -15.64%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1990)
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN -------------------------
DECEMBER 31, 1998) YEAR YEARS YEARS FUND S&P 500(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Growth Fund(3).............. Class A 24.64% 24.72% 19.74% -- --
Class B 26.20% N/A N/A 32.04% 29.22%
Class C 29.22% N/A N/A 31.91% 31.33%
S&P 500(2)............................. 28.57% 24.06% 19.21%
</TABLE>
- ---------------
(1) Returns track inception dates for Class B shares and Class C shares of May
1, 1995 and May 1, 1997, respectively.
(2) This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.28% 0.28% 0.29%
-----------------------------
Total Annual Fund Operating Expenses.......................... 1.48% 2.03% 2.04%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $618 $ 921 $1,245 $2,159
Class B..................................................... $706 $1,037 $1,293 $2,217
Class C..................................................... $307 $ 640 $1,098 $2,369
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $618 $ 921 $1,245 $2,159
Class B..................................................... $206 $ 637 $1,093 $2,217
Class C..................................................... $207 $ 640 $1,098 $2,369
</TABLE>
3
<PAGE> 7
(PICTURE)
Columns of various heights: located to the left of the section titled:
"Enterprise Growth and Income Fund Portfolio Profile."
ENTERPRISE GROWTH AND INCOME FUND
FUND PROFILE
Investment Objective Total return through capital
appreciation with income as a secondary consideration
Principal Investments Broadly diversified group of U.S.
common stocks of large capitalization companies
Fund Manager Retirement System Investors Inc.
Who May Want To Invest Investors who want the value of
their investment to grow with the potential of receiving
dividend income.
Investment Strategies The Growth and Income Fund invests
primarily in U.S. common stocks of large capitalization
companies. The Fund selects stocks that will appreciate in
value, seeking to take advantage of temporary stock price
inefficiencies which may be caused by market participants focusing heavily on
short-term developments. In selecting stocks for the Fund, the Fund Manager
employs a "value-oriented" strategy. This means that the Fund Manager attempts
to identify stocks of companies that have greater value than is recognized by
the market generally. The Fund Manager considers a number of factors, such as
sales, growth and profitability prospects for the economic sector and markets in
which the company operates and sells its products and services, the company's
stock market price, earnings level and projected earnings growth rate. The Fund
Manager also considers current and projected dividend yields. The Fund Manager
compares this information to that of other companies in determining relative
value and dividend potential.
Principal Risks The Fund invests primarily in U.S. common stocks. As a result,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk by
comparing the Fund's performance with a broad measure of market performance. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows the performance of the Fund's Class A shares for the past
year. The bar chart does not reflect sales charges. If sales charges had been
reflected, returns would be less than shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance for 1998
<TABLE>
<S> <C>
BEST QUARTER
19.50%
(DECEMBER 31, 1998)
WORST QUARTER
-12.40%
(SEPTEMBER 30, 1998)
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE -------------------------
DECEMBER 31, 1998) YEAR YEARS FUND S&P 500(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Growth and Income Fund(3)........... Class A 10.95% N/A 7.57% 21.41%
Class B 11.95% N/A 8.09% 21.41%
Class C 14.95% N/A 10.83% 21.41%
S&P 500(2)..................................... 28.57% 24.06%
</TABLE>
- ---------------
(1) Inception date for Classes A, B and C is July 17, 1997. Performance reflects
annualized return from July 31, 1997 to December 31, 1998 for each Class and
S&P 500.
(2) This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.73% 0.73% 0.74%
-----------------------------
Total Annual Fund Operating Expenses.......................... 1.93% 2.48% 2.49%
Less Expense Reimbursements................................... (0.43%) (0.43%) (0.44%)
-----------------------------
Net Annual Fund Operating Expenses............................ 1.50% 2.05% 2.05%
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $620 $1,013 $1,429 $2,589
Class B..................................................... $708 $1,132 $1,482 $2,648
Class C..................................................... $308 $ 734 $1,286 $2,793
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $620 $1,013 $1,429 $2,589
Class B..................................................... $208 $ 732 $1,282 $2,648
Class C..................................................... $208 $ 734 $1,286 $2,793
</TABLE>
5
<PAGE> 9
(PICTURE)
Columns of various heights: located to the left of the section titled:
"Enterprise Equity Fund Portfolio Profile."
ENTERPRISE EQUITY FUND
FUND PROFILE
Investment Objective Long-term capital appreciation
Principal Investments U.S. common stocks
Fund Manager OpCap Advisors
Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment.
Investment Strategies The Equity Fund invests primarily in
U.S. common stocks of companies that meet the Fund
Manager's criteria of high return on investment capital,
strong positions within their industries, sound financial
fundamentals and management committed to shareholder
interests. The Fund Manager selects companies with one or
more of the following characteristics: substantial and
growing discretionary cash flow, strong shareholder value-oriented management,
valuable consumer or commercial franchises, high return on capital, favorable
price to intrinsic value, and undervalued assets. The Fund Manager also imposes
a strict sell discipline to sell the stock once it rises close to the target
price established by the Fund Manager.
Principal Risks The Fund invests primarily in U.S. common stocks. As a result,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk by
comparing the Fund's performance with a broad measure of market performance. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows the performance of the Fund's Class A shares for the past
year. The bar chart does not reflect sales charges. If sales charges had been
reflected, returns would be less than shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance for 1998
<TABLE>
<S> <C>
BEST QUARTER
11.81%
(DECEMBER 31, 1998)
WORST QUARTER
-11.80%
(SEPTEMBER 30, 1998)
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE --------------------------
DECEMBER 31, 1998) YEAR FUND S&P 500(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Equity Fund(3).............................. Class A 4.13% 15.05% 31.33%
Class B 4.82% 15.65% 31.33%
Class C 7.98% 17.97% 31.33%
S&P 500(2)............................................. 28.57% 31.33% 31.33%
</TABLE>
- ---------------
(1) Returns track inception date for Classes A, B and C of May 1, 1997.
(2) This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the US economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 1.53% 1.54% 1.53%
-----------------------------
Total Annual Fund Operating Expenses.......................... 2.73% 3.29% 3.28%
Less Expense Reimbursements................................... (1.13%) (1.14%) (1.13%)
-----------------------------
Net Annual Fund Operating Expenses............................ 1.60% 2.15% 2.15%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $630 $1,180 $1,755 $3,312
Class B..................................................... $718 $1,306 $1,819 $3,380
Class C..................................................... $318 $ 904 $1,615 $3,500
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $630 $1,180 $1,755 $3,312
Class B..................................................... $218 $ 906 $1,619 $3,380
Class C..................................................... $218 $ 904 $1,615 $3,500
</TABLE>
7
<PAGE> 11
(PICTURE)
Growth, Growth & Income, Equity, Equity Income, International Growth - Columns
of various heights: located to the left of the section titled: "Enterprise
Equity Income Fund Portfolio Profile."
ENTERPRISE EQUITY INCOME FUND
FUND PROFILE
Investment Objective A combination of growth and income to
achieve an above-average and consistent total return
Principal Investments Dividend-paying U.S. common stocks
Fund Manager 1740 Advisers, Inc.
Who May Want To Invest Investors who want the value of
their investment to grow, with the potential of receiving
dividend income.
Investment Strategies The Equity Income Fund invests
primarily in dividend-paying U.S. common stocks. The goal
is capital appreciation combined with a high level of
current income. Dividend yield relative to the S&P 500
average is used as a discipline and measure of value in
selecting stocks for the Fund. To qualify for a purchase, a
stock's yield must be greater than the S&P 500's average
dividend yield. The stock must be sold within two quarters after its dividend
yield falls below that of the S&P average. The effect of this discipline is that
a stock will be sold if increases in its annual dividends do not keep pace with
increases in its market price.
Principal Risks The Fund invests primarily in U.S. common stocks. As a result,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance for 1989-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
14.94% -13.46%
(JUNE 30, 1997) (SEPTEMBER 30, 1990)
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
RETURN SINCE INCEPTION(1)
--------------------------
AVERAGE ANNUAL TOTAL RETURNS S&P 500/
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN BARRA VALUE
DECEMBER 31, 1998) YEAR YEARS YEARS FUND INDEX(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Equity Income Fund(3)....... Class A 5.84% 16.22% 13.28% -- --
Class B 6.49% N/A N/A 20.10% 23.95%
Class C 9.47% N/A N/A 17.34% 22.96%
S&P 500/Barra Value Index(2)........... 14.68% 19.88% 16.67%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares are September 14,
1987, May 1, 1995 and May 1, 1997, respectively.
(2) This unmanaged broad-based index is comprised of S&P companies sorted with
low price to book ratios. It includes reinvested dividends.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.38% 0.38% 0.38%
-----------------------------
Total Annual Operating Expenses............................... 1.58% 2.13% 2.13%
Less Expense Reimbursements................................... (0.08%) (0.08%) (0.08%)
-----------------------------
Net Annual Fund Operating Expenses............................ 1.50% 2.05% 2.05%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you sell Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $620 $ 943 $1,287 $2,258
Class B..................................................... $708 $1,059 $1,337 $2,316
Class C..................................................... $308 $ 659 $1,137 $2,456
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $620 $ 943 $1,287 $2,258
Class B..................................................... $208 $ 659 $1,137 $2,316
Class C..................................................... $208 $ 659 $1,137 $2,456
</TABLE>
9
<PAGE> 13
(PICTURE)
Capital Appreciation, Small Company Growth, Small Company Value, Global
Financial Services - Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Capital Appreciation Fund Portfolio Profile."
ENTERPRISE CAPITAL APPRECIATION FUND
FUND PROFILE
Investment Objective Maximum capital appreciation
Principal Investments U.S. common stocks of companies that
demonstrate accelerating earnings momentum and consistently
strong financial characteristics
Fund Manager Provident Investment Counsel, Inc.
Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment and are willing to accept the increased
risk associated with more aggressive investment strategies.
Investment Strategies The Capital Appreciation Fund
invests in U.S. common stocks of companies that demonstrate
accelerating earnings momentum and consistently strong
financial characteristics. The Fund Manager's criteria for
stock selection include: (a) steadily increasing earnings;
and (b) a three-year performance record of sales, earnings,
dividend growth, pretax margins, return on equity and
reinvestment rate which, in the aggregate, average 1.5 times the average
performance of the S&P 500 for the same period. The Fund Manager selects stocks
of small, medium and large capitalization companies in an attempt to achieve an
average capitalization of portfolio companies that is less than the average
capitalization of the S&P 500. The potential for maximum capital appreciation is
the basis for investment decisions; any income is incidental.
Principal Risks The Fund's investment universe consists of large, medium and
small capitalization common stocks. As a result, the Fund is subject to the risk
that stock prices will fall over short or extended periods of time. Stock
markets tend to move in cycles, with periods of rising prices and periods of
falling prices. This price volatility is the principal risk of investing in the
Fund. In addition, small- to mid-sized companies may be more vulnerable to
adverse business or economic events than larger, more established companies. In
particular, these companies may have somewhat limited product lines, markets and
financial resources, and may depend upon a relatively small- to medium-sized
management group.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
10
<PAGE> 14
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
25.35% -17.81%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1990)
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
RETURN SINCE INCEPTION(1)
-------------------------
AVERAGE ANNUAL TOTAL RETURNS S&P 500/
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN BARRA GROWTH
DECEMBER 31, 1998) YEAR YEARS YEARS FUND INDEX(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Capital Appreciation
Fund(3)............................ Class A 23.98% 16.09% 17.99% -- --
Class B 25.44% N/A N/A 22.47% 34.27%
Class C 28.60% N/A N/A 31.82% 39.04%
S&P 500/Barra Growth Index(2)........ 42.15% 27.94% 21.35%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares are September 14,
1987; May 1, 1995 and May 1, 1997, respectively.
(2) This unmanaged broad-based index is comprised of U.S. common stocks in the
S&P 500 with high price to book ratios. An index does not have an investment
advisor and does not pay commissions or expenses. If an index had expenses,
its performance would be lower. One cannot invest directly in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table below are shown as a percentage of
the Fund's net assets. These expenses are deducted from Fund assets.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN A FUND) CLASS A CLASS B CLASS C
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)............................................... None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD CLASS A CLASS B CLASS C
FUND SHARES)
- ----------------------------------------------------------------------------------------------
Investment Advisory Fees..................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)..................... 0.45% 1.00% 1.00%
Other Expenses............................................... 0.32% 0.33% 0.36%
-----------------------------
Total Annual Fund Operating Expenses................ 1.52% 2.08% 2.11%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $622 $ 932 $1,265 $2,201
Class B..................................................... $711 $1,052 $1,319 $2,267
Class C..................................................... $314 $ 661 $1,134 $2,441
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $622 $ 932 $1,265 $2,201
Class B..................................................... $211 $ 652 $1,119 $2,267
Class C..................................................... $214 $ 661 $1,134 $2,441
</TABLE>
11
<PAGE> 15
(PICTURE)
Capital Appreciation, Small Company Growth, Small Company Value, Global
Financial Services - Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Small Company Growth Fund Portfolio Profile."
ENTERPRISE SMALL COMPANY GROWTH FUND
FUND PROFILE
Investment Objective Capital appreciation
Principal Investments U.S. common stocks of small
capitalization companies
Fund Manager William D. Witter, Inc.
Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income; are
willing to accept the increased risk of investing in small
company stocks for the possibility of higher returns; and
want to diversify their portfolio to include small company
stocks.
Investment Strategies The Small Company Growth Fund
invests primarily in common stocks of small capitalization
companies with above-average growth characteristics that
are reasonably valued. The Fund Manager uses a disciplined
approach in evaluating growth companies. It relates the
expected growth rate in earnings to the price-earnings
ratio of the stock. Generally, the Fund Manager will not
buy a stock if its price-earnings ratio exceeds its growth rate. By using this
valuation parameter, the Fund Manager believes it moderates some of the inherent
volatility in the small capitalization sector of the market. Securities will be
sold when the Fund Manager believes the stock price exceeds the valuation
criteria, or when the stock appreciates to a point where it is substantially
overweighted in the portfolio, or when the company no longer meets expectations.
The Fund Manager's goal is to hold a stock for a minimum of one year but this
may not always be feasible and there may be times when short-term gains or
losses will be realized.
Principal Risks The Fund invests primarily in common stocks. As a result, the
Fund is subject to the risk that stock prices will fall over short or extended
periods of time. Stock markets tend to move in cycles, with periods of rising
prices and periods of falling prices. This price volatility is the principal
risk of investing in the Fund. In addition, the Fund invests primarily in
small-sized companies which may be more vulnerable to adverse business or
economic events than larger, more established companies. In particular,
small-sized companies may have limited product lines, markets and financial
resources, and may depend upon a relatively small management group.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk by
comparing the Fund's performance with a broad measure of market performance. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ slightly due to differences in expenses.
This bar chart shows the performance of the Fund's Class A shares for the past
year. The bar chart does not reflect sales charges. If sales charges had been
reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance for 1998
<TABLE>
<S> <C>
BEST QUARTER
27.19%
(DECEMBER 31, 1998)
WORST QUARTER
-24.36%
(SEPTEMBER 30, 1998)
</TABLE>
12
<PAGE> 16
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
RETURN SINCE
AVERAGE ANNUAL TOTAL RETURNS INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE ------------
DECEMBER 31, 1998) YEAR FUND
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Small Company Growth Fund(2)..................... Class A (8.63)% (8.54)%
Class B (8.93)% (9.15)%
Class C (5.71)% (6.00)%
Russell 2000(3)............................................. (2.56)% 2.37%
</TABLE>
- ---------------
(1) Inception date for Classes A, B and C is July 17, 1997. Performance reflects
annualized return from July 31, 1997 to December 31, 1998.
(2) Includes sales charge.
(3) This unmanaged broad-based index measures the performance of 2,000 small
capitalization companies. As of the latest reconstitution, the average
market capitalization was approximately $592.0 million and the largest
company in the index had an approximate market capitalization of $1,402.7
million. An index does not have an investment advisor and does not pay
commissions or expenses. If an index had expenses, its performance would be
lower. One cannot invest directly in an index.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 1.21% 1.24% 1.24%
-----------------------------
Total Annual Fund Operating Expenses.......................... 2.66% 3.24% 3.24%
Less Expense Reimbursements................................... (0.81)% (0.84)% (0.84)%
-----------------------------
Net Annual Fund Operating Expenses............................ 1.85% 2.40% 2.40%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $654 $1,189 $1,749 $3,269
Class B..................................................... $743 $1,320 $1,820 $3,349
Class C..................................................... $343 $ 920 $1,620 $3,483
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $654 $1,189 $1,749 $3,269
Class B..................................................... $243 $ 920 $1,620 $3,349
Class C..................................................... $243 $ 920 $1,620 $3,483
</TABLE>
13
<PAGE> 17
(PICTURE)
Capital Appreciation, Small Company Growth, Small Company Value, Global
Financial Services - Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Small Company Value Fund Portfolio Profile."
ENTERPRISE SMALL COMPANY VALUE FUND
FUND PROFILE
Investment Objective Maximum capital appreciation
Principal Investments U.S. common stocks of small
capitalization companies
Fund Manager Gabelli Asset Management Company (GAMCO
Investors, Inc.)
Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income; are
willing to accept the increased risk of investing in small
company stocks for the possibility of higher returns; and
want to diversify their portfolio to include small company
stocks.
Investment Strategies The Small Company Value Fund invests
primarily in common stocks of small capitalization
companies that the Fund Manager believes are
undervalued -- that is, the stock's market price does not
fully reflect the company's value. The Fund Manager uses a
proprietary research technique to determine which stocks
have a market price that is less than the "private market
value" or what an investor would pay for the company. The
Fund Manager then determines whether there is an emerging
valuation catalyst that will focus investor attention on the underlying assets
of the company and increase the market price. Smaller companies may be subject
to a valuation catalyst such as increased investor attention, takeover efforts
or a change in management.
Principal Risks The Fund invests primarily in common stocks. As a result, the
Fund is subject to the risk that stock prices will fall over short or extended
periods of time. Stock markets tend to move in cycles, with periods of rising
prices and periods of falling prices. This price volatility is the principal
risk of investing in the Fund. In addition, the Fund invests primarily in
small-sized companies which may be more vulnerable to adverse business or
economic events than larger, more established companies. In particular,
small-sized companies may have limited product lines, markets and financial
resources, and may depend upon a relatively small management group.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1994-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
18.94% -17.01%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)
</TABLE>
14
<PAGE> 18
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
RETURN SINCE
AVERAGE ANNUAL TOTAL RETURNS INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE ---------------------
DECEMBER 31, 1998) YEAR YEARS FUND RUSSELL 2000
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Small Company Value Fund(2).......... Class A 0.11% 12.02% 12.62% --
Class B 0.44% N/A 16.34% 14.96%
Class C 4.03% N/A 23.10% 14.52%
Russell 2000(3)................................. (2.56)% 11.86% 11.81%
</TABLE>
- ---------------
(1) Inception date for Class A shares is October 1, 1993; inception date for
Class B shares is May 1, 1995; inception date for Class C shares is May 1,
1997.
(2) Includes sales charge.
(3) This unmanaged broad-based index measures the performance of 2,000 small
capitalization companies. As of the latest reconstitution, the average
market capitalization was approximately $592.0 million and the largest
company in the index had an approximate market capitalization of $1,402.7
million. An index does not have an investment advisor and does not pay
commissions or expenses. If an index had expenses, its performance would be
lower. One cannot invest directly in an index.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.65% 0.66% 0.65%
-----------------------------
Total Annual Fund Operating Expenses.......................... 1.85% 2.41% 2.40%
Less Expense Reimbursements................................... (0.10)% (0.11)% (0.10)%
-----------------------------
Net Annual Fund Operating Expenses............................ 1.75% 2.30% 2.30%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $644 $1,020 $1,419 $2,533
Class B..................................................... $733 $1,141 $1,476 $2,599
Class C..................................................... $333 $ 739 $1,271 $2,729
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $644 $1,020 $1,419 $2,533
Class B..................................................... $233 $ 741 $1,276 $2,599
Class C..................................................... $233 $ 739 $1,271 $2,729
</TABLE>
15
<PAGE> 19
(PICTURE)
Columns of various heights: located to the left of the section titled:
"Enterprise International Growth Fund Portfolio Profile."
ENTERPRISE INTERNATIONAL GROWTH FUND
FUND PROFILE
Investment Objective Capital appreciation
Principal Investments Non-U.S. equity securities
Fund Manager Vontobel USA Inc.
Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
are willing to accept the increased risk of international
investing for the possibility of higher returns.
Investment Strategies The International Growth Fund
invests primarily in non-U.S. equity securities that the
Fund Manager believes are undervalued. The Fund Manager
uses an approach that involves bottom-up stock selection.
The Fund Manager looks for companies that are good
predictable businesses selling at attractive prices
relative to an estimate of intrinsic value. The Fund
Manager diversifies investments among European, Australian
and Far East ("EAFE") markets.
Principal Risks The Fund invests primarily in common stocks of foreign
companies. As a result, the Fund is subject to the risk that stock prices will
fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price
volatility is the principal risk of investing in the Fund. In addition,
investments in foreign markets may be more volatile than investments in U.S.
markets. Diplomatic, political or economic developments may cause foreign
investments to lose money. The value of the U.S. dollar may rise, causing
reduced returns for U.S. persons investing abroad. A foreign country may not
have the same accounting and financial reporting standards as the U.S. Foreign
stock markets, brokers and companies are generally subject to less supervision
and regulation than their U.S. counterparts. Emerging market securities may be
even more susceptible to these risks.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
17.44% -18.21%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1990)
</TABLE>
16
<PAGE> 20
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
RETURNS SINCE INCEPTION(1)
AVERAGE ANNUAL TOTAL RETURNS --------------------------
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN MSCI EAFE
DECEMBER 31, 1998) YEAR YEARS YEARS FUND INDEX(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise International Growth
Fund(3).......................... Class A 8.87% 7.47% 8.06% -- --
Class B 9.57% N/A N/A 11.17% 8.0%
Class C 12.64% N/A N/A 9.30% 13.44%
MSCI EAFE Index.................... 20.00% 9.19% 5.54%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares is September 14,
1987, May 1, 1995, and May 1, 1997, respectively.
(2) The Morgan Stanley Capital International Europe, Australia and the Far East
(MSCI EAFE) Index is a market capitalization weighted, equity index
comprised of 1,032 companies that are representative of the market structure
of 20 countries, excluding the United States, Canada and other regions such
as Latin America. Constituent stocks are selected on the basis of industry
representation, liquidity and sufficient float. One cannot invest directly
in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratio set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.85% 0.85% 0.85%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.81% 0.81% 0.82%
-----------------------------
Total Annual Fund Operating Expenses.......................... 2.11% 2.66% 2.67%
Less Expense Reimbursements................................... (0.11)% (0.11)% (0.12)%
-----------------------------
Net Annual Fund Operating Expenses............................ 2.00% 2.55% 2.55%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $668 $1,094 $1,545 $2,792
Class B..................................................... $758 $1,216 $1,600 $2,852
Class C..................................................... $358 $ 818 $1,404 $2,994
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $668 $1,094 $1,545 $2,792
Class B..................................................... $258 $ 816 $1,400 $2,852
Class C..................................................... $258 $ 818 $1,404 $2,994
</TABLE>
17
<PAGE> 21
(PICTURE)
Ticker: Old fashioned ticker tape: located to the left of the section titled:
"Global Financial Services Fund Portfolio Profile."
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND
FUND PROFILE
Investment Objective Capital appreciation
Principal Investments Common stocks of domestic and
foreign financial services companies
Fund Manager Sanford C. Bernstein & Co., Inc.
Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income;
want investment in the global financial services sector;
and are willing to accept the increased risk of
international investing for the possibility of higher
returns.
Investment Strategies The Global Financial Services Fund
invests primarily in the domestic and foreign financial
services industry by normally investing in companies
domiciled in the U.S. and in at least three other countries. The Fund considers
a financial services company to be a firm that in its most recent fiscal year
either (i) derived at least 50% of its revenues or earnings from financial
services activities, or (ii) devoted at least 50% of its assets to such
activities. Financial services companies provide financial services to consumers
and businesses and include the following types of U.S. and foreign firms:
commercial banks, thrift institutions and their holding companies; consumer and
industrial finance companies; diversified financial services companies;
investment banks; securities brokerage and investment advisory firms; financial
technology companies; real estate-related firms; leasing firms; credit card
companies; government sponsored financial enterprises; investment companies;
insurance brokerages; and various firms in all segments of the insurance
industry such as multi-line property and casualty, life insurance companies and
insurance holding companies. The Fund Manager selects securities by combining
fundamental and quantitative research to identify securities of financial
services companies that are attractively priced relative to their expected
returns. Its research analysts employ a long-term approach to forecasting the
earnings and growth potential of companies and attempt to construct global
portfolios that produce maximum returns at a given risk level.
Principal Risks The Fund invests in common stocks of foreign companies. As a
result, the Fund is subject to the risk that stock prices will fall over short
or extended periods of time. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. This price volatility is a
principal risk of investing in the Fund. In addition, investments in foreign
markets may be more volatile than investments in U.S. markets. Diplomatic,
political or economic developments may cause foreign investments to lose money.
The value of the U.S. dollar may rise, causing reduced returns for U.S. persons
investing abroad. A foreign country may not have the same accounting and
financial reporting standards as the U.S. Foreign stock markets, brokers and
companies are generally subject to less supervision and regulation than their
U.S. counterparts. Emerging market securities may be even more susceptible to
these risks. Because the Fund concentrates in a single industry sector, its
performance is largely dependent on the sector's performance, which may differ
from that of the overall stock market. Generally, the financial services
industry is extremely sensitive to fluctuations in interest rates. Moreover,
while rising interest rates will cause a decline in the value of any debt
securities the Fund holds, falling interest rates or deteriorating economic
conditions can adversely affect the performance of financial services companies'
stock. Both foreign and domestic financial services companies are affected by
government regulation or market intervention, which may limit their activities
and affect their profitability. Some financial services companies, e.g.,
insurance companies, are subject to severe market share and price competition.
18
<PAGE> 22
PERFORMANCE INFORMATION
No bar chart and performance table are provided due to the fact the Fund does
not have performance information for a full calendar year. The Fund's inception
date was October 1, 1998.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratios set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.85% 0.85% 0.85%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses(5)............................................. 1.53% 1.53% 1.53%
-----------------------------
Total Annual Fund Operating Expenses.......................... 2.83% 3.38% 3.38%
Less Expense Reimbursements................................... (1.08)% (1.08)% (1.08)%
-----------------------------
Net Annual Fund Operating Expenses............................ 1.75% 2.30% 2.30%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
(5) Other expenses are based on estimated amounts for the current fiscal year.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $644 $1,213
Class B..................................................... $733 $1,339
Class C..................................................... $333 $ 939
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $644 $1,213
Class B..................................................... $233 $ 939
Class C..................................................... $233 $ 939
</TABLE>
19
<PAGE> 23
(PICTURE)
Antiqued piggy bank with various coins lying beside: located to the left of the
section titled: "Enterprise Government Securities Fund Portfolio Profile."
ENTERPRISE GOVERNMENT SECURITIES FUND
FUND PROFILE
Investment Objective Current income and safety of
principal
Principal Investments Securities that are obligations of
the U.S. Government, its agencies or instrumentalities
Fund Manager TCW Funds Management, Inc.
Who May Want To Invest Conservative investors who want to
receive income from their investment
Investment Strategies The Government Securities Fund
invests primarily in securities that are obligations of the
U.S. Government, its agencies or instrumentalities. The
Fund's investments may include securities issued by the
U.S. Treasury, such as treasury bills, treasury notes and
treasury bonds. In addition, the Fund may invest in
securities that are issued or guaranteed by agencies and
instrumentalities of the U.S. Government. Securities issued
by agencies or instrumentalities may or may not be backed
by the full faith and credit of the United States.
Securities issued by the Government National Mortgage
Association ("GNMA Certificates") are examples of full
faith and credit securities. Agencies or instrumentalities whose securities are
not backed by the full faith and credit of the United States include the Federal
National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corp.
(Freddie Mac). To a limited extent, the Fund may invest in mortgage-backed
securities, including collateralized mortgage obligations ("CMOs"). The Fund may
concentrate from time to time in different U.S. Government securities in order
to obtain the highest available level of current income and safety of principal.
Principal Risks The Government Securities Fund invests primarily in U.S.
Government debt securities. As a result, the Fund is subject to the risk that
the prices of debt securities will decline due to rising interest rates. This
risk is greater for long-term debt securities than for short-term debt
securities. To the extent that the Fund invests in mortgage-backed securities,
it is subject to additional risk. A mortgage-backed security pools all interest
and principal payments from the underlying mortgages and pays it to the
security's owner. The mortgages underlying mortgage-backed securities may mature
or be paid off before the stated maturity date. This has a number of drawbacks.
First, the Fund may lose money on its investment. Second, the monthly income
payments to the Fund may fluctuate. Third, the Fund cannot predict the maturity
of its investment with certainty. Fourth, the Fund would invest any resulting
proceeds elsewhere, generally at a lower interest rate.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
20
<PAGE> 24
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
6.08% -5.16%
(MARCH 31, 1995) (JUNE 30, 1994)
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
RETURN SINCE INCEPTION(1)
AVERAGE ANNUAL TOTAL RETURNS -----------------------------------
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN LEHMAN BROTHERS INTERMEDIATE
DECEMBER 31, 1998) YEAR YEARS YEARS FUND GOVERNMENT BOND INDEX(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Government Securities
Fund(3).......................... Class A 1.75% 5.17% 7.67% -- --
Class B 2.24% N/A N/A 7.55% 7.87%
Class C 5.15% N/A N/A 8.23% 9.19%
Lehman Brothers Intermediate
Government Bond Index(2)......... 8.49% 6.45% 8.34%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares were September 14,
1987, May 1, 1995 and May 1, 1997, respectively.
(2) This is an unmanaged broad-based index that includes all issues with
maturities of one to 9.99 years contained in the Lehman Brothers Government
Bond Index (this index includes all publicly held U. S. Treasury debt or any
governmental agency thereof, quasi-federal corporation, or corporate debt
guaranteed by the U. S. government with a minimum maturity of one year and
minimum outstanding par amount of $1 million) and is constructed the same
way. Average weighted maturity is approximately four years. The index
excludes transaction and holding charges. One cannot invest directly in an
index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
agreed to contractually limit the Fund's expenses through May 1, 2000, to the
expense ratios set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.60% 0.60% 0.60%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.33% 0.33% 0.34%
-----------------------------
Total Annual Operating Expenses............................... 1.38% 1.93% 1.94%
Less Expense Reimbursements................................... (0.08)% (0.08)% (0.09)%
-----------------------------
Net Annual Fund Operating Expenses............................ 1.30% 1.85% 1.85%
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $601 $ 884 $1,187 $2,047
Class B..................................................... $688 $ 998 $1,234 $2,105
Class C..................................................... $288 $ 600 $1,039 $2,257
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $601 $ 884 $1,187 $2,047
Class B..................................................... $188 $ 598 $1,034 $2,105
Class C..................................................... $188 $ 600 $1,039 $2,257
</TABLE>
21
<PAGE> 25
(PICTURE)
Antiqued piggy bank with various coins lying beside: located to the left of the
section titled: "Enterprise High-Yield Bond Fund Portfolio Profile."
ENTERPRISE HIGH-YIELD BOND FUND
FUND PROFILE
Investment Objective Maximum current income
Principal Investments Debt securities rated below
investment grade, which are commonly known as "junk bonds"
Fund Manager Caywood-Scholl Capital Management
Who May Want To Invest Income-oriented investors who are
willing to accept increased risk for the possibility of
greater returns through high-yield bond investing.
Investment Strategies The High-Yield Bond Fund invests
primarily in high-yield, income-producing U.S. corporate
bonds rated B3 to Ba1 by Moody's Investors Service, Inc.
("Moody's") or B- to BB+ by Standard & Poor's Corporation
("S&P"), which are commonly known as "junk bonds." The
Fund's investments are selected by the Fund Manager after
examination of the economic outlook to determine those
industries that appear favorable for investment. Industries
going through a perceived decline generally are not
candidates for selection. After the industries are
selected, the Fund Manager identifies bonds of issuers within those industries
based on their creditworthiness, their yields in relation to their credit and
the relative value in relation to the high yield market. Companies near or in
bankruptcy are not considered for investment. The Fund does not purchase bonds
which are rated Ca or lower by Moody's or CC or lower by S&P or which, if
unrated, in the judgment of the Fund Manager have characteristics of such
lower-grade bonds. Should an investment be subsequently downgraded to Ca or
lower or CC or lower, the Fund Manager has discretion to hold or liquidate the
security. Subject to the restrictions described above, under normal
circumstances, up to 20% of the Fund's assets may include: (1) bonds rated Caa
by Moody's or CCC by S&P; (2) unrated debt securities which, in the judgment of
the Fund Manager, have characteristics similar to those described above; (3)
convertible debt securities; (4) puts, calls and futures as hedging devices; (5)
foreign issuer debt securities; and (6) short-term money market instruments,
including certificates of deposit, commercial paper, U.S. Government securities
and other income-producing cash equivalents.
Principal Risks The Fund invests primarily in below investment-grade debt
securities. As a result, the Fund is subject to the risk that the prices of the
debt securities will decline due to rising interest rates. This risk is greater
for long-term debt securities than for short-term debt securities. A high-yield
bond's market price may fluctuate more than higher-quality securities and may
decline significantly. High-yield bonds also carry a substantial risk of default
or changes in the issuer's creditworthiness. In addition, it may be more
difficult for the Fund to dispose of high-yield bonds or to determine their
value. High-yield bonds may contain redemption or call provisions that, if
exercised during a period of declining interest rates, may force the Fund to
replace the security with a lower-yielding security. If this occurs, it will
result in a decreased return for shareholders.
PERFORMANCE INFORMATION
The bar chart and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
22
<PAGE> 26
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
11.52% -8.05%
(MARCH 31, 1991) (SEPTEMBER 30, 1990)
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
RETURNS SINCE INCEPTION(1)
---------------------------
AVERAGE ANNUAL TOTAL RETURNS LEHMAN BROTHERS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN HIGH YIELD
DECEMBER 31, 1998) YEAR YEARS YEARS FUND BB INDEX(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise High-Yield Bond Fund(1)..... Class A (2.62)% 7.62% 8.75% -- --
Class B (2.36)% N/A N/A 8.69% 9.92%
Class C 0.72% N/A N/A 7.48% 9.20%
Lehman Brothers High Yield BB
Index(2)............................. 5.13% 9.28% 10.61%
</TABLE>
- ---------------
(1) Includes sales charge.
(2) This is an unmanaged index that includes fixed rate, public nonconvertible
issues that are rated Ba1 or lower by Moody's. If a Moody's rating is not
available, the bonds must be rated BB+ or lower by S&P, or by Fitch if an
S&P rating is not available. The index excludes transaction or holding
charges. One cannot invest directly in an index.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2000, to the
expense ratios set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN A FUND) CLASS A CLASS B CLASS C
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)(1)........................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)............................................... None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD CLASS A CLASS B CLASS C
FUND SHARES)
- ----------------------------------------------------------------------------------------------
Investment Advisory Fees..................................... 0.60% 0.60% 0.60%
Distribution and Service (12b-1) Fees(4)..................... 0.45% 1.00% 1.00%
Other Expenses............................................... 0.39% 0.39% 0.39%
-----------------------------
Total Annual Operating Expenses.............................. 1.44% 1.99% 1.99%
Less Expense Reimbursements.................................. (0.14)% (0.14)% (0.14)%
-----------------------------
Net Annual Fund Operating Expenses........................... 1.30% 1.85% 1.85%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
23
<PAGE> 27
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $601 $ 896 $1,212 $2,106
Class B..................................................... $688 $1,011 $1,260 $2,164
Class C..................................................... $288 $ 611 $1,060 $2,306
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $601 $ 896 $1,212 $2,106
Class B..................................................... $188 $ 611 $1,060 $2,164
Class C..................................................... $188 $ 611 $1,060 $2,306
</TABLE>
24
<PAGE> 28
(PICTURE)
Piggy bank: Antiqued piggy bank with various coins lying beside: located to the
left of the section titled: "Enterprise Tax-Exempt Income Fund Portfolio
Profile."
ENTERPRISE TAX-EXEMPT INCOME FUND
FUND PROFILE
Investment Objective A high level of current income exempt
from federal income tax, with consideration given to
preservation of principal
Principal Investments A diversified portfolio of long-term
investment grade municipal bonds
Fund Manager MBIA Capital Management Corp.
Who May Want To Invest Investors who want to receive
tax-free current income and maintain the value of their
investment.
Investment Strategies The Tax-Exempt Income Fund invests
primarily in investment grade, tax-exempt municipal
securities. The issuers of these securities may be located
in any state, territory or possession of the United States.
In selecting investments for the Fund, the Fund Manager
tries to limit risk as much as possible. The Fund Manager
analyzes municipalities, their credit risk, market trends
and investment cycles. The Fund Manager attempts to
identify and invest in municipal issuers with improving
credit and avoid those with deteriorating credit. The Fund
anticipates that its average weighted maturity will range
from 10 to 25 years. The Fund Manager will actively manage
the Fund, adjusting the average Fund maturity and utilizing futures contracts
and options on futures as a defensive measure according to its judgment of
anticipated interest rates. During periods of rising interest rates and falling
prices, the Fund Manager may adopt a shorter weighted average maturity to
cushion the effect of bond price declines on the Fund's net asset value. When
rates are falling and prices are rising, the Fund Manager may adopt a longer
weighted average maturity. The Fund may also invest up to 20% of its net assets
in cash, cash equivalents and debt securities, the interest from which may be
subject to federal income tax. Investments in taxable securities will be limited
to investment grade corporate debt securities and U.S. Government securities.
The Fund will not invest more than 20% of its net assets in municipal
securities, the interest on which is subject to the federal alternative minimum
tax.
Principal Risks The Fund invests primarily in long-term investment grade debt
securities. As a result, the Fund is subject to the risk that the prices of debt
securities will decline due to rising interest rates. This risk is greater for
long-term debt securities than for short-term debt securities. Debt securities
may decline in credit quality due to economic or governmental events. In
addition, an issuer may fail to make timely payments of principal or interest to
the Fund. Some investment grade bonds may have speculative characteristics.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1989-1998
25
<PAGE> 29
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
6.78% -5.42%
(MARCH 31, 1995) (MARCH 31, 1994)
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
RETURNS SINCE INCEPTION(1)
---------------------------
AVERAGE ANNUAL TOTAL RETURNS LEHMAN BROTHERS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN MUNICIPAL
DECEMBER 31, 1998) YEAR YEARS YEARS FUND BOND INDEX(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Tax-Exempt Income
Fund(3)............................ Class A 0.86% 3.89% 6.32% -- --
Class B 1.33% N/A N/A 5.24% 8.09%
Class C 4.34% N/A N/A 6.92% 5.64%
Lehman Brothers Municipal Bond
Index.............................. 6.48% 6.23% 8.22%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares were September 14,
1987, May 1, 1995 and May 1, 1997, respectively.
(2) This is an unmanaged index that includes approximately 1,100 investment
grade tax-exempt bonds and is classified into four main sectors: general
obligation, revenue, insured and prerefunded. An index does not have an
investment advisor and does not pay commissions and expenses. If an index
had expenses, its performance would be lower. One cannot invest directly in
an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table on the next page describes the shareholder fees that you may pay if
you purchase or redeem Fund shares. Every mutual fund has operating expenses
which may pay for professional advisory, shareholder, distribution,
administration and custody services. The Fund's expenses in the table are shown
as a percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000 to the expense ratios set forth in the table.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.45% 0.46% 0.43%
-----------------------------
Total Annual Operating Expenses............................... 1.40% 1.96% 1.93%
Less Expense Reimbursements................................... (0.30)% (0.31)% (0.28)%
-----------------------------
Net Annual Fund Operating Expenses............................ 1.10% 1.65% 1.65%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
The example on the next page is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated. The example also assumes that each year your investment has a 5%
return and
26
<PAGE> 30
Fund expenses remain the same. Although your actual costs and returns may be
different, your approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $582 $ 869 $1,177 $2,050
Class B..................................................... $668 $ 985 $1,229 $2,115
Class C..................................................... $268 $ 579 $1,016 $2,231
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $582 $ 869 $1,177 $2,050
Class B..................................................... $168 $ 585 $1,029 $2,115
Class C..................................................... $168 $ 579 $1,016 $2,231
</TABLE>
27
<PAGE> 31
(PICTURE)
Managed - Stones: "precious stones" lying in dishes of varying sizes and shapes:
located to the left of the section titled: "Enterprise Managed Fund Portfolio
Profile."
ENTERPRISE MANAGED FUND
FUND PROFILE
Investment Objective Growth of capital over time
Principal Investments Common stocks, bonds and cash
equivalents, the percentages of which will vary based on
the Fund Manager's assessment of relative investment values
Fund Manager OpCap Advisors
Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment.
Investment Strategies The Managed Fund invests in a
diversified portfolio of common stocks, bonds and cash
equivalents. The allocation of the Fund's assets among the
different types of permitted investments will vary from
time to time based upon the Fund Manager's evaluation of
economic and market trends and its perception of the
relative values available from such types of securities at
any given time. There is neither a minimum nor a maximum
percentage of the Fund's assets that may, at any given
time, be invested in any specific types of investments.
However, the Fund invests primarily in equity securities at times when the Fund
Manager believes that the best investment values are available in the equity
markets. The Fund may invest almost all of its assets in high-quality short-term
money market and cash equivalent securities when the Fund Manager deems it
advisable to preserve capital. Consequently, while the Fund will earn income to
the extent it is invested in bonds or cash equivalents, the Fund does not have
any specific income objective. The bonds in which the Fund may invest will
normally be investment grade intermediate to long-term U.S. Government and
corporate debt.
Principal Risks The Fund invests in both common stocks and debt securities. As
a result, the Fund is subject to the risk that stock prices will fall over short
or extended periods of time. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. This price volatility is a
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that the prices of debt securities will decline due to rising interest
rates. The risk is greater for long-term debt securities than for short-term
debt securities. Debt securities may decline in credit quality due to factors
affecting the issuer and economic or political events.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1995-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
13.46% -14.60%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)
</TABLE>
28
<PAGE> 32
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE -------------------------
DECEMBER 31, 1998) YEAR FUND S&P 500(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Managed Fund(3)................................ Class A 1.97% 18.28% 28.44%
Class B 2.31% 17.57% 29.22%
Class C 4.36% 13.20% 31.33%
S&P 500................................................... 28.57% 28.44%
</TABLE>
- ---------------
(1) Inception dates for Class A, Class B and Class C shares were October 3,
1994; May 1, 1995 and May 1, 1997, respectively.
(2) This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.
(3) Includes sales charge.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4)...................... 0.45% 1.00% 1.00%
Other Expenses................................................ 0.30% 0.30% 0.30%
-----------------------------
Total Annual Fund Operating Expenses.......................... 1.50% 2.05% 2.05%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $620 $ 927 $1,255 $2,180
Class B..................................................... $708 $1,043 $1,303 $2,238
Class C..................................................... $308 $ 643 $1,103 $2,379
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $620 $ 927 $1,255 $2,180
Class B..................................................... $208 $ 643 $1,103 $2,238
Class C..................................................... $208 $ 643 $1,103 $2,379
</TABLE>
29
<PAGE> 33
(PICTURE)
Tool with coins: located to the left of the section titled: "Enterprise Money
Market Fund Portfolio Profile."
ENTERPRISE MONEY MARKET FUND
FUND PROFILE
Investment Objective The highest possible level of current
income consistent with preservation of capital and
liquidity
Principal Investments High quality, short-term debt
securities, commonly known as money market instruments
Fund Manager Enterprise Capital Management, Inc.
Who May Want To Invest Investors who seek an income
producing investment with emphasis on preservation of
capital.
Investment Strategies The Money Market Fund invests in a
diversified portfolio of high quality dollar-denominated
money market instruments which present minimal credit risks
in the judgment of the Fund Manager. The Fund Manager
actively manages the Fund's average maturity based on current interest rates and
its outlook of the market.
Principal Risks Although the Money Market Fund seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose money by investing in
the Fund. The Fund may not be able to maintain a stable share price at $1.00.
Investments in the Fund are neither insured nor guaranteed by the U.S.
government.
PERFORMANCE INFORMATION
The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.
This bar chart shows changes in the performance of the Fund's Class A shares
from year to year.
(BAR CHART)
Illustrates volatility of an investment and shows changes in Class A shares
performance from 1991-1998
<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.79% 0.53%
(SEPTEMBER 30, 1990) (JUNE 30, 1993)
</TABLE>
30
<PAGE> 34
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
RETURN SINCE INCEPTION(1)
AVERAGE ANNUAL TOTAL RETURNS --------------------------------
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE IBC TAXABLE MONEY
DECEMBER 31, 1998) YEAR YEARS FUND MARKET INDEX(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Money Market Fund............. Class A 5.04% 4.52% 4.36% 4.74%
Class B 5.04% N/A 3.64% 5.09%
Class C 5.04% N/A 7.75% 5.07%
IBC Taxable Money Market Index........... 5.04% 4.85%
</TABLE>
- ---------------
(1) Inception date for Class A shares is May 1, 1990; inception date for Class B
shares is May 1, 1995; inception date for Class C shares is May 1, 1997.
(2) This is a widely recognized composite of money market funds that invest in
taxable short-term money market instruments. An index does not have an
investment advisor and does not pay commissions or expenses. If an index had
expenses, its performance would be lower. One cannot invest directly in an
index.
FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets.
<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price).......................................... None None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(1) 1.00%(2)
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND CLASS A CLASS B CLASS C
SHARES)
- ------------------------------------------------------------------------------------------------
Investment Advisory Fees...................................... 0.35% 0.35% 0.35%
Distribution and Service (12b-1) Fees......................... None None None
Other Expenses................................................ 0.29% 0.29% 0.28%
-----------------------------
Total Annual Fund Operating Expenses.......................... 0.64% 0.64% 0.63%
-----------------------------
</TABLE>
- ---------------
(1) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $ 65 $205 $357 $798
Class B..................................................... $565 $605 $557 $798
Class C..................................................... $164 $202 $351 $786
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $ 65 $205 $357 $798
Class B..................................................... $ 65 $205 $357 $798
Class C..................................................... $ 64 $202 $351 $786
</TABLE>
31
<PAGE> 35
ADDITIONAL INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISKS
EQUITY AND FLEXIBLE FUNDS' INVESTMENTS
The table below shows the Equity and Flexible Funds' principal investments.
In other words, the table describes the type or types of investments that we
believe will most likely help each Fund achieve its investment goal.
<TABLE>
<CAPTION>
EQUITY FUNDS
SMALL SMALL GLOBAL
GROWTH & EQUITY CAPITAL COMPANY COMPANY INTERNATIONAL FINANCIAL
GROWTH INCOME EQUITY INCOME APPRECIATION GROWTH VALUE GROWTH SERVICES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Stocks(1) o o o o o o o o
Foreign Stocks o o
Bonds
<CAPTION>
FLEXIBLE
FUND
MANAGED
<S> <C>
U.S. Stocks(1) o
Foreign Stocks
Bonds o
</TABLE>
- ---------------
(1) Each Fund that invests in U.S. stocks may invest in large capitalization
companies, medium capitalization companies and small capitalization
companies. Large capitalization companies generally have market
capitalizations of over $5 billion. Medium capitalization companies
generally have market capitalizations ranging from $1 billion to $5 billion.
Small capitalization companies generally have market capitalizations of $1
billion or less. However, there may be some overlap among capitalization
categories. The Growth, Growth & Income, Equity and Equity Income Funds
intend to invest primarily in stocks of large capitalization companies. The
Small Company Growth Fund and the Small Company Value Fund intend to invest
primarily in the stocks of small capitalization issuers.
Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that any
Fund will achieve its investment goal.
The investments listed above and the investments and strategies described
throughout this prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and short-term
obligations. When a Fund is investing for temporary defensive purposes, it is
not pursuing its investment goal.
INCOME FUNDS' INVESTMENTS
The table below shows the Income Funds' principal investments. In other
words, the table describes the type or types of investments that we believe will
most likely help each Fund achieve its investment goal.
<TABLE>
<CAPTION>
GOVERNMENT HIGH-YIELD TAX-EXEMPT
SECURITIES BOND INCOME
<S> <C> <C> <C>
U.S. Government Securities o
Corporate Debt Securities -- Junk Bonds(1) o
Mortgage-Backed Securities o
Municipal Securities o
</TABLE>
- ---------------
(1) "Junk Bond" refers to any security rated lower than "Baa" by Moody's
Investors Service. If a Moody's rating is not available, the bonds must be
rated lower than "BBB" by Standard & Poor's.
Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that any
Fund will achieve its investment goal.
The investments listed above and the investments and strategies described
throughout this prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash,
32
<PAGE> 36
money market instruments, repurchase agreements and short-term obligations. When
a Fund is investing for temporary defensive purposes, it is not pursuing its
investment goal.
MONEY MARKET FUND'S INVESTMENTS
The Money Market Fund's principal investments include: bank obligations,
commercial paper and corporate obligations. The Fund also may invest in other
securities, use other strategies and engage in other investment practices, which
are described in detail in our Statement of Additional Information. Of course,
we cannot guarantee that the Fund will achieve its investment goal or maintain a
stable share price of $1.00.
YEAR 2000
Many computer and computer-based systems cannot distinguish the year 2000
from the year 1900 because of the way they encode and calculate dates (commonly
known as the "Year 2000 Issue"). The Year 2000 Issue could potentially have an
adverse impact on the handling of security trades, the payment of interest and
dividends, pricing and account services. As part of its operational
responsibilities, the Advisor has reviewed each of its internal systems and has
obtained assessments from each service provider, including Fund Managers, of
Year 2000 issues which could potentially impact services to the Fund. The
Advisor is unaware of any Year 2000 issues which remain unresolved or have been
identified as unresolvable. In addition, the Advisor has established a timetable
to periodically re-evaluate systems to ensure new issues or those which may not
previously have been identified are addressed and resolved in an expeditious
manner. The Advisor does not anticipate any material expenditures for monitoring
Year 2000 issues. If the problem has not been fully addressed, however, the
Funds could be negatively affected. The Year 2000 Issue could also have a
negative impact on the companies in which the Funds invest, including foreign
issuers or associated foreign governments, which could hurt the Funds'
investment returns.
EURO CONVERSION
Effective January 1, 1999, several European countries irrevocably fixed
their existing national currencies to a new single European currency unit, the
"euro." Certain European investments may be subject to additional risks as a
result of this conversion. These risks include adverse tax and accounting
consequences, as well as difficulty in processing transactions. The Advisor is
aware of such potential problems and is coordinating efforts to prevent or
alleviate their adverse impact on the Funds. There can be no assurance that the
Funds will not suffer any adverse consequences as a result of the euro
conversion.
33
<PAGE> 37
HIGHER-RISK SECURITIES AND PRACTICES
<TABLE>
<CAPTION>
This table shows each Fund's investment limitations as a percentage of
portfolio assets. In each case the principal types of risk are listed in the Risk
Terminology section that follows.
5 Percent of total assets (italic type)
5 Percent of net assets (roman type)
-- No policy limitation on usage; fund may be using currently
o Permitted, but not typically used. GROWTH & EQUITY
-- Not permitted GROWTH INCOME EQUITY Income
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONVENTIONAL SECURITIES
NON-INVESTMENT-GRADE SECURITIES. Securities rated below Baa/BBB are considered
junk bonds. Credit, market, interest rate, liquidity, valuation, information
risks. o o o o
FOREIGN EQUITIES.
- Stocks issued by foreign companies. Market, currency, information, natural
event, political risks. o o o o
- American or European depository receipts, which are dollar-denominated
securities typically issued by American or European banks and are based on
ownership of securities issued by foreign companies. Market, currency,
information, natural event, political risks. 20 20 20 20
RESTRICTED AND ILLIQUID SECURITIES. Securities not traded on the open market.
May include illiquid Rule 144A securities. Liquidity, valuation, market risks. 10 10 10 10
----------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICES
REPURCHASE AGREEMENTS. The purchase of a security that must later be sold back
to the seller at the same price plus interest. Credit risk. 5 5 5 5
SECURITIES LENDING. The lending of securities to financial institutions, which
provide cash or government securities as collateral. Credit risk. -- -- -- --
HEDGING. Means of offsetting or neutralizing the price movement of an investment
by making another investment, the price of which should tend to move in the
opposite direction from the original investment. o o o o
SHORT SALES/HEDGED OR SPECULATIVE. The selling of securities which have been
borrowed on the expectation that the market price will drop. Hedged leverage,
market, correlation, liquidity, opportunity risks. -- -- -- --
SHORT-TERM TRADING. Selling a security soon after purchase. A Fund engaging in
short-term trading will have higher turnover, brokerage commissions and
transaction expenses. Short-term trading may also have tax consequences,
involving a possible increase in short-term capital gains or losses. Market risk. o o o o
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The purchase or sale of
securities for delivery at a future date; market value may change before
delivery. Market, opportunity, leverage risks. 5 5 5 5
----------------------------------------------------------------------------------------------------------------------------
DERIVATIVE SECURITIES. The Funds will not invest in derivatives for speculative
purposes, but only as a hedge against changes in the values of the Funds'
securities resulting from market conditions.
FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS. Contracts involving
the right or obligation to deliver or receive assets or money depending on the
performance of one or more assets or an economic index.
- Futures and related options. Interest rate, currency, market, leverage,
correlation, liquidity, opportunity risks. o o o o
- Puts and calls on securities and indices. Interest rate, currency, market,
leverage, correlation, liquidity, credit, opportunity risks. 5 5 5 5
CURRENCY CONTRACTS. Contracts involving the right or obligation to buy or sell a
given amount of foreign currency at a specified price and future date.
- HEDGED. Currency, hedged leverage, correlation, liquidity, opportunity risks. o o o o
- SPECULATIVE. Currency, speculative leverage, liquidity risks. -- -- -- --
OTHER DERIVATIVES, INCLUDING PUTS, CALLS AND INTEREST RATE SWAPS. Interest rate,
currency, market, hedged or speculative leverage, correlation, liquidity, credit,
opportunity risks. o o o o
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE> 38
<TABLE>
<CAPTION>
SMALL SMALL GLOBAL HIGH- TAX-
CAPITAL COMPANY COMPANY INTERNATIONAL FINANCIAL GOVERNMENT YIELD EXEMPT MONEY
APPRECIATION GROWTH VALUE GROWTH SERVICES MANAGED SECURITIES BOND INCOME Market
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
o o o o o o o -- o --
o o o -- -- o o o o --
20 20 20 -- -- 20 -- -- -- --
10 10 10 10 10 10 10 10 10 --
- ---------------------------------------------------------------------------------------------------------
5 5 5 5 5 5 5 5 5 5
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o --
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o o
5 5 5 20 5 5 20 5 20 5
- ---------------------------------------------------------------------------------------------------------
o o o -- -- o o o o --
5 5 5 20 5 5 20 20 5 --
o o o o o o o o o --
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o --
- ---------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE> 39
RISK TERMINOLOGY
CORRELATION RISK: the risk that changes in the value of a hedging
instrument will not match that of the asset being hedged (hedging is the use of
one investment to offset the effects of another investment). Incomplete
correlation can result in unanticipated risks.
CREDIT RISK: the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation.
CURRENCY RISK: the risk that fluctuations in the exchange rates between
the U.S. dollar and foreign currencies may negatively affect an investment.
Adverse changes in exchange rates may erode or reverse any gains produced by
foreign currency denominated investments and may increase any losses.
INFORMATION RISK: the risk that key information about a security or market
is inaccurate or unavailable.
INTEREST RATE RISK: the risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.
LEVERAGE RISK: the risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value.
Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that the
Fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains.
Speculative. To the extent that a derivative is not used as a hedge,
a Fund is directly exposed to the risks of that derivative. Gains or losses
from speculative positions in a derivative may be substantially greater
than the derivative's original cost.
LIQUIDITY RISK: the risk that certain securities may be difficult or
impossible to sell at the time and the price that the seller would like. The
seller may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on Fund
management or performance.
MARKET RISK: the risk that the market value of a security may move up or
down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole and is common to all stocks and
bonds and the mutual funds that invest in them.
NATURAL EVENT RISK: the risk of losses attributable to natural disasters,
crop failures and similar events.
OPPORTUNITY RISK: the risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in other less
advantageous investments.
POLITICAL RISK: the risk of losses attributable to government or political
actions. Political risks range from changes in tax or trade statutes to
governmental collapse and war.
VALUATION RISK: the risk that a Fund has valued certain of its securities
at a higher price than it can sell them for.
36
<PAGE> 40
SHAREHOLDER ACCOUNT INFORMATION
SELECTING A SHARE CLASS
Each Fund offers three Classes of shares through this Prospectus: Class A,
B and C shares. Each Class of shares has its own sales charge and expense
structure, which allows you to choose the Class of shares best suited to your
investment needs. When choosing your Class of shares, you should consider the
size of your investment and how long you plan to hold your shares. Your
financial advisor can help you determine which Class is right for you.
The table below summarizes the key features of Class A, B and C shares.
They are described in more detail below.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Availability? Generally available through Available only to investors Available only to investors
most investment dealers. purchasing less than purchasing less than
$250,000 in the aggregate. $1,000,000 in the
aggregate.
Initial Sales Charge? Yes (except for Money No. Entire purchase is No. Entire purchase is
Market Fund Class A shares, invested in shares of a invested in shares of a
which carry no sales Fund. Fund.
charge). Payable at time of
purchase. Lower sales
charges available for
larger investments.
Contingent Deferred Sales No. (However, we may charge Yes. Payable if you redeem Yes. Payable if you redeem
Charge ("CDSC")? a CDSC if you sell within your shares within six your shares within one year
two years of purchase years of purchase. Amount of purchase.
shares, on which no initial of CDSC gradually decreases
sales charge was imposed over time.
because the original
purchase price exceeded $1
million.)
Distribution and Service 0.45% distribution and 0.75% distribution fee and 0.75% distribution fee and
Fees? service fee (except Money 0.25% service fee (except 0.25% service fee (except
Market Fund) Money Market Fund) Money Market Fund)
Conversion to Class A (Not applicable) Yes, automatically after No.
Shares? eight years.
</TABLE>
Enterprise Fund Distributors, Inc. (the "Distributor"), a subsidiary of
Enterprise Capital Management, Inc., the Advisor to the Funds, is the principal
underwriter for shares of the Funds. In addition to distribution and service
fees paid by the Funds under the Class A, Class B and Class C distribution
plans, the Distributor (or one of its affiliates) may make payments out of its
own resources to dealers (including MONY Securities Corp.) and other persons
that sell shares of the Funds. Such payments may be calculated by reference to
the net asset value of shares sold by such persons or otherwise.
37
<PAGE> 41
CLASS A SHARES -- INITIAL SALES CHARGE OPTION
If you select Class A shares of any Fund other than the Money Market Fund,
you will pay a sales charge at the time of purchase. No initial sales charge
applies to Class A shares that you receive through reinvestment of dividends or
distributions. However, if you have received shares of the Money Market Fund
through reinvestment of dividends, and you subsequently exchange those shares
for Class A shares of another Fund, an initial sales charge will apply to the
Class A purchase. The sales charges applicable to Class A shares are based on
the following schedule:
<TABLE>
<CAPTION>
DEALER DISCOUNT OR
SALES CHARGE AS A SALES CHARGE AS A AGENCY FEE AS A
PERCENTAGE OF OFFERING PERCENTAGE OF AMOUNT PERCENTAGE OF
YOUR INVESTMENT(1) PRICE INVESTED OFFERING PRICE(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Up to $99,999................ 4.75% 4.99% 4.00%
$100,000 up to $249,999...... 3.75% 3.90% 3.00%
$250,000 up to $499,999...... 2.50% 2.56% 2.00%
$500,000 up to $999,999...... 2.00% 2.04% 1.50%
$1,000,000 and up(3)......... None None 1% of the first $4.99
million, plus 0.75% of
amounts from $5-19.99
million, plus 0.50% of
amounts in excess of $20
million.
</TABLE>
- ---------------
(1) In determining the amount of your investment and the applicable sales
charge, we will include all shares you are currently purchasing in all of
the Funds, except for shares of the Money Market Fund.
(2) From time to time upon written notice to all of its dealers, the Distributor
may hold special promotions for specified periods during which the
Distributor may reallow dealers up to the full sales charges shown above.
During such periods, dealers may be deemed to have certain additional
responsibilities under the securities laws. In addition, the Distributor may
sponsor sales contests and provide to all qualifying dealers, from its own
profits and resources, additional compensation in the form of trips or
merchandise. The Distributor will provide additional compensation to dealers
in connection with sales of shares of the Funds and other mutual funds
distributed by the Distributor including promotional gifts (which may
include gift certificates, dinners and other items), financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public and advertising campaigns. In some
instances, these incentives may be made available only to dealers whose
representatives have sold or are expected to sell significant amounts of
shares.
(3) If you invest $1,000,000 or more in Class A shares, you will not pay an
initial sales charge. However, if you redeem your shares within 24 months of
the end of the calendar month of their purchase, you may be charged a CDSC.
The Distributor will compensate dealers in connection with purchases of
Class A shares in excess of $1,000,000.
If you purchase Class A shares, you will also pay a distribution and
service fee at an annual rate of 0.45% of the average daily net assets
attributable to Class A shares of each Fund.
CLASS B AND C SHARES -- CDSC OPTIONS
If you select Class B or Class C shares, you will not pay an initial sales
charge at the time of purchase. However, if you redeem your Class B shares
within six years of purchase or Class C shares within one year, you may be
required to pay a CDSC, which will be deducted from your redemption proceeds. If
you own Class B or C shares of a Fund other than the Money Market Fund, you will
also pay distribution fees of 0.75% and service fees of 0.25% of the average
daily net assets each year pursuant to Rule 12b-1 under the Investment Company
Act of 1940. Because these fees are paid from the Funds' assets on an ongoing
basis, over time these fees increase the cost of your investment and may cost
you more than paying an initial sales charge. The Distributor uses the money
that it receives from the CDSC and the distribution fees to reimburse its
expenses of providing distribution related services to the Funds.
The Fund will not accept purchase orders for Class B shares in amounts of
$250,000 or more, and will not accept purchase orders for Class C shares in
amounts of $1,000,000 or more.
38
<PAGE> 42
The Class B CDSC gradually decreases as you hold your shares over time,
according to the following schedule:
<TABLE>
<CAPTION>
APPLICABLE CLASS B
YEARS SINCE PURCHASE CONTINGENT DEFERRED
ORDER WAS ACCEPTED SALES CHARGE
- ---------------------------------------------------------------------------------
<S> <C>
One year.................................................... 5.00%
Over one year up to two years............................... 4.00%
Over two years up to three years............................ 4.00%
Over three years up to four years........................... 3.00%
Over four years up to five years............................ 2.00%
Over five years up to six years............................. 1.00%
More than six years......................................... None
</TABLE>
If you redeem Class C shares within 12 months after purchase, you may be
charged a CDSC of 1.00%.
DETERMINATION OF THE CDSC
Each applicable CDSC will be determined using the original purchase cost or
current market value of the shares being redeemed, whichever is less. There is
no CDSC imposed upon the redemption of reinvested dividends or distributions.
Moreover, no CDSC will be charged upon the exchange of shares from one Fund into
another. In determining whether a CDSC is payable, we assume that shares that
are not subject to a CDSC are redeemed first and that other shares are then
redeemed in the order purchased. If shares of the Money Market Fund are acquired
upon an exchange from shares of another Fund, your Money Market Fund shares will
continue to be subject to any CDSC that applied at the time of exchange. The
time period during which you hold Money Market Fund shares will not be taken
into account for purposes of determining the CDSC applicable upon redemption.
The following example illustrates calculation of CDSC. Assume that you make
a single purchase of $10,000 of the Fund's Class B shares at a price of $10 per
share. Sixteen months later the value of the shares has grown by $1,000 through
reinvested dividends and by an additional $1,000 in appreciation to a total of
$12,000; the current price per share is $11. If you then redeem $5,500 in share
values, (500 shares) the CDSC would apply only to $4,000. That figure is arrived
at by taking the entire redemption amount ($5,500) minus the reinvested
dividends ($1,000), minus the appreciation per share redeemed ($1 per share X
the number of shares redeemed--$500). The charge would be at a rate of 4% ($160)
because it was in the second year after the purchase was made.
39
<PAGE> 43
CLASS A WAIVERS AND REDUCTIONS
The following individuals and institutions may purchase Class A shares
without an initial sales charge:
- Selling brokers, their employees and their registered representatives.
- Employees, clients or direct referrals of any Fund Manager or of
Evaluation Associates, Inc.
- Directors, former directors, employees or retirees of the Advisor or
of The MONY Group Inc. ("MONY") and its subsidiaries.
- Family including spouses, parents, siblings, children and
grandchildren and employee benefit plans of any of the first three
categories.
- Certain employee benefit plans qualified under Sections 401 and 403 of
the Internal Revenue Code ("IRC"), including salary reduction plans
qualified under Section 401(k) and certain payroll deduction plans,
subject to minimum requirements with respect to number of participants
or plan assets which may be established by the Distributor.
- MONY and its subsidiaries.
- Clients of fee-based financial planners.
- Financial institutions and financial institutions' trust departments
for funds over which they exercise exclusive discretionary investment
authority and which are held in fiduciary, agency, advisory, custodial
or similar capacity.
The Class A initial sales charge may be reduced in connection with
purchases by members of certain associations, fraternal groups, franchise
organizations and unions. There are also several special purchase plans that
allow you to combine multiple purchases of Class A shares to take advantage of
the breakpoints in the sales charge schedule. For information about initial
sales charge reductions, the "Right of Accumulation Discount" and "Letter of
Intent Investments," contact your financial advisor or broker, or consult the
Statement of Additional Information.
If you are eligible to purchase Class A shares without an initial sales
charge because you fit within one of the categories described above, you will
also qualify for a waiver of any CDSC that would otherwise apply to your
redemption of Class A shares.
The CDSC will not apply to Class A shares for which the selling dealer is
not permitted to receive a sales load or redemption fee imposed on a shareholder
with whom such dealer has a fiduciary relationship in accordance with provisions
of the Employee Retirement Income Security Act and regulations thereunder,
provided that the dealer agrees to certain reimbursement arrangements with the
Distributor that are described in the Statement of Additional Information. If
the dealer agrees to these reimbursement arrangements, no CDSC will be imposed
with respect to shares purchased for $1,000,000 or more.
CDSC WAIVERS
Enterprise will waive your CDSC in connection with:
- Distributions to participants or beneficiaries of and redemptions
(other than redemption of the entire plan account) by plans qualified
under IRC Section 401(a) or from custodial accounts under IRC Section
403(b)(7), individual retirement accounts under IRC Section 408(a),
deferred compensation plans under the IRC Section 457 and other
employee benefit plans ("plans"), and returns of excess contributions
made to these plans.
40
<PAGE> 44
- The liquidation of a shareholder's account if the aggregate net asset
value of shares held in the account is less than the required minimum.
- Redemption of shares of a shareholder (including a registered joint
owner) who has died.
- Redemption of shares of a shareholder (including a registered joint
owner) who after purchase of the shares being sold becomes totally
disabled (as evidenced by a determination by the federal Social
Security Administration).
- Redemptions under a Fund's systematic withdrawal plan at a maximum of
10% per year of the net asset value of the account.
- Redemptions made pursuant to any Individual Retirement Account (IRA)
systematic withdrawal based on the shareholder's life expectancy in
accordance with the requirements of the IRC.
CONVERSION OF CLASS B SHARES
Your Class B shares will automatically convert to Class A shares of the
same Fund eight years after the end of the calendar month in which your purchase
order for Class B shares was accepted. A pro rata portion of any Class B shares
acquired through reinvestment of dividends or distributions will convert along
with Class B shares that were purchased. Class A shares are subject to lower
expenses than Class B shares. The conversion of Class B to Class A is not a
taxable event for federal income tax purposes.
REINSTATEMENT PRIVILEGE
If you redeem shares of a Fund on which you paid an initial sales charge or
are charged a CDSC upon redemption, you will be eligible for a reinstatement
privilege if you reinvest the proceeds in shares of the same Class of the same
or a different Fund within 180 days of redemption. Specifically, when you
reinvest, the Fund will waive any initial sales charge or credit your account
with the amount of the CDSC that you previously paid. The reinvested shares will
keep their original cost and purchase date for purposes of calculating any
future CDSCs. The return of a CDSC may affect determination of gain or loss
relating to the original sale transaction for federal income tax purposes. The
Fund may modify or terminate the reinstatement privilege at any time.
41
<PAGE> 45
PURCHASING, REDEEMING AND EXCHANGING SHARES
The charts below summarize how to purchase, redeem and exchange shares of
the Funds.
<TABLE>
<CAPTION>
HOW TO PURCHASE SHARES IMPORTANT INFORMATION ABOUT PURCHASING SHARES
<S> <C>
Select the Fund and the share Class Be sure to read this prospectus carefully.
appropriate for you
Determine how much you would like to invest The minimum initial investment for the Funds is $1,000 for
all accounts, except:
- $250 for retirement plans
- $100 for the Automatic Bank Draft Plan
The minimum investment for additional purchases is $50 for
all accounts except:
- $25 for retirement plans
- $25 for the Automatic Bank Draft Plan
Have your securities dealer submit your The price of your shares is based on the next calculation of
purchase order net asset value after your order is received by the
Enterprise Shareholder Services Division of the Transfer
Agent. All purchases made by check should be in U.S. dollars
and made payable to The Enterprise Group of Funds, Inc., or
in the case of a retirement account, the custodian or
trustee. Third-party checks and money orders will not be
accepted.
Receive Letter of Intent Discount You are entitled to a reduced sales charge on $100,000 or
more of Class A shares purchased within 13 months. The
minimum investment is 5% of the amount indicated which will
be held in escrow in your name. This secures payment of the
higher sales charge of shares actually purchased if the full
amount indicated is not purchased within 13 months. Escrowed
shares will be redeemed to pay additional sales charges if
necessary. Escrowed shares will be released when you
purchase the full amount.
Receive Right of Accumulation Discount You are entitled to a reduced sales charge on additional
purchases of Class A shares if the value of their existing
aggregate holdings equals $100,000 or more. [See
"Shareholder Account Information -- Class A
Shares -- Initial Sales Charge Option" in the Prospectus for
more information.] To determine the discount, fund share
holdings of your immediate family, accounts you control as a
single investor, trustee of or participant in pooled and
similar accounts, will be totaled when you notify Enterprise
of the applicable accounts.
Acquire additional shares through the Dividends and capital gains distributions may be
Automatic Reinvestment Plan automatically reinvested in the same Class of shares without
a sales charge. This does not apply to Money Market Fund
dividends invested in another Fund.
Participate in the Automatic Bank Draft Plan Your bank account may be debited monthly for automatic
investment into one or more of the Funds for each Class.
Participate in the Automatic Dollar Cost You may have your shares automatically invested on a monthly
Averaging Plan basis into the same Class of one or more of the Funds. As
long as you maintain a balance of $1,000 in the account from
which you are transferring your shares, you may transfer $50
or more to an established account in another Enterprise Fund
or you may open a new account with $100 or more.
Participate in a Retirement Plan You may use shares of the Funds to establish a Profit
Sharing Plan, Money Purchase Plan, Conventional IRA, Roth
IRA, Educational IRA, other retirement plans funded by
shares of a Fund and other investment plans which have been
approved by the Internal Revenue Service.
The Distributor pays the cost of these plans, except for the
retirement plans, which charge an annual custodial fee of
$10. If you would like to find out more about these plans,
please contact the Transfer Agent.
</TABLE>
42
<PAGE> 46
<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT REDEEMING YOUR SHARES
<S> <C>
Have your investment dealer submit your The redemption price of your shares is based on the next
redemption order calculation of net asset value after your order is received.
Call the Transfer Agent at 1-800-368-3527 You may redeem your shares by telephone if you have
authorized this service. If you make a telephone redemption
request, you must furnish:
- the name and address of record of the registered owner,
- the account number and tax i.d. number,
- the amount to be redeemed, and
- the name of the person making the request.
Checks for telephone redemptions will be issued only to the
registered shareowner(s) and mailed to the last address of
record or exchanged into another Fund. All telephone
redemption instructions are recorded and are limited to
requests of $50,000 or less.
Write the Transfer Agent at: You may redeem your shares by sending in a written request.
Enterprise Shareholder Services If you own share certificates, they must accompany the
P.O. Box 419731 written request. You must obtain a signature guarantee if:
Kansas City, MO 64141-6731 - the redemption proceeds exceed $50,000,
- the proceeds are to be sent to an address other than the
address of record, or
- the proceeds are to be sent to a person other than the
registered holder.
You can generally obtain a signature guarantee from the
following sources:
- a member firm of a domestic securities exchange;
- a commercial bank;
- a savings and loan association;
- a credit union; or
- a trust company.
Corporations, executors, administrators, trustees or
guardians may need to include additional documentation with
a request to redeem shares and a signature guarantee.
Payment of Proceeds Generally The Funds normally will make payment of redemption proceeds
within seven days after your request has been properly made
and received. When purchases are made by check or periodic
account investment, redemption proceeds may not be available
until the investment being redeemed has been in the account
for seven calendar days. The Funds may suspend the
redemption privilege or delay sending redemption proceeds
for more than seven days during any period when the New York
Stock Exchange is closed or an emergency warranting such
action exists as determined by the Securities and Exchange
Commission.
Receipt of Proceeds By Wire For a separate $10 charge, you may request that your
redemption proceeds of $250,000 or less be wired. If you
submit a written request, your proceeds may be wired to the
bank currently on file. If written instructions are to send
wire to any other bank, a signature guarantee is required.
If you authorize the Transfer Agent to accept telephone wire
requests, any authorized person may make such requests at
1-800-368-3527. However, on a telephone request, your
proceeds may be wired only to a bank previously designated
by you in writing. If you have authorized expedited wire
redemption, shares can be sold and the proceeds sent by
federal wire transfer to previously designated bank
accounts. Otherwise, proceeds normally will be sent to the
designated bank account the following business day. To
change the name of the single designated bank account to
receive wire redemption proceeds, you must send a written
request with signature(s) guaranteed to the Transfer Agent.
</TABLE>
43
<PAGE> 47
<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT REDEEMING YOUR SHARES
<S> <C>
Use of Check Writing If you hold an account with a balance of more than $5,000 in
Class A shares of the Money Market Fund you may redeem your
shares of that Fund by redemption check. You may make
redemption checks payable in any amount from $500 to
$100,000. You may write up to five redemption checks per
month without charge. Each additional redemption check in
any given month will be subject to a $5 fee. You may obtain
redemption checks, without charge, by calling 1-800-368-3527
or writing Enterprise Shareholder Services at P.O. Box
419731, Kansas City, MO 64141-6731.
The Funds may charge a $25 fee for stopping payment of a
redemption check upon your request. It is not possible to
use a redemption check to close out an account since
additional shares accrue daily. Redemptions by check writing
may be subject to a CDSC if the Money Market Fund shares
being redeemed were purchased by exchanged shares of another
Fund on which a CDSC was applicable. The Funds will honor
the check only if there are sufficient funds available in
your Money Market Fund account to cover the fee amount of
the check plus applicable CDSC, if any.
Participate in the Bank Purchase and You may initiate an Automatic Clearing House (ACH) Purchase
Redemption Plan or Redemption directly to a bank account when you have
established proper instructions, including all applicable
bank information, on the account.
Participate in a Systematic Withdrawal Plan If you have at least $5,000 in your account you may
participate in a systematic withdrawal plan. Under a plan,
you may arrange monthly, quarterly, semi-annual or annual
automatic withdrawals of at least $100 from any Fund. The
proceeds of each withdrawal will be mailed to you or as you
otherwise direct in writing, including to a life insurance
company, such as an affiliate of MONY. The $5,000 minimum
account size is not applicable to Individual Retirement
Accounts. The maximum annual rate at which Class B shares
may be sold under a systematic withdrawal plan is 10% of the
net asset value of the account. The Funds process sales
through a systematic withdrawal plan on the 15th day of the
month or the following business day if the 15th is not a
business day. Any income or capital gain dividends will be
automatically reinvested at net asset value. A sufficient
number of full and fractional shares will be redeemed to
make the designated payment. Depending upon the size of the
payments requested and fluctuations in the net asset value
of the shares redeemed, sales for the purpose of making such
payments may reduce or even exhaust the account.
You should not purchase Class A shares while participating
in a systematic withdrawal plan because you may be redeeming
shares upon which a sales charge was already paid. The Funds
will not knowingly permit additional investments of less
than $2,000 if you are making systematic withdrawals at the
same time. The Advisor will waive the CDSC on redemptions of
shares made pursuant to a systematic withdrawal plan.
The Funds may amend the terms of a systematic withdrawal
plan on 30 days' notice. You or the Funds may terminate the
plan at any time.
</TABLE>
44
<PAGE> 48
<TABLE>
<CAPTION>
HOW TO EXCHANGE YOUR SHARES IMPORTANT INFORMATION ABOUT EXCHANGING YOUR SHARES
<S> <C>
Select the Fund into which you want to You can exchange your shares of a Fund for the same Class of
exchange. Be sure to read the prospectus shares of any other Fund.
describing the Fund into which you want to
exchange.
No CDSC will be charged upon the exchange of shares.
However, if shares of the Money Market Fund are acquired
upon an exchange from shares of another Fund, your Money
Market Fund shares will continue to be subject to any CDSC
that applied at the time of exchange. The time period during
which you hold Money Market Fund shares will not be taken
into account for purposes of determining the CDSC applicable
upon redemption. Shares of a Fund subject to an exchange
will be processed at net asset value next determined after
the Transfer Agent receives your exchange request. In
determining the CDSC applicable to shares being redeemed
subsequent to an exchange, we will take into account the
length of time you held shares prior to the exchange.
If your exchange results in the opening of a new account in
a Fund, you are subject to the applicable minimum investment
requirements. Original investments in the Money Market Fund
which are transferred to other Funds are considered
purchases rather than exchanges.
Call the Transfer Agent at 1-800-368-3527 If you authorize the Transfer Agent to act upon telephone
exchange requests, you or anyone who can provide the
Transfer Agent with account registration information may
exchange by telephone.
If you exchange your shares by telephone, you must furnish:
- the name of the Fund you are exchanging from,
- the name and address of the registered owner,
- the account number and tax i.d. number,
- the dollar amount or number of shares to be exchanged,
- the Fund into which you are exchanging, and
- the name of the person making the request.
Write the Transfer Agent at: To exchange by letter, you must state:
Enterprise Shareholder Services - the name of the Fund you are exchanging from,
P.O. Box 419731 - the account name(s) and address,
Kansas City, MO 64141-6731 - the account number,
- the dollar amount or number of shares to be exchanged, and
- the Fund into which you are exchanging.
You must also sign your name(s) exactly as it appears on
your account statement.
</TABLE>
45
<PAGE> 49
TRANSACTION AND ACCOUNT POLICIES
VALUATION OF SHARES
When you purchase shares, you pay the offering price, which is net asset
value, plus any applicable sales charges. When you redeem your shares, you
receive the net asset value, minus any applicable CDSC. The Funds calculate a
share's net asset value by dividing net assets of each Class by the total number
of outstanding shares of such Class.
The Funds calculate net asset value at the close of regular trading on each
day the New York Stock Exchange is open.
Except with respect to the Money Market Fund, investment securities, other
than debt securities, listed on either a national or foreign securities exchange
or traded in the over-the-counter National Market System are valued each
business day at the last reported sale price on the exchange on which the
security is primarily traded. If there are no current day sales, the securities
are valued at their last quoted bid price. Other securities traded
over-the-counter and not part of the National Market System are valued at the
last quoted bid price. Debt securities (other than certain short-term
obligations) are valued each business day by an independent pricing service
approved by the Board of Directors. Short-term debt securities having a
remaining maturity of sixty days or less are valued at amortized cost, which
approximates market value. Any securities for which market quotations are not
readily available are valued at their fair value as determined in good faith by
the Board of Directors. Securities held by the Money Market Fund are valued on
an amortized cost basis. Under the amortized cost method, a security is valued
at its cost and any discount or premium is amortized over the period until
maturity without taking into account the impact of fluctuating interest rates on
the market value of the security unless the aggregate deviation from net asset
value as calculated by using available market quotations exceeds 1/2 of 1
percent.
The Money Market Fund seeks to maintain a constant net asset value per
share of $1.00, but there can be no assurance that the Money Market Fund will be
able to do so.
The different expenses borne by each Class of shares of a Fund will result
in different net asset values and dividends for each Class. The net asset values
of the three Classes of each Fund may, however, converge immediately after the
recording of dividends.
EXECUTION OF REQUESTS
The net asset value used in determining your purchase, redemption or
exchange price is the one next calculated after your order is received by the
Fund. The Distributor or the Fund may reject any order. From time to time, the
Funds may suspend the sale of shares. In such event, existing shareholders
normally will be permitted to continue to purchase additional shares of the same
Class and to have dividends reinvested.
The Funds normally pay redemption proceeds in cash. However, if a Fund
determines that it would be detrimental to the best interests of the remaining
shareholders of the Fund to make payment of redemption proceeds wholly or partly
in cash, the Fund may pay the redemption price in securities (redemption in
kind), in which case, you would probably have to pay brokerage costs to sell the
securities distributed to you, as well as taxes on any capital gains from the
sale as with any redemption. The Funds have made an election that requires them
to pay $250,000 of redemption proceeds in cash, subject to other restrictions as
described in the Statement of Additional Information.
TELEPHONE TRANSACTIONS
If you elect to exchange or redeem your shares by telephone, you are
subject to the risk that neither the Funds nor the Transfer Agent will be liable
for properly acting upon unauthorized telephone
46
<PAGE> 50
instructions believed to be genuine. The Funds use reasonable procedures to
confirm that telephone instructions are genuine. However, if appropriate
measures are not taken, the Funds may be liable for any losses that may occur to
an account due to an unauthorized telephone call.
EXCHANGES
The Funds may refuse to allow the exercise of the exchange privilege in
less than two-week intervals or may restrict an exchange from any Fund until
shares have been held in that Fund for at least seven days. The Funds may also
discontinue or modify the exchange privilege on a prospective basis at any time,
including a modification of the amount or terms of a service fee, upon notice to
shareholders in accordance with applicable rules adopted by the Securities and
Exchange Commission ("SEC"). Your exchange may be processed only if the shares
of the Fund to be acquired are eligible for sale in your state and if the
exchange privilege may be legally offered in your state.
In addition, if a Fund determines that an investor is using market timing
strategies or making excessive exchanges and immediate loss of redemption
proceeds would harm the Fund, the Fund may delay investment of the proceeds of
such investor's exchange request for up to seven days.
SHARE CERTIFICATES
The Funds do not ordinarily issue certificates representing shares of the
Funds. Instead, shares are held on deposit for shareholders by the Funds'
Transfer Agent, which will send you a statement of shares owned in each Fund
following each transaction in your account. If you wish to have certificates for
your shares, you may request them from the Transfer Agent by writing to
Enterprise Shareholder Services, P.O. Box 419731, Kansas City, MO 64141-6731.
The Funds do not issue certificates for fractional shares. You may redeem or
exchange certificated shares only by returning the certificates to the Fund,
along with a letter of instruction and a signature guarantee. Special
shareholder services such as telephone redemptions, exchanges, electronic funds
transfers and wire orders are not available if you hold certificates.
SMALL ACCOUNTS
For accounts with balances under $1,000, an annual service charge of $25
per account registration per Fund will apply, excluding Automatic Bank Draft
Plan Accounts, Automatic Investment Plan Accounts, Retirement Accounts and
Savings Plan Accounts.
If your account balance drops to $500 or less, a Fund may close out your
account and mail you the proceeds. You will always be given at least 45 days
written notice to give you time to add to your account and avoid redeeming your
shares.
47
<PAGE> 51
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund will distribute substantially all of its net investment income
and realized net capital gains, if any.
Each Fund makes distributions of capital gains, if any, at least annually.
Each Fund declares and pays dividends of investment income according to the
following schedule:
<TABLE>
<CAPTION>
DECLARED AND PAID AT LEAST ANNUALLY DECLARED AND PAID SEMI-ANNUALLY DECLARED DAILY AND PAID MONTHLY
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth Fund Equity Income Fund Government Securities Fund
Growth and Income Fund High-Yield Bond Fund
Equity Fund Tax-Exempt Income Fund
Capital Appreciation Fund Money Market Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund
Managed Fund
</TABLE>
Your dividends and capital gains distributions, if any, will be
automatically reinvested in shares of the same Fund and Class on which they were
paid at the net asset value. Such reinvestments automatically occur on the
payment date of such dividends and capital gains distributions. Alternatively,
if you contact the Transfer Agent, you may elect to receive dividends or capital
gains distributions, or both, in cash.
You will pay tax on dividends and distributions from the Funds whether you
receive them in cash or additional shares. The Funds intend to make
distributions that will either be taxed as ordinary income or capital gains. If,
for any taxable year, a Fund distributes income from dividends from domestic
corporations, and complies with certain requirements, corporate shareholders may
be entitled to take a dividends-received deduction for some or all of the
dividends they receive.
If you redeem shares of a Fund or exchange them for shares of another Fund,
unless you are a dealer, you generally will recognize capital gain or loss on
the transaction. Any such gain or loss will be a long-term capital gain or loss,
if you held such shares for more than 12 months. The maximum long-term capital
gain tax rate for individuals is 20%.
Income received by the Funds from investments in securities issued by
foreign issuers may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes.
If you are neither a lawful permanent resident nor a citizen of the U.S. or
if you are a foreign entity, the Funds' ordinary income dividends (which include
distributions of net short term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies.
The Funds are required to withhold 31% ("Back-Up Withholding") of the
distributions and the proceeds of redemptions payable to shareholders who fail
to provide a correct social security or taxpayer identification number or to
make required certifications, or who have been notified by the Internal Revenue
Service that they are subject to Back-up Withholding. Corporate shareholders and
certain other shareholders specified in the IRC are exempt from Back-Up
Withholding.
Dividends derived from interest on municipal securities and designated by
the Tax-Exempt Income Fund as exempt interest dividends by written notice to the
shareholders, under existing law, are not subject to federal income tax.
Dividends derived from net capital gains realized by the Fund are taxable to
shareholders as a capital gain upon distribution. Any short-term capital gains
or any taxable interest income or accrued market discount realized by the Fund
will be distributed as a taxable ordinary income dividend distribution. These
rules apply whether such distribution is made in cash or in additional shares.
48
<PAGE> 52
Any capital loss realized from shares held for six months or less is disallowed
to the extent of tax-exempt dividend income received.
Income from certain "private activity" bonds issued after August 7, 1986,
are items of tax preference for the corporate and individual alternative minimum
tax. If the Tax-Exempt Income Fund invests in private activity bonds, you may be
subject to the alternative minimum tax on that part of such Fund distributions
derived from interest income on those bonds. The receipt of exempt-interest
dividends also may have additional tax consequences. Certain of these are
described in the Statement of Additional Information.
The treatment for state and local tax purposes of distributions from the
Tax-Exempt Income Fund representing municipal securities interest will vary
according to the laws of state and local taxing authorities.
The foregoing summarizes some of the federal income tax considerations with
respect to the Funds and their shareholders. It is not a substitute for personal
tax advice. You should consult your tax advisor for more information regarding
the potential tax consequences of an investment in the Funds under all
applicable tax laws.
The Funds will mail statements indicating the tax status of your
distributions to you annually.
49
<PAGE> 53
FUND MANAGEMENT
THE INVESTMENT ADVISOR
Enterprise Capital Management, Inc. serves as the investment advisor to
each of the Funds. The Advisor selects Fund Managers for the Funds, subject to
the approval of the Board of Directors of the Funds, and reviews each Fund
Manager's continued performance. Evaluation Associates, Inc., which has had 26
years of experience in evaluating investment advisors for individuals and
institutional investors, assists the Advisor in selecting Fund Managers. The
Advisor also provides various administrative services and acts as Fund Manager
for the Money Market Fund.
The Securities and Exchange Commission has issued an exemptive order that
permits the Advisor to enter into or amend Agreements with Fund Managers without
obtaining shareholder approval each time. The exemptive order permits the
Advisor, with Board approval, to employ new Fund Managers for the Funds, change
the terms of the Agreements with Fund Managers or enter into a new Agreement
with a Fund Manager. Shareholders of a Fund have the right to terminate an
Agreement with a Fund Manager at any time by a vote of the majority of the
outstanding voting securities of such Fund. The Funds will notify shareholders
of any Fund Manager changes or other material amendments to the Agreements with
Fund Managers that occur under these arrangements.
The Advisor, which was incorporated in 1986, served as principal investment
advisor to Alpha Fund, Inc., the predecessor of the Fund's Growth Fund. The
Advisor also serves as investment advisor to Enterprise Accumulation Trust which
had assets of $3.962 billion at March 31, 1999. The Advisor's address is Atlanta
Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, GA 30326.
The following table sets forth the fee paid to the Advisor for the fiscal
year ended December 31, 1998 by each Fund. The Advisor in turn compensated each
Fund Manager at no additional cost to the Fund.
<TABLE>
<CAPTION>
FEE (AS A PERCENTAGE OF
NAME OF FUND AVERAGE NET ASSETS)
- -------------------------------------------------------------------------------------
<S> <C>
Growth Fund................................................. 0.75%
Growth and Income Fund...................................... 0.75%
Equity Fund................................................. 0.75%
Equity Income Fund.......................................... 0.75%
Capital Appreciation Fund................................... 0.75%
Small Company Growth Fund................................... 1.00%
Small Company Value Fund.................................... 0.75%
International Growth Fund................................... 0.85%
Global Financial Services Fund.............................. 0.85%
Government Securities Fund.................................. 0.60%
High-Yield Bond Fund........................................ 0.60%
Tax-Exempt Income Fund...................................... 0.50%
Managed Fund................................................ 0.75%
Money Market Fund........................................... 0.35%
</TABLE>
50
<PAGE> 54
THE FUND MANAGERS
The following chart sets forth certain information about each of the Fund
Managers other than the Advisor, which acts as the Fund Manager to the Money
Market Fund. The Fund Managers are responsible for the day-to-day management of
the Funds. The Fund Managers typically manage assets for institutional investors
and high net worth individuals. Collectively, the Fund Managers manage assets in
excess of $250 billion for all clients, including The Enterprise Group of Funds.
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
Growth Fund Montag & Caldwell has served as Ronald E. Canakaris, President
the Fund Manager to Alpha Fund, and Chief Investment Officer of
Montag & Caldwell, Inc. Inc., the predecessor of the Montag & Caldwell, is
("Montag & Caldwell") Growth Fund, since the Fund was responsible for the day-to-day
1100 Atlanta Financial Center organized in 1968. Montag & investment management of the
3343 Peachtree Road, N.E. Caldwell and its predecessors Growth Fund and has more than
Atlanta, Georgia 30326 have been engaged in the 30 years' experience in the
business of providing investment industry. He has
investment counseling to been President of Montag &
individuals and institutions Caldwell for more than 15
since 1945. Total assets under years.
management for all clients
approximated $30.2 billion as
of March 31, 1999. Usual
investment minimum is $40
million.
Growth and Income Fund RSI has served as Fund Manager James P. Coughlin, President
for Retirement System Fund Inc. and Chief Investment Officer of
Retirement System Investors Core Equity Fund, the RSI, is responsible for the
Inc. predecessor of The Growth and day-to-day management of the
("RSI") Income Fund, since that Fund Fund and has more than 30
317 Madison Avenue was organized in 1991. RSI has years' experience in the
New York, New York 10017 been engaged in providing investment industry. He has
investment advisory services served as President and Chief
since 1989. Total assets under Investment Officer of RSI since
management for RSI were $648 1989.
million as of March 31, 1999.
Equity Fund OpCap has been providing Eileen Rominger, Managing
investment counseling since Director of Oppenheimer
OpCap Advisors ("OpCap") 1987. OpCap had approximately Capital, is responsible for the
One World Financial Center $60 billion under management as day-to-day management of the
New York, New York 10281 of March 31, 1999. Usual Fund. Ms. Rominger has more
investment minimum is $20 than 20 years' experience in
million. the investment industry and has
been Managing Director of
Oppenheimer Capital since 1994.
She previously served as Senior
Vice President from 1986 to
1994.
Equity Income Fund 1740 Advisers has been John V. Rock, President and
providing investment counseling Director of 1740 Advisers, is
1740 Advisers, Inc. since 1971. 1740 Advisers is an responsible for the day-to-day
("1740 Advisers") affiliate of the Advisor. Total investment management of the
1740 Broadway assets under management for Fund and has more than 35
New York, New York 10019 1740 Advisers as of March 31, years' experience in the
1999, were approximately $1.9 investment industry. He has
billion. Usual investment served as President of 1740
minimum is $20 million. Advisers since 1974.
Capital Appreciation Fund PIC has served as Fund Manager Jeffrey J. Miller is a Managing
since its inception in 1987. Director of PIC and is
Provident Investment Counsel, PIC traces its origins to an responsible for the day-to-day
Inc. investment partnership formed management of the Fund. He has
("PIC") in 1951. As of March 31, 1999, more than 26 years' experience
300 North Lake Avenue total assets under management in the investment industry. He
Pasadena, California 91101 for all clients were $17.6 has been Managing Director of
billion. Usual invest-ment PIC since 1972.
minimum is $5 million.
</TABLE>
51
<PAGE> 55
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling since 1977. As of Witter, and Paul B. Phillips,
William D. Witter, Inc. March 31, 1999, total assets Managing Director of Witter,
("Witter") under management for all are responsible for the
One Citicorp Center clients were $975 million. day-to-day management of the
153 East 53rd Street Usual investment minimum is $1 Fund. They have more than 80
New York, New York 10022 million. years' combined experience in
the investment industry. Mr.
Witter and Mr. Phillips have
been employed in their present
positions by Witter since 1977
and 1996, respectively. Mr.
Phillips previously served as
Senior Portfolio Manager at
Bankers Trust Company from 1986
to 1995.
Small Company Value Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as
Company, Inc., was founded in Chief Investment Officer of
Gabelli Asset Management 1977. As of March 31, 1999, GAMCO since its inception in
Company total assets under management 1977 and is responsible for the
(GAMCO Investors, Inc.) for all clients were $7.57 day-to-day management of the
One Corporate Center billion. Usual investment Fund. He has more than 28
Rye, New York 10580 minimum is $500,000. years' experience in the
investment industry.
International Growth Fund Vontobel has provided Fabrizio Pierallini, Senior
investment counseling since Vice President and Managing
Vontobel USA Inc. 1984. Vontobel's assets under Director of International
("Vontobel") management for all clients were Investments is responsible for
450 Park Avenue $1.86 billion as of March 31, the day-to-day management of
New York, New York 10022 1999. Usual investment minimum the Fund. Mr. Pierallini has
is $10 million. been employed by Vontobel since
1994 as Senior Vice President
and Managing Director. He
previously served as associate
director/portfolio manager for
the Swiss Bank.
Global Financial Services Fund Sanford Bernstein was The day-to-day management of
established in 1967 and as of this Fund is performed by
Sanford C. Bernstein & Co., March 31, 1999, had $77.1 Sanford Bernstein's Policy
Inc. ("Sanford Bernstein") billion in assets under Group, chaired by Andrew S.
767 Fifth Avenue management. Usual investment Adelson, who has more than 20
New York, New York 10153-0185 minimum is $5 million. years' experience in the
investment industry. He joined
Sanford Bernstein in 1980 and
has served as Chief Investment
Officer of International
Investment Services since 1990.
Government Securities Fund The firm was founded in 1971 Philip A. Barach, Managing
and as of December 31, 1998, Director of TCW, and Jeffrey E.
TCW Funds Management, Inc. TCW and its affiliated Gundlach, Managing Director are
("TCW") companies had approximately responsible for the day-to-day
865 South Figueroa Street $54.5 billion under management investment management of the
Suite 1800 or committed for management in Fund and have more than 37
Los Angeles, California 90017 various fiduciary advisory years' combined experience in
capacities. Usual investment the investment industry. They
minimum is $35 million. have served as Managing
Directors since they joined TCW
in 1987 and 1985, respectively.
</TABLE>
52
<PAGE> 56
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE PORTFOLIO MANAGERS
<S> <C> <C>
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing
investment advice with respect Director and Chief Investment
Caywood-Scholl Capital to high-yield, low grade fixed Officer of Caywood-Scholl, is
Management income instruments since 1986. responsible for the day-to-day
("Caywood-Scholl") As of March 31, 1999, assets management of the Fund. He has
4350 Executive Drive, Suite 125 under management for all more than 30 years' investment
San Diego, California 92121 clients approximated $1.01 industry experience. He joined
billion. Usual investment Caywood-Scholl in 1986 as
minimum is $1 million. Managing Director and Chief
Investment Officer and has held
those positions since 1986.
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined MBIA
counseling services since 1987. in 1994 as President and Chief
MBIA Capital Management Corp. As of March 31, 1999, assets Investment Officer. He has more
("MBIA") under management for all than 25 years' experience in
113 King Street clients approximated $16 the investment industry, serves
Armonk, New York 10504 billion. Usual investment as portfolio manager to the
minimum is $10 million. Fund. He previously served as
Director of Investments for
Shields Asset Management from
1988 through 1993.
Managed Fund OpCap has provided investment Richard J. Glasebrook II,
counseling services since 1987. Managing Director of
OpCap Advisors As of March 31, 1999, Oppenheimer Capital is
One World Financial Center Oppenheimer Capital and its responsible for the day-to-day
New York, New York 10281 affiliates have over $60 management of the Fund. He has
billion under management. Its more than 25 years' investment
usual investment minimum is $20 industry experience. Mr.
million. Glasebrook has served as
Managing Director of
Oppenheimer Capital since 1994
and immediately prior to that
served as Senior Vice
President.
</TABLE>
53
<PAGE> 57
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)
The following financial highlights have been audited by
PricewaterhouseCoopers LLP, independent auditors. The financial highlights are
derived from the Fund's financial statements. The Fund's financial statements
and the independent auditor's report thereon are incorporated by reference into
the Statement of Additional Information and may be obtained without charge by
calling the Fund at 800-368-3527.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
ENTERPRISE GROWTH FUND (CLASS A) 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period... $ 16.91 $ 13.10 $ 10.44 $ 7.76 $ 8.26
Net Investment Income (Loss).......... (0.11)(F) (0.07) (0.04) (0.03) (0.02)
Net Realized and Unrealized Gain
(Loss) on Investments................ 5.31 4.23 3.44 3.13 (0.06)
---------------------------------------------------------
Total from Investment Operations...... 5.20 4.16 3.40 3.10 (0.08)
---------------------------------------------------------
Distributions from Capital Gains...... (1.04) (0.35) (0.74) (0.42) (0.42)
---------------------------------------------------------
Total Distributions................... (1.04) (0.35) (0.74) (0.42) (0.42)
---------------------------------------------------------
Net Asset Value End of Period......... $ 21.07 $ 16.91 $ 13.10 $ 10.44 $ 7.76
---------------------------------------------------------
Total Return(C)....................... 30.94% 31.76% 32.60% 39.98% (0.99)%
Net Assets End of Period (In
Thousands)........................... $827,567 $424,280 $196,752 $122,559 $88,375
Ratio of Expenses to Average Net
Assets............................... 1.48% 1.43%(E) 1.53%(E) 1.60% 1.56%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........... 1.48% 1.43%(E) 1.53%(E) 1.60% 1.56%
Ratio of Net Investment Income (Loss)
to Average Net Assets................ (0.58)% (0.55)% (0.39)% (0.35)% (0.30)%
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................. (0.58)% (0.55)% (0.39)% (0.35)% (0.30)%
Portfolio Turnover Rate............... 28% 22% 30% 45% 65%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
--------------------------------- MAY 1 THROUGH
ENTERPRISE GROWTH FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.......... $ 16.66 $ 12.97 $ 10.41 $ 8.69
Net Investment Income (Loss)................. (0.21)(F) (0.11) (0.06) (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments................................. 5.21 4.15 3.36 2.16
-------------------------------------------------------
Total from Investment Operations............. 5.00 4.04 3.30 2.14
-------------------------------------------------------
Distributions from Capital Gains............. (1.04) (0.35) (0.74) (0.42)
-------------------------------------------------------
Total Distributions.......................... (1.04) (0.35) (0.74) (0.42)
-------------------------------------------------------
Net Asset Value End of Period................ $ 20.62 $ 16.66 $ 12.97 $10.41
-------------------------------------------------------
Total Return(D).............................. 30.20% 31.15% 31.73% 24.66%(B)
Net Assets End of Period (in thousands)...... $446,473 $166,932 $36,483 $4,572
Ratio of Expenses to Average Net Assets...... 2.03% 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers)......................... 2.03% 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets.......................... (1.13)% (1.10)% (0.96)% (0.82)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)...... (1.13)% (1.10)% (0.96)% (0.82)%(A)
Portfolio Turnover Rate...................... 28% 22% 30% 45%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, MAY 1 THROUGH
ENTERPRISE GROWTH FUND (CLASS C) 1998 DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period..................... $ 16.85 $ 14.11
Net Investment Income (Loss)............................ (0.21)(F) (0.06)
Net Realized and Unrealized Gain (Loss) on
Investments............................................ 5.27 3.15
--------------------------------
Total from Investment Operations........................ 5.06 3.09
--------------------------------
Distributions from Capital Gains........................ (1.04) (0.35)
--------------------------------
Total Distributions..................................... (1.04) (0.35)
--------------------------------
Net Asset Value End of Period........................... $ 20.87 $ 16.85
--------------------------------
Total Return(D)......................................... 30.22% 21.91%(B)
Net Assets End of Period (In Thousands)................. $133,194 $26,601
Ratio of Expenses to Average Net Assets................. 2.04% 1.97%(AE)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................... 2.04% 1.97%(AE)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................. (1.13)% (1.10)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................. (1.13)% (1.10)%(A)
Portfolio Turnover Rate................................. 28% 22%(A)
</TABLE>
A Annualized.
B Not Annualized.
C Total returns do not include one time sales charge.
D Total return does not include contingent deferred sales charge.
E Effective September 1, 1995, ratio includes expenses paid indirectly.
F Based on average monthly shares outstanding.
54
<PAGE> 58
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS A) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period........... $ 25.19 $25.71 $25.05
Net Investment Income (Loss).................. 0.14 0.01 --
Net Realized and Unrealized Gain (Loss) on
Investments.................................. 4.00 0.04 0.66
----------------------------------------------------------
Total from Investment Operations.............. 4.14 0.05 0.66
----------------------------------------------------------
Dividends from Net Investment Income.......... (0.09) (0.11) --
Distributions from Capital Gains.............. (0.23) (0.46) --
----------------------------------------------------------
Total Distributions........................... (0.32) (0.57) --
----------------------------------------------------------
Net Asset Value End of Period................. $ 29.01 $25.19 $25.71
----------------------------------------------------------
Total Return(C)............................... 16.50% 0.20%(B) 2.63%(B)
Net Assets End of Period (In Thousands)....... $16,664 $4,032 $1,109
Ratio of Expenses to Average Net Assets....... 1.50% 1.50%(A) 1.50%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers).......................... 1.93% 2.11%(A) 4.47%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets........................... 0.41% 0.56%(A) 0.07%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)....... (0.03)% (0.04)%(A) (2.90)%(A)
Portfolio Turnover Rate....................... 5% 1%(A) 16%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS B) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period........... $ 25.15 $25.68 $25.05
Net Investment Income (Loss).................. 0.05 (0.01) (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments.................................. 3.95 0.03 0.64
----------------------------------------------------------
Total from Investment Operations.............. 4.00 0.02 0.63
----------------------------------------------------------
Dividends from Net Investment Income.......... (0.02) (0.09) --
Distributions from Capital Gains.............. (0.23) (0.46) --
----------------------------------------------------------
Total Distributions........................... (0.25) (0.55) --
----------------------------------------------------------
Net Asset Value End of Period................. $ 28.90 $25.15 $25.68
----------------------------------------------------------
Total Return(D)............................... 15.95% 0.07%(B) 2.51%(B)
Net Assets End of Period (In Thousands)....... $21,891 $3,257 $ 992
Ratio of Expenses to Average Net Assets....... 2.05% 2.05%(A) 2.05%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers).......................... 2.48% 2.66%(A) 4.59%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets........................... (0.17)% (0.02)%(A) (0.34)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)....... (0.60)% (0.63)%(A) (2.87)%(A)
Portfolio Turnover Rate....................... 5% 2%(A) 16%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period........... $ 25.15 $25.68 $25.05
Net Investment Income (Loss).................. 0.06 (0.02) (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments.................................. 3.94 0.05 0.64
----------------------------------------------------------
Total from Investment Operations.............. 4.00 0.03 0.63
----------------------------------------------------------
Dividends from Net Investment Income.......... (0.01) (0.10) --
Distributions from Capital Gains.............. (0.23) (0.46) --
----------------------------------------------------------
Total Distributions........................... (0.24) (0.56) --
----------------------------------------------------------
Net Asset Value End of Period................. $ 28.91 $25.15 $25.68
----------------------------------------------------------
Total Return(D)............................... 15.95% 0.10%(B) 2.51%(B)
Net Assets End of Period (In Thousands)....... $ 4,654 $ 561 $ 99
Ratio of Expenses to Average Net Assets....... 2.05% 2.05%(A) 2.05%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers).......................... 2.49% 2.64%(A) 4.60%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets........................... (0.16)% 0.03%(A) (0.39)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)....... (0.60)% (0.56)%(A) (2.94)%(A)
Portfolio Turnover Rate....................... 5% 2%(A) 16%(A)
</TABLE>
55
<PAGE> 59
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE EQUITY FUND (CLASS A) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.96 $ 5.00
Net Investment Income (Loss)................................ 0.03 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 0.53 1.05
-------------------------------------
Total from Investment Operations............................ 0.56 1.06
-------------------------------------
Dividends from Net Investment Income........................ (0.02) --
Distributions from Capital Gains............................ (0.03) (0.10)
-------------------------------------
Total Distributions......................................... (0.05) (0.10)
-------------------------------------
Net Asset Value End of Period............................... $ 6.47 $ 5.96
-------------------------------------
Total Return(C)............................................. 9.38% 21.30%(B)
Net Assets End of Period (In Thousands)..................... $6,741 $3,196
Ratio of Expenses to Average Net Assets..................... 1.60% 1.60%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.73% 6.52%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.59% 0.26%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (0.54)% (4.66)%(A)
Portfolio Turnover Rate..................................... 35% 69%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE EQUITY FUND (CLASS B) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.94 $ 5.00
Net Investment Income (Loss)................................ -- --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.53 1.04
-------------------------------------
Total from Investment Operations............................ 0.53 1.04
-------------------------------------
Dividends from Net Investment Income........................ (0.01) --
Distributions from Capital Gains............................ (0.03) (0.10)
-------------------------------------
Total Distributions......................................... (0.04) (0.10)
-------------------------------------
Net Asset Value End of Period............................... $ 6.43 $ 5.94
-------------------------------------
Total Return(D)............................................. 8.82% 20.80%(B)
Net Assets End of Period (In Thousands)..................... $8,731 $1,820
Ratio of Expenses to Average Net Assets..................... 2.15% 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.29% 6.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.07% (0.23)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.07)% (4.29)%(A)
Portfolio Turnover Rate..................................... 35% 69%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
EQUITY FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.94 $ 5.00
Net Investment Income (Loss)................................ 0.01 --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.53 1.04
-------------------------------------
Total from Investment Operations............................ 0.54 1.04
-------------------------------------
Dividends from Net Investment Income........................ (0.01) --
Distributions from Capital Gains............................ (0.03) (0.10)
-------------------------------------
Total Distributions......................................... (0.04) (0.10)
-------------------------------------
Net Asset Value End of Period............................... $ 6.44 $ 5.94
-------------------------------------
Total Return(D)............................................. 8.98% 20.89%(B)
Net Assets End of Period (In Thousands)..................... $1,504 $ 283
Ratio of Expenses to Average Net Assets..................... 2.15% 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.28% 6.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.09% (0.21)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.03)% (4.07)%(A)
Portfolio Turnover Rate..................................... 35% 69%(A)
</TABLE>
56
<PAGE> 60
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
ENTERPRISE EQUITY INCOME FUND (CLASS A) 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.............. $ 26.42 $ 22.44 $ 20.73 $ 16.43 $ 17.75
Net Investment Income (Loss)..................... 0.36 0.17 0.41 0.45 0.44
Net Realized and Unrealized Gain (Loss) on
Investments..................................... 2.52 5.95 3.27 5.00 (0.53)
----------------------------------------------------
Total from Investment Operations................. 2.88 6.12 3.68 5.45 (0.09)
----------------------------------------------------
Dividends from Net Investment Income............. (0.35) (0.15) (0.40) (0.45) (0.44)
Distributions from Capital Gains................. (2.06) (1.99) (1.57) (0.70) (0.79)
----------------------------------------------------
Total Distributions.............................. (2.41) (2.14) (1.97) (1.15) (1.23)
----------------------------------------------------
Net Asset Value End of Period.................... $ 26.89 $ 26.42 $ 22.44 $ 20.73 $ 16.43
----------------------------------------------------
Total Return(C).................................. 11.13% 28.08% 17.86% 33.40% (0.49)%
Net Assets End of Period (In Thousands).......... $111,275 $97,932 $72,647 $61,906 $50,926
Ratio of Expenses to Average Net Assets.......... 1.50% 1.50% 1.50% 1.50% 1.50%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)............................. 1.58% 1.62% 1.68% 1.78% 1.73%
Ratio of Net Investment Income (Loss) to Average
Net Assets...................................... 1.32% 1.35% 1.87% 2.33% 2.50%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Waivers).................. 1.25% 1.23% 1.69% 2.06% 2.30%
Portfolio Turnover Rate.......................... 31% 33% 33% 26% 41%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD
---------------------------- MAY 1 THROUGH
ENTERPRISE EQUITY INCOME FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 26.17 $ 22.30 $20.67 $18.12
Net Investment Income (Loss)................................ 0.20 0.12 0.24 0.29
Net Realized and Unrealized Gain (Loss) on Investments...... 2.49 5.83 3.30 3.40
------------------------------------------------
Total from Investment Operations............................ 2.69 5.95 3.54 3.69
------------------------------------------------
Dividends from Net Investment Income........................ (0.23) (0.09) (0.34) (0.44)
Distributions from Capital Gains............................ (2.06) (1.99) (1.57) (0.70)
------------------------------------------------
Total Distributions......................................... (2.29) (2.08) (1.91) (1.14)
------------------------------------------------
Net Asset Value End of Period............................... $ 26.57 $ 26.17 $22.30 $20.67
------------------------------------------------
Total Return(D)............................................. 10.49% 27.35% 17.22% 20.57%(B)
Net Assets End of Period (In Thousands)..................... $33,807 $19,055 $5,615 $1,086
Ratio of Expenses to Average Net Assets..................... 2.05% 2.05% 2.05% 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.13% 2.17% 2.23% 2.23%(A)
Ratio of Net Investment Income to Average Net Assets........ 0.78% 0.77% 1.32% 1.56%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.71% 0.65% 1.14% 1.33%(A)
Portfolio Turnover Rate..................................... 31% 33% 33% 26%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE EQUITY INCOME FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $26.31 $24.26
Net Investment Income (Loss)................................ 0.21 0.04
Net Realized and Unrealized Gains (Losses) on Investments... 2.49 4.14
--------------------------------------
Total from Investment Operations............................ 2.70 4.18
--------------------------------------
Dividends from Net Investment Income........................ (0.25) (0.14)
Distributions Capital Gains................................. (2.06) (1.99)
--------------------------------------
Total Distributions......................................... (2.31) (2.13)
--------------------------------------
Net Asset Value End of Period............................... $26.70 $26.31
--------------------------------------
Total Return(D)............................................. 10.47% 18.21%(B)
Net Assets End of Period (In Thousands)..................... $5,639 $1,857
Ratio of Expense in Average Net Assets...................... 2.05% 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.13% 2.20%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.81% 0.69%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.73% 0.54%(A)
Portfolio Turnover Rate..................................... 31% 33%(A)
</TABLE>
57
<PAGE> 61
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE CAPITAL APPRECIATION FUND ---------------------------------------------------------
(CLASS A) 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 35.54 $ 34.21 $ 32.54 $ 28.54 $ 31.10
Net Investment Income (Loss).............. (0.39)(F) (0.37) (0.31) (0.25) (0.13)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 10.55 7.31 5.69 7.59 (0.95)
---------------------------------------------------------
Total from Investment Operations.......... 10.16 6.94 5.38 7.34 (1.08)
---------------------------------------------------------
Distributions from Capital Gains.......... (7.11) (5.61) (3.71) (3.34) (1.48)
---------------------------------------------------------
Total Distributions....................... (7.11) (5.61) (3.71) (3.34) (1.48)
---------------------------------------------------------
Net Asset Value End of Period............. $ 38.59 $ 35.54 $ 34.21 $ 32.54 $ 28.54
---------------------------------------------------------
Total Return(C)........................... 30.15% 20.27% 16.52% 25.70% (3.46)%
Net Assets End of Period (In Thousands)... $131,605 $112,738 $115,253 $121,207 101,237
Ratio of Expenses to Average Net Assets... 1.52% 1.65% 1.60%(E) 1.65% 1.66%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)...................... 1.52% 1.65% 1.60%(E) 1.65% 1.66%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (1.01)% (1.06)% (0.87)% (0.82)% (0.50)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)... (1.01)% (1.06)% (0.87)% (0.82)% (0.50)%
Portfolio Turnover Rate................... 76% 61% 66% 65% 74%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
--------------------------- MAY 1 THROUGH
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 34.89 $33.86 $32.42 $30.04
Net Investment Income (Loss)................................ (0.58)(F) (0.45) (0.35) (0.12)
Net Realized and Unrealized Gain (Loss) on Investments...... 10.30 7.09 5.50 5.84
-----------------------------------------------
Total from Investment Operations............................ 9.72 6.64 5.15 5.72
-----------------------------------------------
Distributions from Capital Gains............................ (7.11) (5.61) (3.71) (3.34)
-----------------------------------------------
Total Distributions......................................... (7.11) (5.61) (3.71) (3.34)
-----------------------------------------------
Net Asset Value End of Period............................... $ 37.50 $34.89 $33.86 $32.42
-----------------------------------------------
Total Return(D)............................................. 29.44% 19.60% 15.87% 18.99%(B)
Net Assets End of Period (In Thousands)..................... $14,663 $7,862 $5,047 $1,953
Ratio of Expenses to Average Net Assets..................... 2.08% 2.21% 2.14%(E) 2.08%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.08% 2.21% 2.14%(E) 2.08%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.56)% (1.61)% (1.43)% (1.41)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.56)% (1.61)% (1.43)% (1.41)%(A)
Portfolio Turnover Rate..................................... 76% 61% 66% 65%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $35.43 $33.54
Net Investment Income (Loss) (0.57)(F) (0.19)
Net Realized and Unrealized Gain (Loss) on Investments...... 10.50 7.69
-------------------------------------
Total from Investment Operations............................ 9.93 7.50
-------------------------------------
Distributions from Capital Gains (7.11) (5.61)
-------------------------------------
Total Distributions......................................... (7.11) (5.61)
-------------------------------------
Net Asset Value End of Period............................... $38.25 $35.43
-------------------------------------
Total Return(D)............................................. 29.60% 22.35%(B)
Net Assets End of Period (In Thousands)..................... $1,040 $ 126
Ratio of Expenses to Average Net Assets..................... 2.11% 2.21%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.11% 2.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.53)% (1.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.53)% (1.88)%(A)
Portfolio Turnover Rate..................................... 76% 61%(A)
</TABLE>
58
<PAGE> 62
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS A) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $23.39 $26.61 $24.54
Net Investment Income (Loss)................................ (0.32)(F) (0.40) (0.05)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.63) (2.27) 2.12
----------------------------------------------------------
Total from Investment Operations............................ (0.95) (2.67) 2.07
----------------------------------------------------------
Dividends from Net Investment Income........................ -- -- --
Distributions from Capital Gains............................ -- (0.55) --
----------------------------------------------------------
Total Distributions......................................... -- (0.55) --
----------------------------------------------------------
Net Asset Value End of Period............................... $22.44 $23.39 $26.61
----------------------------------------------------------
Total Return(C)............................................. (4.06)% (10.04)%(B) 8.44%(B)
Net Assets End of Period (In Thousands)..................... $8,194 $4,861 $2,102
Ratio of Expenses to Average Net Assets..................... 1.85% 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.66% 2.38%(A) 4.48%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.43)% (1.56)%(A) (1.61)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.24)% (2.09)%(A) (4.25)%(A)
Portfolio Turnover Rate..................................... 151% 24%(A) 158%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS B) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $23.33 $ 26.58 $24.54
Net Investment Income (Loss)................................ (0.41)(F) (0.47) (0.05)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.79) (2.23) 2.09
----------------------------------------------------------
Total from Investment Operations............................ (1.20) (2.70) 2.04
----------------------------------------------------------
Dividends from Net Investment Income........................ -- -- --
Distributions from Capital Gains............................ -- (0.55) --
----------------------------------------------------------
Total Distributions......................................... -- (0.55) --
----------------------------------------------------------
Net Asset Value End of Period............................... $22.13 $ 23.33 $26.58
----------------------------------------------------------
Total Return(D)............................................. (5.14)% (10.16)%(B) 8.31%(B)
Net Assets End of Period (In Thousands)..................... $8,760 $ 2,842 $1,099
Ratio of Expenses to Average Net Assets..................... 2.40% 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.24% 2.93%(A) 5.52%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.94)% (2.11)%(A) (2.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.78)% (2.64)%(A) (5.29)%(A)
Portfolio Turnover Rate..................................... 151% 24%(A) 158%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $23.32 $ 26.57 $24.54
Net Investment Income (Loss)................................ (0.41)(F) (0.62) (0.07)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.70) (2.08) 2.10
----------------------------------------------------------
Total from Investment Operations............................ (1.11) (2.70) 2.03
----------------------------------------------------------
Dividends from Net Investment Income........................ -- -- --
Distributions from Capital Gains............................ -- (0.55) --
----------------------------------------------------------
Total Distributions......................................... -- (0.55) --
----------------------------------------------------------
Net Asset Value End of Period............................... $22.21 $ 23.32 $26.57
----------------------------------------------------------
Total Return(D)............................................. (4.76)% (10.16)%(B) 8.27%(B)
Net Assets End of Period (In Thousands)..................... $2,481 $ 795 $ 201
Ratio of Expenses to Average Net Assets..................... 2.40% 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.24% 2.93%(A) 5.91%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.93)% (2.11)%(A) (2.15)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.77)% (2.64)%(A) (5.65)%(A)
Portfolio Turnover Rate..................................... 151% 24%(A) 158%(A)
</TABLE>
59
<PAGE> 63
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE SMALL COMPANY VALUE FUND ---------------------------------------------------
(CLASS A) 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period........................ $ 7.75 $ 5.74 $ 5.43 $ 5.17 $ 5.29
Net Investment Income (Loss)... (0.03) 0.01 (0.01) 0.02 0.03
Net Realized and Unrealized Gain
(Loss) on Investments......... 0.42 2.53 0.62 0.46 (0.01)
---------------------------------------------------
Total from Investment Operations... 0.39 2.54 0.61 0.48 0.02
---------------------------------------------------
Dividends from Net Investment
Income........................ -- -- -- (0.02) (0.03)
Distributions from Capital Gains... (0.22) (0.53) (0.30) (0.20) (0.11)
---------------------------------------------------
Total Distributions............ (0.22) (0.53) (0.30) (0.22) (0.14)
---------------------------------------------------
Net Asset Value End of Period... $ 7.92 $ 7.75 $ 5.74 $ 5.43 $ 5.17
---------------------------------------------------
Total Return(C)................ 5.15% 44.24% 11.28% 9.28% 0.34%
Net Assets End of Period (In
Thousands).................... $79,867 $45,310 $17,308 $19,720 $22,120
Ratio of Expenses to Average Net
Assets........................ 1.75% 1.75% 1.75% 1.75% 1.75%
Ratio of Expenses to Average Net
Assets (Excluding Waivers).... 1.85% 1.95% 2.38% 2.21% 2.15%
Ratio of Net Investment Income
(Loss) to Average Net Assets... (0.37)% 0.05% (0.13)% 0.32% 0.60%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)........... (0.48)% (0.15)% (0.76)% (0.14)% 0.18%
Portfolio Turnover Rate........ 33% 63% 144% 37% 17%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
-------------------------------- MAY 1 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period...... $ 7.63 $ 5.69 $ 5.41 $ 5.28
Net Investment Income (Loss)............. (0.07)(F) -- (0.03) (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments............................. 0.40 2.47 0.61 0.36
-----------------------------------------------------
Total from Investment Operations......... 0.33 2.47 0.58 0.35
-----------------------------------------------------
Dividends from Net Investment Income..... -- -- -- (0.02)
Distributions from Capital Gains......... (0.22) (0.53) (0.30) (0.20)
-----------------------------------------------------
Total Distributions...................... (0.22) (0.53) (0.30) (0.22)
-----------------------------------------------------
Net Asset Value End of Period............ $ 7.74 $ 7.63 $ 5.69 $ 5.41
-----------------------------------------------------
Total Return(D).......................... 4.44% 43.40% 10.77% 6.87%(B)
Net Assets End of Period (In Thousands)... $61,929 $22,013 $2,606 $ 862
Ratio of Expenses to Average Net Assets... 2.30% 2.30% 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers)..................... 2.41% 2.44% 2.92% 2.78%(A)
Ratio of Net Investment Income to Average Net
Assets.................................. (0.93)% (0.67)% (0.77)% (0.40)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)... (1.04)% (0.81)% (1.39)% (0.90)%(A)
Portfolio Turnover Rate.................. 33% 63% 144% 37%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period........................ $ 7.74 $ 6.14
Net Investment Income (Loss)............................... (0.07)(F) (0.02)
Net Realized and Unrealized Gain (Loss) on Investments..... 0.45 2.15
--------------------------------------
Total from Investment Operations........................... 0.38 2.13
--------------------------------------
Dividends from Net Investment Income....................... -- --
Distributions from Capital Gains........................... (0.22) (0.53)
--------------------------------------
Total Distributions........................................ (0.22) (0.53)
--------------------------------------
Net Asset Value End of Period.............................. $ 7.90 $ 7.74
--------------------------------------
Total Return(D)............................................ 5.03% 34.68%(B)
Net Assets End of Period (In Thousands).................... $14,239 $2,684
Ratio of Expenses to Average Net Assets.................... 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers).................................................. 2.40% 2.38%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.................................................... (0.94)% (0.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)....................................... (1.04)% (0.95)%(A)
Portfolio Turnover Rate.................................... 33% 63%(A)
</TABLE>
60
<PAGE> 64
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
ENTERPRISE INTERNATIONAL GROWTH FUND ---------------------------------------------------
(CLASS A) 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of
Period.............................. $ 16.71 $ 17.10 $ 16.08 $ 14.70 $ 17.44
Net Investment Income (Loss)......... 0.06 0.08 0.10 0.11 (0.01)
Net Realized and Unrealized Gain
(Loss) on Investments............... 2.32 0.73 1.88 2.12 (0.49)
---------------------------------------------------
Total from Investment Operations..... 2.38 0.81 1.98 2.23 (0.50)
---------------------------------------------------
Dividends from Net Investment
Income.............................. (0.05) (0.07) (0.09) (0.09) --
Distributions from Capital Gains..... (0.15) (1.13) (0.87) (0.76) (2.24)
---------------------------------------------------
Total Distributions.................. (0.20) (1.20) (0.96) (0.85) (2.24)
---------------------------------------------------
Net Asset Value End of Period........ $ 18.89 $ 16.71 $ 17.10 $ 16.08 $ 14.70
---------------------------------------------------
Total Return(C)...................... 14.28% 4.75% 12.32% 15.17% (2.82)%
Net Assets End of Period (In
Thousands).......................... $41,458 $38,020 $34,837 $28,628 $27,523
Ratio of Expenses to Average Net
Assets.............................. 2.00% 2.00% 2.00% 2.00% 2.00%
Ratio of Expenses to Average Net
Assets (Excluding Waivers).......... 2.11% 2.11% 2.19% 2.40% 2.51%
Ratio of Net Investment Income (Loss)
to Average Net Assets............... 0.30% 0.50% 0.61% 0.70% (0.20)%
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................ 0.19% 0.39% 0.42% 0.30% (0.70)%
Portfolio Turnover Rate.............. 52% 27% 24% 31% 116%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
----------------------------- MAY 1 THROUGH
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 16.53 $ 16.97 $ 16.02 $14.82
Net Investment Income (Loss)................................ (0.04) 0.01 0.01 (0.02)
Net Realized and Unrealized Gain (Loss) on Investments...... 2.28 0.69 1.87 2.08
--------------------------------------------------
Total from Investment Operations............................ 2.24 0.70 1.88 2.06
--------------------------------------------------
Dividends from Net Investment Income........................ -- (0.01) (0.06) (0.10)
Distributions from Capital Gains............................ (0.15) (1.13) (0.87) (0.76)
--------------------------------------------------
Total Distributions......................................... (0.15) (1.14) (0.93) (0.86)
--------------------------------------------------
Net Assets Value End of Period.............................. $ 18.62 $ 16.53 $ 16.97 $16.02
--------------------------------------------------
Total Return(D)............................................. 13.57% 4.17% 11.72% 13.88%(B)
Net Assets End of Period (In Thousands)..................... $16,008 $ 9,878 $ 4,276 $1,094
Ratio of Expenses to Average Net Assets..................... 2.55% 2.55% 2.55% 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.66% 2.67% 2.75% 2.75%(A)
Ratio of Net Investment Income to Average Net Assets........ (0.28)% (0.06)% 0.09% (0.65)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (0.39)% (0.18)% (0.11)% (0.85)%(A)
Portfolio Turnover Rate..................................... 52% 27% 24% 31%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
MAY 1
YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31,
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS C) 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period....................... $ 16.66 $ 17.51
Net Investment Income (Loss).............................. 0.04 (0.03)
Net Realized and Unrealized Gain (Loss) on Investments.... 2.31 0.39
------------------------------
Total from Investment Operations.......................... 2.27 0.36
------------------------------
Dividends from Net Investment Income...................... (0.01) (0.08)
Distributions from Capital Gains.......................... (0.15) (1.13)
------------------------------
Total Distributions....................................... (0.16) (1.21)
------------------------------
Net Asset Value End of Period............................. $ 18.77 $ 16.66
------------------------------
Total Return(D)........................................... 13.64% 2.07%(B)
Net Assets End of Period (In Thousands)................... $ 3,498 $ 1,113
Ratio of Expenses to Average Net Assets................... 2.55% 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................. 2.67% 2.75%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................... (0.35)% (0.51)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................... (0.47)% (0.71)%(A)
Portfolio Turnover Rate................................... 52% 27%(A)
</TABLE>
61
<PAGE> 65
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 1, 1998
THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS A) DECEMBER 31, 1998
- ------------------------------------------------------------ -----------------------
<S> <C>
Net Asset Value Beginning of Period......................... $ 5.00
Net Investment Income (Loss)................................ 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 1.04
------
Total from Investment Operations............................ 1.05
------
Dividends from Net Investment Income........................ --
Distributions from Capital Gains............................ --
------
Total Distributions......................................... --
------
Net Asset Value End of Period............................... $ 6.05
------
Total Return(C)............................................. 21.00%(B)
Net Assets End of Period (In Thousands)..................... $1,426
Ratio of Expenses to Average Net Assets..................... 1.75%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 6.58%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.16%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (4.68)%(A)
Portfolio Turnover Rate..................................... 2%
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 1, 1998
THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS B) DECEMBER 31, 1998
- ------------------------------------------------------------ -----------------------
<S> <C>
Net Asset Value Beginning of Period......................... $ 5.00
Net Investment Income (Loss)................................ 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 1.02
------
Total from Investment Operations............................ 1.03
------
Dividends from Net Investment Income........................ --
Distributions from Capital Gains............................ --
------
Total Distributions......................................... --
------
Net Asset Value End of Period............................... $ 6.03
------
Total Return(D)............................................. 20.60%(B)
Net Assets End of Period (In Thousands)..................... $1,023
Ratio of Expenses to Average Net Assets..................... 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 7.50%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.49)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (5.69)%(A)
Portfolio Turnover Rate..................................... 2%
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 1, 1998
THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS C) DECEMBER 31, 1998
- ------------------------------------------------------------ -----------------------
<S> <C>
Net Asset Value Beginning of Period......................... $ 5.00
Net Investment Income (Loss)................................ 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 1.02
------
Total from Investment Operations............................ 1.03
------
Dividends from Net Investment Income........................ --
Distributions from Capital Gains............................ --
------
Total Distributions......................................... --
------
Net Asset Value End of Period............................... $ 6.03
------
Total Return(D)............................................. 20.60%(B)
Net Assets End of Period (In Thousands)..................... $ 218
Ratio of Expenses to Average Net Assets..................... 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 6.42%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.33)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (4.45)%(A)
Portfolio Turnover Rate..................................... 2%
</TABLE>
62
<PAGE> 66
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS A) 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 12.03 $ 11.80 $ 11.83 $ 10.62 $ 12.44
Net Investment Income (Loss)......................... 0.68 0.73 0.74 0.76 0.87
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 0.12 0.23 (0.03) 1.21 (1.82)
--------------------------------------------------
Total from Investment Operations..................... 0.80 0.96 0.71 1.97 (0.95)
--------------------------------------------------
Dividends from Net Investment Income................. (0.68) (0.73) (0.74) (0.76) (0.87)
--------------------------------------------------
Total Distributions.................................. (0.68) (0.73) (0.74) (0.76) (0.87)
--------------------------------------------------
Net Asset Value End of Period........................ $ 12.15 $ 12.03 $ 11.80 $ 11.83 $ 10.62
--------------------------------------------------
Total Return(C)...................................... 6.82% 8.39% 6.29% 19.00% 7.81%
Net Assets End of Period (In Thousands).............. $71,609 $68,639 $73,693 $86,224 $84,431
Ratio of Expenses to Average Net Assets.............. 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................ 1.38% 1.46% 1.42% 1.44% 1.35%
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. 5.61% 6.16% 6.35% 6.66% 7.60%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers).......................... 5.53% 6.00% 6.23% 6.52% 7.59%
Portfolio Turnover Rate.............................. 8% 10% 0% 0% 27%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
---------------------------- MAY 1 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 12.02 $ 11.79 $11.83 $11.12
Net Investment Income (Loss).............. 0.61 0.66 0.68 0.44
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 0.12 0.23 (0.04) 0.71
-------------------------------------------------
Total from Investment Operations.......... 0.73 0.89 0.64 1.15
-------------------------------------------------
Dividends from Net Investment Income...... (0.61) (0.66) (0.68) (0.44)
-------------------------------------------------
Total Distributions....................... (0.61) (0.66) (0.68) (0.44)
-------------------------------------------------
Net Asset Value End of Period............. $ 12.14 $ 12.02 $11.79 $11.83
-------------------------------------------------
Total Return(D)........................... 6.24% 7.81% 5.61% 10.47%(B)
Net Assets End of Period (in thousands)... $27,134 $12,285 $5,683 $2,124
Ratio of Expenses to Average Net Assets... 1.85% 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers)...................... 1.93% 2.01% 1.96% 1.91%(A)
Ratio of Net Investment Income to Average Net
Assets................................... 5.00% 5.55% 5.79% 5.64%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)... 4.91% 5.39% 5.68% 5.58%(A)
Portfolio Turnover Rate................... 8% 10% 0% 0%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, MAY 1 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS C) 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period.................. $12.03 $11.63
Net Investment Income (Loss)......................... 0.62 0.46
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 0.11 0.40
---------------------------------
Total from Investment Operations..................... 0.73 0.86
---------------------------------
Dividends from Net Investment Income................. (0.62) (0.46)
---------------------------------
Total Distributions.................................. (0.62) (0.46)
---------------------------------
Net Asset Value End of Period........................ $12.14 $12.03
---------------------------------
Total Return(D)...................................... 6.15% 7.49%(B)
Net Assets End of Period (In Thousands).............. $3,089 $ 498
Ratio of Expenses to Average Net Assets.............. 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................ 1.94% 2.03%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. 4.97% 5.39%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers).......................... 4.88% 5.21%(A)
Portfolio Turnover Rate.............................. 8% 10%(A)
</TABLE>
63
<PAGE> 67
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
ENTERPRISE HIGH-YIELD BOND FUND (CLASS A) 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................... $ 12.35 $ 11.84 $ 11.39 $ 10.72 $ 11.70
Net Investment Income (Loss)........................... 0.94 0.99 0.94 0.99 0.97
Net Realized and Unrealized Gain (Loss) on
Investments........................................... (0.66) 0.51 0.45 0.67 (0.97)
-------------------------------------------------
Total from Investment Operations....................... 0.28 1.50 1.39 1.66 --
-------------------------------------------------
Dividends from Net Investment Income................... (0.94) (0.99) (0.94) (0.99) (0.98)
Distributions from Capital Gains....................... (0.16) -- -- -- --
-------------------------------------------------
Total Distributions.................................... (1.10) (0.99) (0.94) (0.99) (0.98)
-------------------------------------------------
Net Asset Value, End of Period......................... $ 11.53 $ 12.35 $ 11.84 $ 11.39 $ 10.72
-------------------------------------------------
Total Return(C)........................................ 2.29% 13.18% 12.78% 16.00% 0.05%
Net Assets End of Period (In Thousands)................ $72,637 $66,422 $54,129 $52,182 $44,822
Ratio of Expenses to Average Net Assets................ 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net Assets (Excluding
Waivers).............................................. 1.44% 1.47% 1.50% 1.52% 1.45%
Ratio of Net Investment Income to Average Net Assets... 7.72% 8.20% 8.21% 8.80% 8.60%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................ 7.58% 8.03% 8.01% 8.58% 8.52%
Portfolio Turnover Rate................................ 114% 175% 180% 89% 113%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
-------------------------- MAY 1 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 12.35 $ 11.84 $11.39 $11.11
Net Investment Income (Loss)................................ 0.87 0.77 0.88 0.61
Net Realized and Unrealized Gain (Loss) on Investments...... (0.67) 0.51 0.45 0.28
----------------------------------------------
Total from Investment Operations............................ 0.20 1.28 1.33 0.89
----------------------------------------------
Dividends from Net Investment Income........................ (0.87) (0.77) (0.88) (0.61)
Distributions from Capital Gains............................ (0.16) -- -- --
----------------------------------------------
Total Distributions......................................... (1.03) (0.77) (0.88) (0.61)
----------------------------------------------
Net Asset Value, End of Period.............................. $ 11.52 $ 12.35 $11.84 $11.39
----------------------------------------------
Total Return(D)............................................. 1.64% 12.59% 12.16% 8.12%(B)
Net Assets End of Period (In Thousands)..................... $35,495 $19,898 $7,892 $2,951
Ratio of Expenses to Average Net Assets..................... 1.85% 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.99% 2.02% 2.05% 2.09%(A)
Ratio of Net Investment Income to Average Net Assets........ 7.20% 7.51% 7.74% 7.84%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 7.06% 7.35% 7.55% 7.68%(A)
Portfolio Turnover Rate..................................... 114% 175% 180% 89%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 12.35 $11.71
Net Investment Income (Loss)................................ 0.87 0.61
Net Realized and Unrealized Gains (Losses) on Investments... (0.66) 0.64
-------------------------------------
Total from Investment Operations............................ 0.21 1.25
-------------------------------------
Dividends from Net Investment Income........................ (0.87) (0.61)
Distributions from Capital Gains............................ (0.16) --
-------------------------------------
Total Distributions......................................... (1.03) (0.61)
-------------------------------------
Net Asset Value End of Period............................... $ 11.53 $12.35
-------------------------------------
Total Return(D)............................................. 1.72% 10.87%(B)
Net Assets End of Period (In Thousands)..................... $ 5,392 $1,463
Ratio of Expenses to Average Net Assets..................... 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.99% 2.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 7.27% 6.84%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers) 7.13% 6.68%(A)
Portfolio Turnover Rate..................................... 114% 175%(A)
</TABLE>
64
<PAGE> 68
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS A) 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period...................... $ 13.95 $ 13.83 $ 13.99 $ 12.80 $ 14.31
Net Investment Income (Loss)............................. 0.60 0.63 0.64 0.65 0.67
Net Realized and Unrealized Gain (Loss) on Investments... 0.20 0.31 (0.16) 1.21 (1.48)
--------------------------------------------------
Total from Investment Operations......................... 0.80 0.94 0.48 1.86 (0.81)
--------------------------------------------------
Dividends from Net Investment Income..................... (0.60) (0.63) (0.64) (0.65) (0.68)
Distributions from Capital Gains......................... (0.31) (0.19) -- (0.02) (0.02)
--------------------------------------------------
Total Distributions...................................... (0.91) (0.82) (0.64) (0.67) (0.70)
--------------------------------------------------
Net Asset Value End of Period............................ $ 13.84 $ 13.95 $ 13.83 $ 13.99 $ 12.80
--------------------------------------------------
Total Return(C).......................................... 5.92% 6.96% 3.53% 14.85% (5.69)%
Net Assets End of Period (In Thousands).................. $23,710 $23,695 $28,478 $33,626 $34,297
Ratio of Expenses to Average Net Assets.................. 1.10% 1.22% 1.25% 1.25% 1.25%
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................ 1.40% 1.60% 1.41% 1.42% 1.28%
Ratio of Net Investment Income (Loss) to Average Net
Assets.................................................. 4.30% 4.50% 4.64% 4.82% 5.00%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers).............................. 4.00% 4.12% 4.48% 4.65% 4.97%
Portfolio Turnover Rate.................................. 100% 1% 1% 1% 26%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
--------------------------- MAY 1 THROUGH
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 13.95 $13.83 $13.99 $13.44
Net Investment Income (Loss)....................... 0.53 0.55 0.56 0.38
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 0.20 0.31 (0.16) 0.57
-----------------------------------------------
Total from Investment Operations................... 0.73 0.86 0.40 0.95
-----------------------------------------------
Dividends from Net Investment Income............... (0.53) (0.55) (0.56) (0.38)
Distributions from Capital Gains................... (0.31) (0.19) -- (0.02)
-----------------------------------------------
Total Distributions................................ (0.84) (0.74) (0.56) (0.40)
-----------------------------------------------
Net Asset Value End of Period...................... $ 13.84 $13.95 $13.83 $13.99
-----------------------------------------------
Total Return(D).................................... 5.33% 6.36% 2.96% 7.18%(B)
Net Assets End of Period (In Thousands)............ $ 4,451 $2,883 $2,037 $ 912
Ratio of Expenses to Average Net Assets............ 1.65% 1.76% 1.80% 1.80%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers).......................................... 1.96% 2.16% 1.96% 1.98%(A)
Ratio of Net Investment Income to Average Net
Assets............................................ 3.71% 3.94% 4.07% 4.08%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Waivers).................... 3.41% 3.54% 3.92% 3.94%(A)
Portfolio Turnover Rate............................ 100% 1% 1% 1%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, MAY 1 THROUGH
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS C) 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 13.95 $13.68
Net Investment Income (Loss)................................ 0.53 0.36
Net Realized and Unrealized Gain (Loss) on Investments...... 0.20 0.46
--------------------------------
Total from Investment Operations............................ 0.73 0.82
--------------------------------
Dividends from Net Investment Income........................ (0.53) (0.36)
Distributions from Capital Gains............................ (0.31) (0.19)
--------------------------------
Total Distributions......................................... (0.84) (0.55)
--------------------------------
Net Asset Value End of Period............................... $ 13.84 $13.95
--------------------------------
Total Return(D)............................................. 5.34% 6.14%(B)
Net Assets End of Period (In Thousands)..................... $ 777 $ 184
Ratio of Expenses to Average Net Assets..................... 1.65% 1.67%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.93% 2.34%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 3.71% 3.99%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 3.43% 3.32%(A)
Portfolio Turnover Rate..................................... 100% 1%(A)
</TABLE>
65
<PAGE> 69
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
------------------------------------------ OCTOBER 1 THROUGH
ENTERPRISE MANAGED FUND (CLASS A) 1998 1997 1996 1995 DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 9.25 $ 7.97 $ 6.70 $ 4.91 $ 5.00
Net Investment Income (Loss)................................ 0.06 0.04 0.06 0.04 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 0.58 1.64 1.41 1.81 (0.09)
---------------------------------------------------------------
Total from Investment Operations............................ 0.64 1.68 1.47 1.85 (0.08)
---------------------------------------------------------------
Dividends from Net Investment Income........................ (0.05) (0.04) (0.06) (0.03) (0.01)
Distributions from Capital Gains............................ (0.58) (0.36) (0.14) (0.03) --
---------------------------------------------------------------
Total Distributions......................................... (0.63) (0.40) (0.20) (0.06) (0.01)
---------------------------------------------------------------
Net Asset Value End of Period............................... $ 9.26 $ 9.25 $ 7.97 $ 6.70 $ 4.91
---------------------------------------------------------------
Total Return(C)............................................. 7.05% 21.05% 22.08% 37.68% (1.58)%(B)
Net Assets End of Period (In Thousands)..................... $175,084 $156,608 $101,022 $47,839 $7,872
Ratio of Expenses to Average Net Assets..................... 1.50% 1.49% 1.57% 1.75% 1.75%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.50% 1.49% 1.57% 1.90% 3.71%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.57% 0.47% 1.12% 1.09% 1.30%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.57% 0.47% 1.12% 0.94% (0.32)%(A)
Portfolio Turnover Rate..................................... 43% 28% 33% 26% 27%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
------------------------------- MAY 1 THROUGH
ENTERPRISE MANAGED FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 9.19 $ 7.93 $ 6.68 $ 5.68
Net Investment Income (Loss)................................ -- (0.01) 0.02 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 0.57 1.63 1.41 1.05
---------------------------------------------------
Total from Investment Operations............................ 0.57 1.62 1.43 1.06
---------------------------------------------------
Dividends from Net Investment Income........................ (0.01) -- (0.04) (0.03)
Distributions from Capital Gains............................ (0.58) (0.36) (0.14) (0.03)
---------------------------------------------------
Total Distributions......................................... (0.59) (0.36) (0.18) (0.06)
---------------------------------------------------
Net Asset Value End of Period............................... $ 9.17 $ 9.19 $ 7.93 $ 6.68
---------------------------------------------------
Total Return(D)............................................. 6.31% 20.45% 21.50% 18.38%(B)
Net Assets End of Period (In Thousands)..................... $161,552 $110,213 $57,037 $16,792
Ratio of Expenses to Average Net Assets..................... 2.05% 2.04% 2.13% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.05% 2.04% 2.13% 2.45%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.02% (0.09)% 0.52% 0.31%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.02% (0.09)% 0.52% 0.14%(A)
Portfolio Turnover Rate..................................... 43% 28% 33% 26%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE MANAGED FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 9.21 $ 8.24
Net Investment Income (Loss)................................ (0.01) --
Net Realized and Unrealized Gain (Loss) on Investments...... 0.49 1.38
-------------------------------------
Total from Investment Operations............................ 0.48 1.38
-------------------------------------
Dividends from Net Investment Income........................ (0.02) (0.05)
Distributions from Capital Gains............................ (0.58) (0.36)
-------------------------------------
Total Distributions......................................... (0.60) (0.41)
-------------------------------------
Net Asset Value End of Period............................... $ 9.09 $ 9.21
-------------------------------------
Total Return(D)............................................. 5.36% 16.74%(B)
Net Assets End of Period (In Thousands)..................... $11,654 $ 3,614
Ratio of Expenses to Average Net Assets..................... 2.05% 2.06%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.05% 2.06%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.02% (0.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.02% (0.18)%(A)
Portfolio Turnover Rate..................................... 43% 28%(A)
</TABLE>
66
<PAGE> 70
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
ENTERPRISE MONEY MARKET FUND (CLASS A) 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)............... 0.05 0.05 0.04 0.05 0.03
----------------------------------------------------
Total from Investment Operations........... 0.05 0.05 0.04 0.05 0.03
----------------------------------------------------
Dividends from Net Investment Income....... (0.05) (0.05) (0.04) (0.05) (0.03)
----------------------------------------------------
Total Distributions........................ (0.05) (0.05) (0.04) (0.05) (0.03)
----------------------------------------------------
Net Asset Value End of Period.............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------
Total Return............................... 5.04% 4.69% 4.51% 5.05% 3.34%
Net Assets End of Period (In Thousands).... $140,490 $68,466 $59,074 $40,325 $32,334
Ratio of Expenses to Average Net Assets.... 0.64% 1.00% 1.00% 1.00% 1.00%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)....................... 0.64% 1.24% 1.18% 1.35% 1.33%
Ratio of Net Investment Income (Loss) to
Average Net Assets........................ 4.91% 4.59% 4.42% 4.92% 3.30%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers).... 4.91% 4.35% 4.24% 4.57% 3.08%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
----------------------------- MAY 1 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)................................ 0.05 0.04 0.04 0.03
---------------------------------------------------
Total from Investment Operations............................ 0.05 0.04 0.04 0.03
---------------------------------------------------
Dividends from Net Investment Income........................ (0.05) (0.04) (0.04) (0.03)
---------------------------------------------------
Total Distributions......................................... (0.05) (0.04) (0.04) (0.03)
---------------------------------------------------
Net Asset Value End of Period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------
Total Return(D)............................................. 5.04% 4.11% 3.94% 2.95%(B)
Net Assets End of Period (In Thousands)..................... $10,147 $5,980 $1,344 $ 394
Ratio of Expenses to Average Net Assets..................... 0.64% 1.55% 1.55% 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 0.64% 1.79% 1.73% 1.88%(A)
Ratio of Net Investment Income to Average (Loss) Net
Assets..................................................... 4.91% 4.09% 3.85% 4.23%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 4.91% 3.85% 3.68% 3.90%(A)
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
YEAR ENDED MAY 1 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS C) DECEMBER 31, 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 1.00 $ 1.00
Net Investment Income (Loss)................................ 0.05 0.02
-------------------------------------
Total from Investment Operations............................ 0.05 0.02
-------------------------------------
Dividends from Net Investment Income........................ (0.05) (0.02)
-------------------------------------
Total Distributions......................................... (0.05) (0.02)
-------------------------------------
Net Asset Value End of Period............................... $ 1.00 $ 1.00
-------------------------------------
Total Return(D)............................................. 5.04% 2.86%(B)
Net Assets End of Period (In Thousands)..................... $4,680 $1,021
Ratio of Expenses to Average Net Assets..................... 0.63% 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 0.63% 1.85%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 4.90% 4.15%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 4.90% 3.85%(A)
</TABLE>
67
<PAGE> 71
FOR MORE INFORMATION
The following documents contain more information about the Funds and are
available free of charge upon request:
Annual/Semi-annual Reports. Contain financial statements, performance
data and information on portfolio holdings. The annual report also contains
a written analysis of market conditions and investment strategies that
significantly affected a Fund's performance during the last fiscal year.
Statement of Additional Information (SAI). Contains additional
information about the Funds' policies, investment restrictions and business
structure. This prospectus incorporates the SAI by reference.
You may obtain copies of these documents or ask questions about the Funds
by contacting:
The Enterprise Group of Funds, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 450
Atlanta, Georgia 30326
1-800-368-3527
or by calling your broker or financial advisor. A copy of the prospectus is also
available on the Funds' web site at www.enterprisefunds.com.
Information about the Funds (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission,
Washington, D.C. Call (800) SEC-0330 for information on the operation of the
Public Reference Room. Information about the Funds is also available on the
Securities and Exchange Commission's web-site at http://www.sec.gov and copies
may be obtained upon payment of a duplicating fee by writing the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549-6009. You also may obtain additional information about the Funds by
visiting the Enterprise Group of Funds, Inc.'s website (www.enterprisefunds.com)
and 24-hour Shareholder information by calling 1-800-821-9540.
You should rely only on the information contained in this prospectus. No
one is authorized to provide you with any different information.
INVESTMENT COMPANY ACT
File No. 811-01582
<PAGE> 72
<TABLE>
<S> <C>
(ENTERPRISE LOGO)
Mail to: The Enterprise Group of Funds, Inc.
P.O. Box 419731
Kansas City, MO 64141-6731
Make check payable to: The Enterprise Group of Funds, Inc.
The Funds do not accept money orders.
For assistance call Enterprise Shareholder Services:
1-800-368-3527
</TABLE>
NEW ACCOUNT APPLICATION
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
LOGO TYPE OF ACCOUNT (PLEASE PRINT OR TYPE)
[ ] JOINT
[ ] INDIVIDUAL
SSN# ---------------------------------------
Name ---------------------------------------------
Joint Registrant (if any)
Name ---------------------------------------------
(Note: Use only the social security number of the first listed joint tenant)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
[ ] UNIFORM GIFT TO MINORS or [ ] UNIFORM TRANSFER TO MINORS
Name of Adult Custodian (only one permitted) ---------------------------------------------------
Name of Minor (only one permitted) -------------------------------------------------------------
Minor's Date of Birth ----------------------- Minor's Social Security Number -------------------
under the ------------------------------ Uniform Gifts/Transfers to Minors Act
State of Residence of Minor
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
[ ] CORPORATION [ ] PARTNERSHIP Taxpayer ID# -------------------------
or
[ ] TRUST [ ] OTHER Social Security # --------------------
Name of Corporation, Partnership, Trust or Other -----------------------------------------------
-----------------------------------------------
Name of Trustee(s) (if Trust)-------------------------------------------------------------------
Date of Trust Agreement (if Trust) -------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
LOGO MAILING ADDRESS
Street or PO Box -------------------------------------------------------------------------------
City -------------------------------------- State ------------------ Zip Code ----------------
Daytime Telephone -------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
LOGO INVESTMENT INFORMATION (IF NO CLASS INDICATED, INVESTMENT WILL BE MADE IN CLASS A SHARES)
TOTAL DOLLARS INVESTED $ __________ ($1000 MINIMUM PER CLASS PER FUND)
CLASS OF SHARES (CHECK ONE)
A B C
Growth [ ] [ ] [ ]
$ ____________ or ____ %
Growth and Income [ ] [ ] [ ]
$ ____________ or ____ %
Equity [ ] [ ] [ ]
$ ____________ or ____ %
Equity Income [ ] [ ] [ ]
$ ____________ or ____ %
Capital Appreciation [ ] [ ] [ ]
$ ____________ or ____ %
Small Company Growth [ ] [ ] [ ]
$ ____________ or ____ %
Small Company Value [ ] [ ] [ ]
$ ____________ or ____ %
International Growth [ ] [ ] [ ]
$ ____________ or ____ %
Government Securities [ ] [ ] [ ]
$ ____________ or ____ %
High-Yield Bond [ ] [ ] [ ]
$ ____________ or ____ %
Tax-Exempt Income [ ] [ ] [ ]
$ ____________ or ____ %
Managed [ ] [ ] [ ]
$ ____________ or ____ %
Money Market [ ] [ ] [ ]
$ ____________ or ____ %
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 73
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO RIGHT OF ACCUMULATION DISCOUNT
The following previously established Class A Enterprise Fund
Accounts qualify for inclusion with the account established
hereby under the Cumulative Right of Accumulation Discount
provisions of the Prospectus for a reduced sales charge.
Account number(s) and registration:
1. ---------------------------------------------------------
2. ---------------------------------------------------------
3. ---------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO LETTER OF INTENT -- OPTIONAL
(see terms and conditions in Prospectus) Class A Shares only
Although I am not obligated to do so, it is my intention to
invest over a 13 month period in shares of one or more of
the above Funds an aggregate amount of at least equal to
that which is checked below:
[ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
or more
Each purchase will be made at the then reduced offering
price applicable to the amount checked above, as described
in the Prospectus. By completing this Letter of Intent and
signing this application below, I agree to the terms and
conditions of the Letter of Intent and Escrow Account set
forth in the Prospectus.
In making purchases under this letter, the following are the
related accounts on which reduced offering prices are to
apply:
Account number(s) and registration:
1. ---------------------------------------------------------
2. ---------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
LOGO DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS
[ ] All distributions automatically reinvested
[ ] Income in cash, capital gains reinvested
[ ] Income reinvested, capital gains in cash
[ ] All distributions in cash by check
[ ] All distributions in cash, sent to bank account of record
(must complete Section 11)
Invest my income/capital gains (please circle one or both)
From the --------------------------- Fund(s)
Into the --------------------------- Fund (this account is
subject to the $1,000 minimum)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
LOGO TELEPHONE EXCHANGE PRIVILEGE AND/OR TELEPHONE REDEMPTION PRIVILEGE
Unless indicated below, I authorize the Transfer Agent to accept instructions from any person to exchange or
redeem shares in my account(s) by telephone, in accordance with the procedures and conditions set forth in
the Enterprise Funds current Prospectus. I understand that the exchange privilege is only available for
exchanges within the same class of shares.
[ ] I DO NOT WANT THE TELEPHONE EXCHANGE [ ] I DO NOT WANT THE TELEPHONE REDEMPTION
PRIVILEGE PRIVILEGE
Redemptions by telephone must be for an amount less than $50,000 and will be sent by check via U.S. Mail to
the address of record, or sent to the bank of record, if Section 7 is completed with bank instructions.
Redemptions of Class B and C shares may be subject to a contingent deferred sales charge, as set forth in
the Enterprise Funds Prospectus.
Neither the Fund nor the Transfer Agent will be liable for properly acting upon telephone instructions
believed to be genuine. Should the Fund or its Transfer Agent fail to utilize reasonable procedures, it may
be liable for any losses due to unauthorized or fraudulent instructions.
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO SIGNATURES
The undersigned warrants that I (we) have full authority to
make this application, am (are) of legal age and have
received and read a current Prospectus and agree to its
terms. I (we) certify that the information provided on this
form is correct and complete.
Unless indicated by the box below, the account owner is not
subject to backup withholding.
[ ] The undersigned is subject to backup withholding.
NOTE: Do not check this box indicating that you are subject
to backup withholding unless you have received such notice
from the Internal Revenue Service.
----------------------------------------------------------------------
Signature of Individual, Custodian or Trustee Date
----------------------------------------------------------------------
Signature of Joint Registrant, if any Date
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO TO BE COMPLETED BY BROKER OR DEALER
Registered Representative Name ---------------------------------------
Representative Number ------------------------------------------------
Broker/Dealer Name ---------------------------------------------------
Branch Address -------------------------------------------------------
-------------------------------------------------------
Branch Telephone Number ( ) --------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 74
OPTIONAL FEATURES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO AUTOMATIC BANK DRAFT PLAN
With this plan, Enterprise will transfer money by ACH from
your bank account to your Enterprise Fund account(s) on a
monthly basis. The automatic bank draft plan is subject to a
$100 minimum initial investment and a $25 minimum subsequent
investment per Fund.
These investments should begin --------------- (month) --------------- (day)
[ ] Invest $ ------------------ into the ------------------ Fund
[ ] Invest $ ------------------ into the ------------------ Fund
[ ] Invest $ ------------------ into the ------------------ Fund
[ ] Invest $ ------------------ into the ------------------ Fund
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO BANK ACCOUNT OF RECORD
[ ] I DO NOT want the bank of the purchase check established
as the bank of record. If bank of record is different,
Please attach VOIDED check.
Bank Name ------------------------------------------------------------
Bank Address ---------------------------------------------------------
City --------------------------- State------------- Zip Code ---------
Bank ABA # ------------------------ Bank Account # -------------------
Account Name ---------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO AUTOMATIC DOLLAR COST AVERAGING PLAN
With this plan, Enterprise will transfer money directly from
your Enterprise account into whichever Enterprise Funds you
choose. This plan is subject to a $1,000 balance in the Fund
that is to be debited. You may choose to have $50 or more
transferred within the same class of shares to either an
established Enterprise Fund, or you may open a new account
subject to an initial minimum of $100.
My --------------- Fund account should be debited beginning
------------ (month) --------------- (day)
[ ] Invest $ --------------- into the ------------------ Fund
[ ] Invest $ --------------- into the ------------------ Fund
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO CHECKWRITING (OPTIONAL -- ENTERPRISE CLASS A MONEY MARKET
FUND ONLY)
(Subject to a $5,000 minimum investment and $500 minimum per
check)
If you wish to have checkwriting privileges, complete and
sign below.
Account Name ---------------------------------------------------------
(must be the same as Shareholder Account Registration)
Authorized Signature(s) ----------------------------------------------
----------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Check one:
--------------- All signatures required
--------------- One signature is required
--------------- Shareholder is a Trust, Corporation or
other organization
--------------- Total number of signatures required
In signing this signature card, the signator(s) signifies his/her
agreement to be subject to the rules and regulations of State Street
Bank and Trust Company pertaining thereto and as amended from time to
time and subject to the conditions printed in the Prospectus.
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 75
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO SYSTEMATIC WITHDRAWAL PLAN
This plan makes it easy for you to receive regular income
from your investment, have checks deposited into your bank
account, or have this income sent to a third party. Minimum
account balance of $5,000 is required. For additional
information, please see the Prospectus.
I wish to open a systematic withdrawal account:
[ ] In a new account established with this application
[ ] In an existing account
-----------------------------------------------------------
Fund, account number and registration
Please redeem sufficient shares on the 15(th) day of the
month or the preceding business day ($100 minimum).
Quarterly and annual withdrawals will be processed on the
15th day or the preceding business day of the month
following the quarter or year end.
[ ] Monthly amount of $ ------------------
[ ] Quarterly amount of $ ------------------
[ ] Annual amount of $ --------------------
</TABLE>
<TABLE>
<S> <C>
Check one:
[ ] Send checks to the address of registration.
[ ] Deposit checks into my bank account. (Section 11 of this
application must be completed.)
[ ] Send checks to the following third party:
------------------------------------------------------------
First Name Middle Initial Last Name
------------------------------------------------------------
Street Address
------------------------------------------------------------
City State Zip Code
------------------------------------------------------------
Your Signature (as on account)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
LOGO SIGNATURES
The undersigned warrants that I (we) have full authority to
elect the above options for my Enterprise Account. If this
is a new account, this page must accompany a new account
application. If this is an existing account, please list the
account number below:
------------------------------------------------------------
Enterprise Account number and registration
------------------------------------------------------------
Signature of Individual, Custodian or Trustee Date
------------------------------------------------------------
Signature of Joint Registrant, if any Date
</TABLE>
<TABLE>
<S> <C>
NOTE:
IF THIS CHECKWRITING CARD (SEE REVERSE) IS SIGNED BY MORE DEPOSITOR(S) HEREBY AUTHORIZE THE ACCOUNT OR ITS REDEMPTION
THAN ONE PERSON, ALL CHECKS WILL REQUIRE ONLY ONE OF THE AGENT TO HONOR REDEMPTION REQUESTS PRESENTED IN THE ABOVE
SIGNATURES APPEARING EXACTLY AS ABOVE UNLESS OTHERWISE MANNER BY THE AGENT. THE ACCOUNT AND ITS REDEMPTION AGENT
INDICATED. EACH PERSON GUARANTEES THE GENUINENESS OF THE WILL NOT BE LIABLE FOR ANY LOSS, EXPENSE, COST OR DAMAGE
OTHER'S SIGNATURE. CHECKS MAY NOT BE FOR LESS THAN $500. ARISING OUT OF CHECK REDEMPTION. SHARES OF THE ACCOUNT WHICH
CANCELLED CHECKS WILL BE RETURNED ONCE MONTHLY FOLLOWING THE WERE PURCHASED BY CHECK WITHIN FIFTEEN (15) CALENDAR DAYS
MONTH IN WHICH THEY ARE CLEARED BY THE AGENT. WILL NOT BE REDEEMED UNTIL THE END OF SUCH TIME PERIOD. THE
AGENT HAS THE RIGHT NOT TO HONOR CHECKS IN AMOUNTS EXCEEDING
STATE STREET BANK AND TRUST COMPANY IS HEREBY APPOINTED THE VALUE OF THE DEPOSITOR(S) SHAREHOLDER ACCOUNT AT THE
AGENT (AGENT) BY THE PERSON(S) SIGNING THIS CARD (THE TIME THE CHECK IS PRESENTED FOR PAYMENT. IF YOUR ACCOUNT IS
"DEPOSITOR(S)") AND, AS AGENT, IS AUTHORIZED AND DIRECTED TO SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE, PLEASE SEE
PRESENT CHECKS DRAWN ON THIS CHECKING ACCOUNT TO THE THE PROSPECTUS FOR ADDITIONAL TERMS AND CONDITIONS.
DESIGNATED FUND ("ACCOUNT") OR ITS REDEMPTION AGENT AND AS THE AGENT RESERVES THE RIGHT TO CHANGE, MODIFY OR TERMINATE
REQUESTS TO REDEEM SHARES OF THE ACCOUNT REGISTERED IN THE THIS CHECKING ACCOUNT AT ANY TIME UPON NOTIFICATION MAILED
NAME OF THE DEPOSITOR(S) IN THE AMOUNTS OF SUCH CHECKS AND TO THE ADDRESS OF RECORD OF THE DEPOSITOR(S).
TO DEPOSIT THE PROCEEDS OF SUCH REDEMPTIONS. THE AGENT SHALL
BE LIABLE ONLY FOR ITS OWN NEGLIGENCE.
</TABLE>
<PAGE> 76
The Enterprise Group of Funds
Investment Advisor
Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022
Distributor
Enterprise Fund Distributors, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022
Telephone: 800-432-4320
Custodian
State Street Bank and Trust Company
Boston, MA
Transfer Agent
National Financial Data Services, Inc.
330 W. 9th Street
Kansas City, MO 64105
Telephone: 800-368-3527
Independent Accountants
PricewaterhouseCoopers LLP
Atlanta, GA
Member - Investment Company Institute
<PAGE> 77
(OUTSIDE BACK COVER)
FOR MORE INFORMATION
The following documents contain more information about the Funds and
are available free of charge upon request:
ANNUAL/SEMI-ANNUAL REPORTS. Contain financial
statements, performance data and information on
portfolio holdings. The annual report also contains
a written analysis of market conditions and
investment strategies that significantly affected a
Fund's performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI). Contains
additional information about the Funds' policies,
investment restrictions and business structure. This
prospectus incorporates the SAI by reference.
You may obtain copies of these documents or ask questions about the
Funds by contacting:
Enterprise Group of Funds, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 450
Atlanta, Georgia 30326
1-800-368-3527
or by calling your broker or financial advisor.
Information about the Funds (including the SAI) can be reviewed and
copied at the Public Reference Room of the Securities and Exchange Commission,
Washington, D.C. Call (800) SEC-0330 for information on the operation of the
Public Reference Room. Information about the Funds is also available on the
Securities and Exchange Commission's web-site at http://www.sec.gov and copies
may be obtained upon payment of a duplicating fee by writing the Public
Reference Section of the Securities and Exchange Commission, Washington, D.C.
20549-6009. You also may obtain additional information about the Funds by
visiting the Enterprise Group of Funds, Inc.'s website
(www.enterprisefunds.com) and 24-hour Shareholder Information by calling
1-800-821-9540.
You should rely only on the information contained in this prospectus.
No one is authorized to provide you with any different information.
<PAGE> 78
THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS
CLASS Y SHARES
DATED MAY 3, 1999
Equity Funds
Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund
Income Funds
Government Securities Fund
High-Yield Bond Fund
Tax-Exempt Income Fund
Flexible Fund
Managed Fund
Money Market Fund
Money Market Fund
This prospectus contains information you should know before investing, including
information about risks. Please read it before you invest and keep it for future
reference.
The Securities and Exchange Commission has not determined that the information
in this prospectus is accurate or complete, nor has it approved or disapproved
these securities. It is a criminal offense to state otherwise.
<PAGE> 79
TABLE OF CONTENTS
<TABLE>
<S> <C>
Introduction................................................................................................... 1
Growth Fund.................................................................................................... 2
Growth and Income Fund......................................................................................... 4
Equity Fund.................................................................................................... 7
Equity Income Fund............................................................................................. 10
Capital Appreciation Fund...................................................................................... 13
Small Company Growth Fund...................................................................................... 16
Small Company Value Fund....................................................................................... 19
International Growth Fund...................................................................................... 22
Global Financial Services Fund................................................................................. 25
Government Securities Fund..................................................................................... 28
High-Yield Bond Fund........................................................................................... 32
Tax-Exempt Income Fund......................................................................................... 36
Managed Fund................................................................................................... 40
Money Market Fund.............................................................................................. 43
Additional Information About the Funds' Investments and Risks.................................................. 46
Equity and Flexible Funds' Investments................................................................. 46
Income Funds' Investments.............................................................................. 46
Money Market Fund's Investments........................................................................ 47
Year 2000.............................................................................................. 47
Euro Conversion........................................................................................ 47
Higher-Risk Securities and Practices........................................................................... 48
Risk Terminology............................................................................................... 50
Shareholder Account Information................................................................................ 51
Dealer Compensation.................................................................................... 51
Purchasing, Redeeming and Exchanging Shares............................................................ 51
Transaction and Account Policies............................................................................... 55
Execution of Requests.................................................................................. 56
Telephone Transactions................................................................................. 56
Exchanges.............................................................................................. 56
Share Certificates..................................................................................... 57
Small Accounts......................................................................................... 57
Dividends, Distributions and Taxes............................................................................. 58
Fund Management................................................................................................ 60
The Investment Advisor................................................................................. 60
The Fund Managers...................................................................................... 61
Financial Highlights........................................................................................... 67
</TABLE>
ii
<PAGE> 80
INTRODUCTION
The Enterprise Group of Funds, Inc. is a mutual fund family that offers
different classes of shares in separate investment portfolios or Funds. This
prospectus relates to Class Y shares of the Funds. The Funds have individual
objectives and strategies to offer investors a broad range of investment
alternatives.
Enterprise Capital Management, Inc. (the "Advisor") is the investment advisor to
each Fund. The Advisor selects a Fund Manager for each Fund's portfolio on the
basis of a number of criteria, including the Fund Manager's reputation,
resources and performance results.
Before investing in any mutual fund, you should consider the general risks
involved. The value of your investment in a Fund is based on the market prices
of the securities the Fund holds. These prices change due to economic and other
events that affect securities markets generally, as well as those that affect
particular companies, industry sectors or governments. These price movements,
sometimes called volatility, will vary depending on the types of securities a
Fund owns and the markets in which these securities trade. In addition, the
investments made by a Fund may underperform the market generally or other mutual
funds with a similar investment objective of that Fund. As with other
investments, you could lose money on your investment in a Fund. Your investment
in a Fund is not a bank deposit. It is not insured or guaranteed by the FDIC or
any government agency. A Fund may not achieve its objective. A Fund's objective
may not be changed without shareholder approval.
1
<PAGE> 81
ENTERPRISE GROWTH FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Capital appreciation
Principal Investments U.S. common stocks of large capitalization
companies
Fund Manager Montag & Caldwell, Inc.
Who May Want to Invest Investors who want the value of their
investment to grow but do not need to
receive income on their investment.
Investment Strategies The Growth Fund invests primarily in U.S.
common stocks. The "Growth at a Reasonable
Price" strategy employed by the Fund
combines growth and value style investing.
This means that the Fund invests in the
stocks of companies with long-term earnings
potential but which are currently selling at
a discount to their estimated long term
value. The Fund's equity selection process
is generally lower risk than a typical
growth stock approach. Valuation is the key
selection criterion which makes the
investment style risk averse. Also
emphasized are growth characteristics to
identify companies whose shares are
attractively priced and may experience
strong earnings growth relative to other
companies.
Principal Risks As a result of investing primarily in
U.S. common stocks, the Fund is subject to
the risk that stock prices will fall over
short or extended periods of time. Stock
markets tend to move in cycles, with
periods of rising prices and periods of
falling prices. This price volatility is
the principal risk of investing in the
Fund.
</TABLE>
Performance Information
The bar chart and the performance table illustrate the volatility of an
investment in the Fund and give some indication of the risk. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.
This bar chart shows changes in the performance of the Fund's Class Y
shares from year to year.
<TABLE>
<S> <C>
32.40% 32.09%
1997 1998
</TABLE>
Best Quarter Worst Quarter
27.52% -13.92%
(December 31, 1998) (September 30, 1998)
2
<PAGE> 82
<TABLE>
<CAPTION>
Average Annual Total Returns (as of the Past One Return Since
calendar year ended December 31, 1998) Year Inception(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
Enterprise Growth Fund Class Y 32.09% 36.09%
- --------------------------------------------------------------------------------
S&P 500(2) 28.57% 33.45%
- --------------------------------------------------------------------------------
</TABLE>
1. Inception date for Class Y shares is August 31, 1996.
2. This unmanaged broad-based index includes 500 companies which tend to be
leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and does
not pay commissions or expenses. If an index had expenses, its performance
would be lower. One cannot invest directly in an index.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table are shown as a percentage of
the Fund's net assets. These expenses are deducted from Fund assets.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the Fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold Fund shares)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.28%
-----
Total Annual Fund Operating Expenses 1.03%
</TABLE>
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $105 $328 $569 $1,259
If you do not redeem your shares:
Class Y $105 $328 $569 $1,259
</TABLE>
3
<PAGE> 83
ENTERPRISE GROWTH AND INCOME FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Total return through capital appreciation
with income as a secondary consideration
Principal Investments Broadly diversified group of U.S. common
stocks of large capitalization companies
Fund Manager Retirement System Investors Inc.
Who May Want to Invest Investors who want the value of their
investment to grow with the potential
of receiving dividend income
Investment Strategies The Growth and Income Fund invests
primarily in U.S. common stocks of large
capitalization companies. The Fund selects
stocks that will appreciate in value,
seeking to take advantage of temporary stock
price inefficiencies, which may be caused by
market participants focusing heavily on
short-term developments. In selecting stocks
for the Fund, the Fund Manager employs a
"value- oriented" strategy. This means that
the Fund Manager attempts to identify stocks
of companies that have greater value than is
recognized by the market generally. The Fund
Manager considers a number of factors, such
as sales, growth and profitability prospects
for the economic sector and markets in which
the company operates and sells its
products and services, the company's stock
market price, earnings level and projected
earnings growth rate. The Fund Manager also
considers current and projected dividend
yields. The Fund Manager compares this
information to that of other companies in
determining relative value and dividend
potential.
Principal Risks The Fund invests primarily in U.S.
common stocks. As a result, the Fund is
subject to the risk that stock prices will
fall over short or extended periods of
time. Stock markets tend to move in cycles,
with periods of rising prices and periods
of falling prices. This price volatility is
the principal risk of investing in the
Fund.
</TABLE>
Performance Information
The bar chart and the performance table illustrate the volatility of an
investment in the Fund and give some indication of the risk. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.
This bar chart shows changes in the performance of the Fund's Class Y
shares from year to year.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
5.11% 16.00% 5.75% 36.20% 24.46% 27.65% 17.08%
1992 1993 1994 1995 1996 1997 1998
</TABLE>
4
<PAGE> 84
<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
19.50% -12.40%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1998)
Average Annual Total Returns
(as of the calendar year ended Past One Past Five Return Since Inception (1)
December 31, 1998) Year Years --------------------------
<S> <C> <C> <C>
Enterprise Growth and Income
Fund Class Y 17.08% 21.79% 18.79%
S&P 500(2) 28.57% 24.06% 19.20%
</TABLE>
1. Inception for Class Y shares is May 31, 1991.
2. This unmanaged broad-based index includes 500 companies which tend to
be leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and
does not pay commissions or expenses. If an index had expenses, its
performance would be lower. One cannot invest directly in an index.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Adviser has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.73%
Total Annual Operating Expenses 1.48%
Less Expense Reimbursements [0.43%]
-----
Net Annual Fund Operating Expenses 1.05%
</TABLE>
5
<PAGE> 85
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $107 $426 $767 $1,732
If you do not redeem your shares:
Class Y $107 $426 $767 $1,732
</TABLE>
6
<PAGE> 86
ENTERPRISE EQUITY FUND
FUND PROFILE
Investment Objective Long-term capital appreciation
Principal Investments U.S. common stocks
Fund Manager OpCap Advisors
Who May Want To Invest Investors who want the value of their
investment to grow but do not need to
receive income on their investment.
Investment Strategies The Equity Fund invests primarily in U.S.
common stocks of companies that meet the
Fund Manager's criteria of high return on
investment capital, strong positions within
their industries, sound financial
fundamentals and management committed to
shareholder interests. The Fund Manager
selects companies with one or more of the
following characteristics: substantial and
growing discretionary cash flow, strong
shareholder value-oriented management,
valuable consumer or commercial franchises,
high return on capital, favorable price to
intrinsic value, and under-valued assets.
The Fund Manager also imposes a strict sell
discipline to sell the stock once it rises
close to the target price established by the
Fund Manager.
Principal Risks The Fund invests primarily in U.S.
common stocks. As a result, the Fund is
subject to the risk that stock prices will
fall over short or extended periods of
time. Stock markets tend to move in cycles,
with periods of rising prices and periods
of falling prices. This price volatility is
the principal risk of investing in the
Fund.
7
<PAGE> 87
Performance Information:
Information about Fund performance is not provided due to the fact
that the Fund does not have returns for a full calendar year.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration
and custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
Annual Fund Operating Expenses (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 1.51%
Total Annual Operating Expenses 2.26%
Less Expense Reimbursements [1.13%]
-----
Net Annual Fund Operating Expenses 1.13%
</TABLE>
8
<PAGE> 88
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $115 $598 $1,107 $2,507
If you do not redeem your shares:
Class Y $115 $598 $1,107 $2,507
</TABLE>
9
<PAGE> 89
ENTERPRISE EQUITY INCOME FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective A combination of growth and income to achieve an above-average
and consistent total return
Principal Investments Dividend-paying U.S. common stocks
Fund Manager 1740 Advisers, Inc.
Who May Want To Invest Investors who want the value of their
investment to grow, with the potential
of receiving dividend income.
Investment Strategies The Equity Income Fund invests primarily in dividend-paying U.S. common stocks. The goal is
capital appreciation combined with a high level of current income. Dividend yield relative
to the S&P 500 average is used as a discipline and measure of value in selecting stocks for
the Fund. To qualify for a purchase, a stock's yield must be greater than the S&P 500's
average dividend yield. The stock must be sold within two quarters after its dividend yield
falls below that of the S&P average. The effect of this discipline is that a stock will be
sold if increases in its annual dividends do not keep pace with increases in its market
price.
Principal Risks The Fund invests primarily in U.S. common stocks. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods of
time. Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. This price volatility is the principal risk of investing in the
Fund.
</TABLE>
Performance Information
Information about Fund performance is not provided due to the fact
that the Fund does not have returns for a full calendar year.
10
<PAGE> 90
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.38%
Total Annual Operating Expenses 1.13%
Less Expense Reimbursements [0.08%]
-------
Net Annual Fund Operating Expenses 1.05%
</TABLE>
11
<PAGE> 91
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $107 $351 $615 $1,367
If you do not redeem your shares:
Class Y $107 $351 $615 $1,367
</TABLE>
12
<PAGE> 92
ENTERPRISE CAPITAL APPRECIATION FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Maximum capital appreciation
Principal Investments U.S. common stocks of companies that demonstrate accelerating
earnings momentum and consistently strong financial characteristics
Fund Manager Provident Investment Counsel, Inc.
Who May Want to Invest Investors who want the value of their investment to grow but do not
need to receive income on their investment and are willing to accept the
increased risk associated with more aggressive investment strategies.
Investment Strategies The Capital Appreciation Fund invests in U.S. common stocks of
companies that demonstrate accelerating earnings momentum and
consistently strong financial characteristics. The Fund Manager's
criteria for stock selection include: (a) steadily increasing earnings;
and (b) a three-year performance record of sales, earnings, dividend
growth, pretax margins, return on equity and reinvestment rate which, in
the aggregate, average 1.5 times the average performance of the S&P 500
for the same period. The Fund Manager selects stocks of small, medium
and large capitalization companies in an attempt to achieve an average
capitalization of portfolio companies that is less than the average
capitalization of the S&P 500. The potential for maximum capital
appreciation is the basis for investment decisions; any income is
incidental.
Principal Risks The Fund's investment universe consists of large, medium and small capitalization
common stocks. As a result, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Stock
markets tend to move in cycles, with periods of rising prices and
periods of falling prices. This price volatility is the principal risk of
investing in the Fund. In addition, small- to mid-sized companies
may be more vulnerable to adverse business or economic events
than larger, more established companies. In particular, these
companies may have somewhat limited product lines, markets and
financial resources, and may depend upon a relatively small- to
medium-sized management group.
Performance Information Information about Fund performance is not provided due to the fact that the
Fund does not have returns for a full calendar year.
</TABLE>
13
<PAGE> 93
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table are shown as a percentage of
the Fund's net assets. These expenses are deducted from Fund assets.
14
<PAGE> 94
<TABLE>
<S> <C>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN A FUND) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
Annual Fund Operating Expenses (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.30%
-------
Total Annual Fund Operating Expenses 1.05%
</TABLE>
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $ 107 $ 334 $ 579 $ 1283
If you do not redeem your shares:
Class Y $ 107 $ 334 $ 579 $ 1283
</TABLE>
15
<PAGE> 95
SMALL COMPANY GROWTH FUND
<TABLE>
<CAPTION>
FUND PROFILE
<S> <C>
Investment Objective Capital appreciation
Principal Investments U.S. common stocks of small capitalization companies
Fund Manager William D. Witter, Inc.
Who May Want To Invest Investors who want an increase in the value of their investment
without regard to income; are willing to
accept the increased risk of investing in
small company stocks for the possibility of
higher returns; and want to diversify their
portfolio to include small company stocks.
Investment Strategies The Small Company Growth Fund invests primarily in common
stocks of small capitalization companies with above-average growth
characteristics that are reasonably valued. The Fund Manager uses
a disciplined approach in evaluating growth companies. It relates the
expected growth rate in earnings to the price-earnings ratio of the
stock. Generally, the Fund Manager will not buy a stock if its
price-earnings ratio exceeds its growth rate. By using this valuation
parameter, the Fund Manager believes it moderates some of the
inherent volatility in the small capitalization sector of the market.
Securities will be sold when the Fund Manager believes the stock
price exceeds the valuation criteria, or when the stock appreciates to
a point where it is substantially overweighted in the portfolio, or
when the company no longer meets expectations. The Fund
Manager's goal is to hold a stock for a minimum of one year but this
may not always be feasible and there may be times when short-term
gains or losses will be realized.
Principal Risks The Fund invests primarily in common stocks. As a result, the Fund is subject to
the risk that stock prices will fall over short or extended periods of time.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. This price volatility is the principal risk of investing in
the Fund. In addition, the Fund invests primarily in small-sized companies which
may be more vulnerable to adverse business or economic events than larger, more
established companies. In particular, small-sized companies may have limited
product lines, markets and financial resources, and may depend upon a relatively
small management group.
</TABLE>
Performance Information
The bar chart and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future.
16
<PAGE> 96
This bar chart shows changes in the performance of the Fund's Class Y
shares from year to year.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
16.69% 25.73% 10.37% 39.56% 27.77% 9.95% -3.76%
1992 1993 1994 1995 1996 1997 1998
</TABLE>
Best Quarter Worst Quarter
27.19% -24.36%
(December 31, 1998) (September 30, 1998)
<TABLE>
<CAPTION>
Average Annual Total Returns (as of
the calendar year ended December Past One Past Five Return Since
31, 1998) Year Years Inception 1
- ----------------------------------- -------- --------- ------------
<S> <C> <C> <C>
Enterprise Small Company Growth
Fund Class Y -3.76% 15.80% 18.75%
Russell 2000 2 -2.56% 11.86% 13.74%
</TABLE>
1. Inception date for Class Y shares is May 31, 1991.
2. This unmanaged broad-based index measures the performance of 2,000
small capitalization companies. As of the latest reconstitution, the
average market capitalization was approximately $592.0 million and the
largest company in the index had an approximate market capitalization
of $1,402.7 million. An index does not have an investment advisor and
does not pay commissions or expenses. If an index had expenses, its
performance would be lower. One cannot invest directly in an index.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees None
Other Expenses 1.15%
Total Annual Fund Operating Expenses 2.15%
Less Expense Reimbursements [0.75%]
-------
Net Annual Fund Operating Expenses1 1.40%
</TABLE>
17
<PAGE> 97
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $143 $601 $1,086 $2,424
If you do not redeem your shares:
Class Y $143 $601 $1,086 $2,424
</TABLE>
18
<PAGE> 98
SMALL COMPANY VALUE FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Maximum capital appreciation
Principal Investments U.S. common stocks of small capitalization companies
Fund Manager Gabelli Asset Management Company (GAMCO Investors, Inc.)
Who May Want To Invest Investors who want an increase in the
value of their investment without regard
to income; are willing to accept the
increased risk of investing in small
company stocks for the possibility of
higher returns; and want to diversify their
portfolio to include small company stocks.
Investment Strategies The Small Company Value Fund invests
primarily in common stocks of small
capitalization companies that the Fund
Manager believes are undervalued -- that
is, the stock's market price does not
fully reflect the company's value. The
Fund Manager uses a proprietary research
technique to determine which stocks have a
market price that is less than the "private
market value" or what a private investor
would pay for the company. The Fund Manager
then determines whether there is an
emerging valuation catalyst that will focus
investor attention on the underlying assets
of the company and increase the market
price. Smaller companies may be subject to
a valuation catalyst such as increased
investor attention, takeover efforts or a
change in management.
Principal Risks The Fund invests primarily in common stocks. As a result, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price volatility is
the principal risk of investing in the Fund. In addition, the Fund invests primarily in
small-sized companies which may be more vulnerable to adverse business or economic events than
larger, more established companies. In particular, small-sized companies may have limited
product lines, markets and financial resources, and may depend upon a relatively small
management group.
</TABLE>
Performance Information
The bar chart and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future.
This bar chart shows changes in the performance of the Fund's Class Y
shares from year to year.
19
<PAGE> 99
<TABLE>
<S> <C> <C>
11.83% 44.53% 6.13%
1996 1997 1998
</TABLE>
Best Quarter Worst Quarter
19.21% -16.95%
(June 30, 1997) (September 30, 1998)
<TABLE>
<CAPTION>
Average Annual Total Returns (as of the Past One Return Since
calendar year ended December 31, 1998) Year Inception (1)
- --------------------------------------- -------- -------------
<S> <C> <C>
Enterprise Small Company Value Fund
Class Y 6.13% 17.93%
Russell 2000 (2) -2.56% 14.78%
</TABLE>
1. Inception date for Class Y shares is May 31, 1995.
2. This unmanaged broad-based index measures the performance of 2,000
small capitalization companies. As of the latest reconstitution, the
average market capitalization was approximately $592.0 million and the
largest company in the index had an approximate market capitalization
of $1,402.7 million. An index does not have an investment advisor and
does not pay commissions or expenses. If an index had expenses, its
performance would be lower. One cannot invest directly in an index.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
Annual Fund Operating Expenses (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.64%
Total Annual Operating Expenses 1.39%
Less Expense Reimbursements [0.09%]
-------
Net Annual Fund Operating Expenses 1.30%
</TABLE>
20
<PAGE> 100
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $132 $431 $752 $1,661
If you do not redeem your shares:
Class Y $132 $431 $752 $1,661
</TABLE>
21
<PAGE> 101
ENTERPRISE INTERNATIONAL GROWTH FUND
<TABLE>
<CAPTION>
FUND PROFILE
<S> <C>
Investment Objective Capital appreciation
Principal Investments Non-U.S. equity securities
Fund Manager Vontobel USA Inc.
Who May Want to Invest Investors who want an increase in
the value of their investment without
regard to income; and are willing to accept
the increased risk of international
investing for the possibility of higher
returns.
Investment Strategies The International Growth Fund invests primarily in non-U.S.
equity securities that the Fund Manager believes are undervalued.
The Fund Manager uses an approach that involves bottom-up stock
selection. The Fund Manager looks for companies that are good
predictable businesses selling at attractive prices relative to
an estimate of intrinsic value. The Fund Manager diversifies
investments among European, Australian and Far East ("EAFE") markets.
</TABLE>
22
<PAGE> 102
<TABLE>
<S> <C>
Principal Risks The Fund invests primarily in common stocks of foreign companies.
As a result, the Fund is subject to the risk that stock prices will fall
over short or extended periods of time. Stock markets tend to move
in cycles, with periods of rising prices and periods of falling prices.
This price volatility is the principal risk of investing in the Fund. In
addition, investments in foreign markets may be more volatile than
investments in U.S. markets. Diplomatic, political or economic
developments may cause foreign investments to lose money. The
value of the U.S. dollar may rise, causing reduced returns for U.S.
persons investing abroad. A foreign country may not have the same
accounting and financial reporting standards as the U.S. Foreign
stock markets, brokers and companies are generally subject to less
supervision and regulation than their U.S. counterparts. Emerging
market securities may be even more susceptible to these risks.
</TABLE>
Performance Information
The bar chart and the performance table below illustrate the volatility
of an investment in the Fund and give some indication of the risk. Of course,
the Fund's past performance does not necessarily indicate how the Fund will
perform in the future.
This bar chart shows changes in the performance of the Fund's Class Y
shares from year to year.
<TABLE>
<S> <C> <C>
12.86% 5.21% 14.73%
1996 1997 1998
</TABLE>
Best Quarter Worst Quarter
17.54% -13.79%
(December 31, 1998) (September 30, 1998)
<TABLE>
<CAPTION>
Average Annual Total Returns (as of
the calendar year ended December Past One
31, 1998) Year Return Since Inception (1)
- ----------------------------------- -------- --------------------------
<S> <C> <C>
Enterprise International Growth
Fund Class Y 14.73% 12.22%
MSCI EAFE Index (2) 20.00% 8.49%
</TABLE>
1. Inception date for Class Y shares is July 31, 1995.
2. The Morgan Stanley Capital International Europe, Australia and the Far
East (MSCI EAFE) Index is a market capitalization weighted, equity
index comprised of 1,032 companies that are representative of the
market structure of 20 countries, excluding the United States, Canada
and other regions such as Latin America. Constituent stocks are
selected on the basis of industry representation, liquidity and
sufficient float. One cannot invest directly in an index.
23
<PAGE> 103
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.85%
Distribution and Service (12b-1) Fees None
Other Expenses 0.81%
Total Annual Operating Expenses 1.66%
Less Expense Reimbursements [0.11%]
-------
Net Annual Fund Operating Expenses 1.55%
</TABLE>
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $158 $513 $892 $1,956
If you do not redeem your shares:
Class Y $158 $513 $892 $1,956
</TABLE>
24
<PAGE> 104
GLOBAL FINANCIAL SERVICES FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Capital appreciation
Principal Investments Common stocks of domestic and foreign financial services companies
Fund Manager Sanford C. Bernstein & Co., Inc.
Who May Want To Invest Investors who want an increase in the value of their investment
without regard to income; want investment in the global financial
services sector; and are willing to accept the increased risk of
international investing for the possibility of higher returns.
Investment Strategies The Global Financial Services Fund invests primarily in the domestic and
foreign financial services industry by normally investing in companies
domiciled in the U.S. and in at least three other countries. The Fund
considers a financial services company to be a firm that in its most
recent fiscal year either (i) derived at least 50% of its revenues or
earnings from financial services activities, or (ii) devoted at least 50%
of its assets to such activities. Financial services companies provide
financial services to consumers and businesses and include the following
types of U.S. and foreign firms: commercial banks, thrift institutions
and their holding companies; consumer and industrial finance companies;
diversified financial services companies; investment banks; securities
brokerage and investment advisory firms; financial technology companies;
real estate-related firms; leasing firms; credit card companies;
government sponsored financial enterprises; investment companies;
insurance brokerages; and various firms in all segments of the insurance
industry such as multi- line property and casualty, life insurance
companies and insurance holding companies. The Fund Manager selects
securities by combining fundamental and quantitative research to identify
securities of financial services companies that are attractively priced
relative to their expected returns. Its research analysts employ a
long-term approach to forecasting the earnings and growth potential of
companies and attempt to construct global portfolios that produce maximum
returns at a given risk level.
</TABLE>
25
<PAGE> 105
<TABLE>
<S> <C>
Principal Risks The Fund invests in common stocks of domestic and foreign companies. As a
result, the Fund is subject to the risk that stock prices will fall over
short or extended periods of time. Stock markets tend to move in cycles,
with periods of rising prices and periods of falling prices. This price
volatility is a principal risk of investing in the Fund. In addition,
investments in foreign markets may be more volatile than investments in
U.S. markets. Diplomatic, political or economic developments may cause
foreign investments to lose money. The value of the U.S. dollar may rise,
causing reduced returns for U.S. persons investing abroad. A foreign
country may not have the same accounting and financial reporting
standards as the U.S. Foreign stock markets, brokers and companies are
generally subject to less supervision and regulation than their U.S.
counterparts. Emerging market securities may be even more susceptible to
these risks. Because the Fund concentrates in a single industry sector,
its performance is largely dependent on the sector's performance, which
may differ from that of the overall stock market. Generally, the
financial services industry is extremely sensitive to fluctuations in
interest rates. Moreover, while rising interest rates will cause a
decline in the value of any debt securities the Fund holds, falling
interest rates or deteriorating economic conditions can adversely affect
the performance of financial services companies' stock. Both foreign and
domestic financial services companies are affected by government
regulation or market intervention, which may limit their activities and
affect their profitability. Some financial services companies, e.g.,
insurance companies, are subject to severe market share and price
competition.
Performance Information Information about Fund performance is not provided due to the fact that the
Fund does not have returns for a full calendar year.
</TABLE>
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table are shown as a percentage of
the Fund's net assets. These expenses are deducted from Fund assets. The Advisor
has contractually agreed to limit the Funds' expenses through May 1, 2000, to
the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
</TABLE>
26
<PAGE> 106
<TABLE>
<S> <C>
Annual Fund Operating Expenses (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.85%
Distribution and Service (12b-1) Fees
Other Expenses(1) 1.53%
Total Annual Operating Expenses 2.38%
Less Expense Reimbursements [1.08%]
-------
Net Annual Fund Operating Expenses 1.30%
</TABLE>
- -------------------
(1) Other expenses are based on estimated amounts for the current fiscal year.
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
If you redeem your shares at the end of the period:
Class Y $ 132 $ 639
If you do not redeem your shares:
Class Y $ 132 $ 639
</TABLE>
27
<PAGE> 107
ENTERPRISE GOVERNMENT SECURITIES FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Current income and safety of principal
Principal Investments Securities that are obligations of the U.S. Government, its agencies
or instrumentalities
Fund Manager TCW Funds Management, Inc.
Who May Want to Invest Conservative investors who want to receive income from their
investment
Investment Strategies The Government Securities Fund invests primarily in securities that
are obligations of the U.S. Government, its agencies or
instrumentalities. The Fund's investments may include securities
issued by the U.S. Treasury, such as treasury bills, treasury notes
and treasury bonds. In addition, the Fund may invest in securities
that are issued or guaranteed by agencies and instrumentalities of the
U.S. Government. Securities issued by agencies or instrumentalities
may or may not be backed by the full faith and credit of the United
States. Securities issued by the Government National Mortgage
Association ("GNMA Certificates") are examples of full faith and
credit securities. Agencies or instrumentalities whose securities are
not backed by the full faith and credit of the United States include
Federal National Mortgage Association (FANNIE MAE) and Federal Home Loan
Mortgage Corp. (FREDDIE MAC). To a limited extent, the Fund may invest in
mortgage-backed securities, including collateralized mortgage
obligations ("CMOs"). The Fund may concentrate from time to time
in different U.S. Government securities in order to obtain the highest
available level of current income and safety of principal.
</TABLE>
Principal Risks
The Government Securities Fund invests primarily in U.S. Government
debt securities. As a result, the Fund is subject to the risk that the prices of
debt securities will decline due to rising interest rates. This risk is greater
for long-term debt securities than for short-term debt securities. To the extent
that the Fund invests in mortgage-backed securities, it is subject to additional
risk. A mortgage-backed security pools all interest and principal payments from
the underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgage-backed securities may mature or be paid off before the
stated maturity date. This has a number of drawbacks. First, the Fund may lose
money on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, the Fund cannot predict the maturity of its investment with
certainty. Fourth, the Fund would invest any resulting proceeds elsewhere,
generally at a lower interest rate.
Performance Information:
Information about Fund performance is not provided due to the fact that
the Fund does not have returns for a full calendar year.
28
<PAGE> 108
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table above are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
Annual Fund Operating Expenses (paid indirectly if you hold fund shares)
- ------------------------------
Investment Advisory Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses 0.33%
Total Annual Operating Expenses 0.93%
Less Expense Reimbursements [0.08%]
--------
Net Annual Fund Operating Expenses 0.85%
</TABLE>
30
<PAGE> 109
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $87 $288 $507 $1,136
If you do not redeem your shares:
Class Y $87 $288 $507 $1,136
</TABLE>
31
<PAGE> 110
HIGH-YIELD BOND FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective Maximum current income
Principal Investments Debt securities rated below investment grade, which are commonly
known as "junk bonds"
Fund Manager Caywood-Scholl Capital Management
Who May Want to Invest Income-oriented investors who are willing to accept increased
risk for the possibility of greater returns through high-yield bond
investing.
Investment Strategies The High-Yield Bond Fund invests primarily in high-yielding,
income-producing U.S. corporate bonds rated B3 to Ba1 by Moody's
Investors Service, Inc. ("Moody's") or B- to BB+ by Standard
& Poor's Corporation ("S&P"), which are commonly known as
"junk bonds." The Fund's investments are selected by the
Fund Manager after careful examination of the economic
outlook to determine those industries that appear favorable
for investment. Industries going through a perceived decline
generally are not candidates for selection. After the
industries are selected, the Fund Manager identifies bonds of
issuers within those industries based on their
creditworthiness, their yields in relation to their credit
and the relative value in relation to the high-yield market.
Companies near or in bankruptcy are not considered for
investment. The Fund does not purchase bonds which are rated
Ca or lower by Moody's or CC or lower by S&P or which, if
unrated, in the judgment of the Fund Manager have
characteristics of such lower-grade bonds. Should an
investment be subsequently downgraded to Ca or lower or CC or
lower, the Fund Manager has discretion to hold or liquidate
the security. Subject to the restrictions described above,
under normal circumstances, up to 20% of the Fund's assets
may include: (1) bonds rated Caa by Moody's or CCC by S&P;
(2) unrated debt securities which, in the judgment of the
Fund Manager have characteristics similar to those described
above; (3) convertible debt securities; (4) puts, calls and
futures as hedging devices; (5) foreign issuer debt
securities; and (6) short-term money market instruments,
including certificates of deposit, commercial paper, U.S.
Government securities and other income-producing cash equivalents.
</TABLE>
32
<PAGE> 111
<TABLE>
<S> <C>
Principal Risks The Fund invests primarily in below investment-grade debt securities.
As a result, the Fund is subject to the risk that the prices of the debt
securities will decline due to rising interest rates. This risk is greater
for long-term debt securities than for short-term debt securities. A
high-yield bond's market price may fluctuate more than higher-quality
securities and may decline significantly. High-yield bonds also
carry a substantial risk of default or changes in the issuer's
creditworthiness. In addition, it may be more difficult for the Fund to
dispose of high-yield bonds or to determine their value. High-yield bonds may
contain redemption or call provisions that, if exercised during a
period of declining interest rates, may force the Fund to replace the
security with a lower-yielding security. If this occurs, it will result in a
decreased return for shareholders.
</TABLE>
Performance Information
The bar chart and the performance table illustrate the volatility of an
investment in the Fund and give some indication of the risk. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.
This bar chart shows the performance of the Fund's Class Y shares for
the past year.
2.49%
1998
Best Quarter Worst Quarter
4.32% -5.72%
(March 31, 1998) (September 30, 1998)
33
<PAGE> 112
<TABLE>
<CAPTION>
Average Annual Total Returns (as of the Past One Return Since
calendar year ended December 31, 1998) Year Inception(1)
- --------------------------------------- -------- ------------
<S> <C> <C>
Enterprise High-Yield Bond Fund
Class Y 2.49% 4.87%
Lehman Brothers High Yield BB Index(2) 5.13% 5.84%
</TABLE>
1. Inception date for Class Y shares is July 31, 1997.
2. This is an unmanaged broad-based index that includes fixed rate,
public nonconvertible issues that are rated Ba1 or lower by Moody's
Investor Service. If a Moody's rating is not available, the bonds must
be rated BB+ or lower by S&P, or by Fitch if an S&P rating is not
available. The index excludes transaction or holding charges. One
cannot invest directly in an index.
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. The Advisor has contractually agreed to
limit the Fund's expenses through May 1, 2000, to the expense ratio set forth in
the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
Investment Advisory Fees 0.60%
Distribution and Service (12b-1) Fees None
Other Expenses 0.40%
Total Annual Operating Expenses 1.00%
Less Expense Reimbursements [0.15%]
----
Net Annual Fund Operating Expenses 0.85%
</TABLE>
34
<PAGE> 113
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated. The example
also assumes that each year your investment has a 5% return and Fund expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $87 $303 $538 $1,211
If you do not redeem your shares:
Class Y $87 $303 $538 $1,211
</TABLE>
35
<PAGE> 114
TAX-EXEMPT INCOME FUND
FUND PROFILE
<TABLE>
<S> <C>
Investment Objective A high level of current income exempt from federal income tax,
with consideration given to preservation of principal
Principal Investments A diversified portfolio of long-term investment grade municipal bonds
Fund Manager MBIA Capital Management Corp.
Who May Want To Invest Investors who want to receive tax-free current income and maintain the
value of their investment.
Investment Strategies The Tax-Exempt Income Fund invests primarily in investment grade,
tax-exempt municipal securities. The issuers of these securities
may be located in any state, territory or possession of the
United States. In selecting investments for the Fund, the Fund
Manager tries to limit risk as much as possible. The Fund Manager
analyzes municipalities, their credit risk, market trends and
investment cycles. The Fund Manager attempts to identify and invest
in municipal issuers with improving credit and avoid those with
deteriorating credit. The Fund anticipates that its average weighted
maturity will range from 10 to 25 years. The Fund Manager will
actively manage the Fund, adjusting the average Fund maturity and
utilizing futures contracts and options on futures as a defensive
measure according to its judgment of anticipated interest rates.
During periods of rising interest rates and falling prices, the Fund
Manager may adopt a shorter weighted average maturity to cushion
the effect of bond price declines on the Fund's net asset value.
When rates are falling and prices are rising, the Fund Manager may
adopt a longer weighted average maturity. The Fund may also
invest up to 20% of its net assets in cash, cash equivalents and debt
securities, the interest from which may be subject to federal income
tax. Investments in taxable securities will be limited to investment
grade corporate debt securities and U.S. Government securities.
The Fund will not invest more than 20% of its net assets in municipal
securities, the interest on which is subject to the federal alternative
minimum tax.
</TABLE>
36
<PAGE> 115
<TABLE>
<S> <C>
Principal Risks The Fund invests primarily in long-term investment grade debt
securities. As a result, the Fund is subject to the risk that the prices
of debt securities will decline due to rising interest rates. This risk is
greater for long-term debt securities than for short-term debt
securities. Debt securities may decline in credit quality due to
economic or governmental events. In addition, an issuer may fail to
make timely payments of principal or interest to the Fund. Some
investment grade bonds may have speculative characteristics.
</TABLE>
Performance Information
Information about Fund performance is not provided due to the fact that
the Fund does not have returns for a full calendar year.
37
<PAGE> 116
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets. The Advisor has contractually agreed to limit the Fund's expenses
through May 1, 2000, to the expense ratio set forth in the table.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
Annual Fund Operating Expenses (paid indirectly if you hold fund Shares)
- ------------------------------
Investment Advisory Fees 0.50%
Distribution and Service (12b-1) Fees None
Other Expenses 0.45%
Total Annual Operating Expenses 0.95%
Less Expense Reimbursements [0.30%]
-------
Net Annual Fund Operating Expenses 0.65%
</TABLE>
38
<PAGE> 117
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated.
The example also assumes that each year your investment has a 5% return and
Fund expenses remain the same. Although your actual costs and returns may be
different, your approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $ 66 $ 273 $ 496 $ 1,139
If you do not redeem your shares:
Class Y $ 66 $ 273 $ 496 $ 1,139
</TABLE>
39
<PAGE> 118
MANAGED FUND
<TABLE>
<CAPTION>
FUND PROFILE
<S> <C>
Investment Objective Growth of capital over time
Principal Investments Common stocks, bonds and cash equivalents, the percentages of which will vary
based on the Fund Manager's assessment of relative investment values
Fund Manager OpCap Advisors
Who May Want to Investors who want the value of their investment to grow but do not need to
Invest receive income on their investment.
Investment Strategies The Managed Fund invests in a diversified portfolio of common stocks, bonds and
cash equivalents. The allocation of the Fund's assets among the different types
of permitted investments will vary from time to time based upon the Fund
Manager's evaluation of economic and market trends and its perception of the
relative values available from such types of securities at any given time.
There is neither a minimum nor a maximum percentage of the Fund's assets that
may, at any given time, be invested in any specific types of investments.
However, the Fund invests primarily in equity securities at times when the
Fund Manager believes that the best investment values are available in the equity
markets. The Fund may invest almost all of its assets in high-quality short-
term money market and cash equivalent securities when the Fund Manager deems it
advisable to preserve capital. Consequently, while the Fund will earn income to
the extent it is invested in bonds or cash equivalents, the Fund does not have
any specific income objective. The bonds in which the Fund may invest will
normally be investment grade intermediate to long-term U.S. Government and
corporate debt.
</TABLE>
40
<PAGE> 119
<TABLE>
<S> <C>
Principal Risks The Fund invests in both common stocks and debt securities. As a result, the
Fund is subject to the risk that stock prices will fall over short or extended
periods of time. Stock markets tend to move in cycles, with periods of rising
prices and periods of falling prices. This price volatility is a principal risk
of investing in the Fund. In addition, the Fund is subject to the risk that the
prices of debt securities will decline due to rising interest rates. The risk
is greater for long-term debt securities than for short-term debt securities.
Debt securities may decline in credit quality due to factors affecting the issuer
and economic or political events.
</TABLE>
Performance Information
The bar chart and the performance table below illustrate the
volatility of an investment in the Fund and give some indication of the risk.
Of course, the Fund's past performance does not necessarily indicate how the
Fund will perform in the future.
This bar chart shows changes in the performance of the Fund's Class Y
Shares from year to year.
<TABLE>
<CAPTION>
22.63% 21.6% 7.2%
1996 1997 1998
<C> <C> <C>
Best Quarter Worst Quarter
13.55% -14.53%
(June 30, 1997) (September 30, 1998)
</TABLE>
<TABLE>
<S> <C> <C>
Average Annual Total Returns (as of
the calendar year ended December Past One Return Since
31, 1998) Year Inception(1)
Enterprise Managed Fund Class Y 7.20% 17.21%
S&P 500(2) 28.57% 28.08%
</TABLE>
1. Inception date for Class Y shares is July 31, 1995.
2. This unmanaged broad-based index includes 500 companies which tend to
be leaders in important industries within the U.S. economy. It includes
reinvested dividends. An index does not have an investment advisor and
does not pay commissions or expenses. If an index had expenses, its
performance would be lower. One cannot invest directly in an index.
41
<PAGE> 120
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses
which may pay for professional advisory, shareholder, distribution,
administration and custody services. The Fund's expenses in the table below
are shown as a percentage of the Fund's net assets. These expenses are
deducted from Fund assets.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
ANNUAL FUND OPERATING EXPENSES (paid indirectly if you hold fund shares)
------------------------------
Investment Advisory Fees 0.75%
Distribution and Service (12b-1) Fees None
Other Expenses 0.30%
----
Total Annual Fund Operating Expenses 1.05%
</TABLE>
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated.
The example also assumes that each year your investment has a 5% return and
Fund expenses remain the same. Although your actual costs and returns may be
different, your approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $ 107 $ 334 $ 579 $ 1283
If you do not redeem your shares:
Class Y $ 107 $ 334 $ 579 $ 1283
</TABLE>
42
<PAGE> 121
MONEY MARKET FUND
Fund Profile
<TABLE>
<S> <C>
Investment Objective The highest possible level of current income consistent with preservation of
capital and liquidity
Principal Investments High quality, short-term debt securities, commonly known as money market
instruments
Fund Manager Enterprise Capital Management, Inc.
Who May Want To Invest Investors who seek an income producing investment with emphasis on preservation
of capital.
Investment Strategies The Money Market Fund invests in a diversified portfolio of high quality dollar-
denominated money market instruments which present minimal credit risks in the
judgment of the Fund Manager. The Fund Manager actively manages the Fund's
average maturity based on current interest rates and its outlook on the market.
Principal Risks Although the Money Market Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund. The Fund
may not be able to maintain a stable share price at $1.00. Investments in the Fund are
neither insured nor guaranteed by the U.S. government.
</TABLE>
Performance Information
Information about Fund performance is not provided due to the fact that
the Fund does not have returns for a full calendar year.
<PAGE> 122
Fees and Expenses
This table describes the shareholder fees that you may pay if you
purchase or redeem Fund shares. Every mutual fund has operating expenses which
may pay for professional advisory, shareholder, distribution, administration and
custody services. The Fund's expenses in the table below are shown as a
percentage of the Fund's net assets. These expenses are deducted from Fund
assets.
<TABLE>
<S> <C>
Shareholder Fees (paid directly from your investment in the fund) Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
Annual Fund Operating Expenses (paid indirectly if you hold fund shares)
Investment Advisory Fees 0.35%
Distribution and Service (12b-1) Fees None
Other Expenses 0.30%
------
Total Annual Fund Operating Expenses 0.65%
</TABLE>
44
<PAGE> 123
Example
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated.
The example also assumes that each year your investment has a 5% return and
Fund expenses remain the same. Although your actual costs and returns may be
different, your approximate costs of investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
If you redeem your shares at the end of the period:
Class Y $ 66 $208 $362 $810
If you do not redeem your shares:
Class Y $ 66 $208 $362 $810
</TABLE>
45
<PAGE> 124
ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENTS AND RISKS
Equity and Flexible Funds' Investments
The table below shows the Equity and Flexible Funds' principal investments. In
other words, the table describes the type or types of investments that
Enterprise believes will most likely help each Fund achieve its
investment goal.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
EQUITY FUNDS FLEXIBLE
FUND
- --------------------------------------------------------------------------------------------------------------------------
Small Small Global
Growth & Equity Capital Company Company International Financial
Growth Income Equity Income Appreciation Growth Value Growth Services Managed
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Stocks - - - - - - - - -
Foreign Stocks - -
Bonds -
</TABLE>
________________________
(1) Each Fund that invests in U.S. stocks may invest in large
capitalization companies, medium capitalization companies and small
capitalization companies. Large capitalization companies generally have
market capitalizations of over $5 billion. Medium capitalization
companies generally have market capitalizations ranging from $1 billion
to $5 billion. Small capitalization companies generally have market
capitalizations of $1 billion or less. However, there may be some
overlap among capitalization categories. The Growth, Growth and
Income, Equity, and Equity Income Funds intend to invest primarily in
stocks of large-capitalization companies. The Small Company Growth Fund
and the Small Company Value Fund intend to invest primarily in the
stocks of small-capitalization issuers.
Each Fund also may invest in other securities, use other strategies and engage
in other investment practices, which are described in detail in the Statement of
Additional Information. Of course, Enterprise cannot guarantee that any Fund
will achieve its investment goal.
The investments listed above and the investments and strategies described
throughout this Prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and short-term
obligations. When a Fund is investing for temporary defensive purposes, it is
not pursuing its investment goal.
Income Funds' Investments
The table below shows the Income Funds' principal investments. In other words,
the table describes the type or types of investments that we believe will most
likely help each Fund achieve its investment goal.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Government High-Yield Tax-Exempt
Securities Bond Income
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Government Securities 0
Corporate Debt Securities -- Junk Bonds(1) 0
Mortgage-Backed Securities 0
Municipal Securities 0
</TABLE>
________________________
(1) "Junk Bond" refers to any security rated lower than "Baa" by Moody's
Investors Service. If a Moody's rating is not available, the bonds
must be rated lower than "BBB" by Standard & Poor's.
46
<PAGE> 125
Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that any
Fund will achieve its investment goal.
The investments listed above and the investments and strategies described
throughout this prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and short-term
obligations. When a Fund is investing for temporary defensive purposes, it is
not pursuing its investment goal.
Money Market Fund's Investments
The Money Market Fund's principal investments include: bank obligations,
commercial paper and corporate obligations. The Fund also may invest in other
securities, use other strategies and engage in other investment practices, which
are described in detail in our Statement of Additional Information. Of course,
we cannot guarantee that the Fund will achieve its investment goal or maintain a
stable share price of $1.00.
Year 2000
Many computer and computer-based systems cannot distinguish the year 2000
from the year 1900 because of the way they encode and calculate dates (commonly
known as the "Year 2000 Issue"). The Year 2000 Issue could potentially have an
adverse impact on the handling of security trades, the payment of interest and
dividends, pricing and account services. As part of its operational
responsibilities, the Advisor has reviewed each of its internal systems and has
obtained assessments from each service provider, including Fund Managers, of
Year 2000 issues which could potentially impact services to the Fund. The
Advisor is unaware of any Year 2000 issues which remain unresolved or have been
identified as unresolvable. In addition, the Advisor has established a timetable
to periodically re-evaluate systems to ensure new issues or those which may not
previously have been identified are addressed and resolved in an expeditious
manner. The Advisor does not anticipate any material expenditures for monitoring
Year 2000 issues. If the problem has not been fully addressed, however, the
Funds could be negatively affected. The Year 2000 Issue could also have a
negative impact on the companies in which the Funds invest, including foreign
issuers or associated foreign governments, which could hurt the Funds'
investment returns.
Euro Conversion
Effective January 1, 1999, several European countries irrevocably fixed
their existing national currencies to a new single European currency unit, the
"euro." Certain European investments may be subject to additional risks as a
result of this conversion. These risks include adverse tax and accounting
consequences, as well as difficulty in processing transactions. The Advisor is
aware of such potential problems and is coordinating efforts to prevent or
alleviate their adverse impact on the Funds. There can be no assurance that the
Funds will not suffer any adverse consequences as a result of the euro
conversion.
47
<PAGE> 126
HIGHER-RISK SECURITIES AND PRACTICES
<TABLE>
<CAPTION>
This table shows each Fund's investment limitations as a percentage of portfolio
assets. In each case the principal types of risk are listed in the Risk Terminology
section that follows.
5 Percent of total assets (italic type)
5 Percent of net assets (roman type)
-- No policy limitation on usage; fund may be using currently
o Permitted, but not typically used. GROWTH & EQUITY
-- NOT PERMITTED GROWTH INCOME EQUITY Income
<S> <C> <C> <C> <C>
CONVENTIONAL SECURITIES
NON-INVESTMENT-GRADE SECURITIES. Securities rated below Baa/BBB are considered
junk bonds. Credit, market, interest rate, liquidity, valuation, information risks. o o o o
FOREIGN EQUITIES.
- Stocks issued by foreign companies. Market, currency, information, natural
event, political risks. o o o o
- American or European depository receipts, which are dollar-denominated
securities typically issued by American or European banks and are based on
ownership of securities issued by foreign companies. Market, currency,
information, natural event, political risks. 20 20 20 20
RESTRICTED AND ILLIQUID SECURITIES. Securities not traded on the open market. May
include illiquid Rule 144A securities. Liquidity, valuation, market risks. 10 10 10 10
INVESTMENT PRACTICES
REPURCHASE AGREEMENTS. The purchase of a security that must later be sold back to
the seller at the same price plus interest. Credit risk. 5 5 5 5
SECURITIES LENDING. The lending of securities to financial institutions, which
provide cash or government securities as collateral. Credit risk. -- -- -- --
HEDGING. Means of offsetting or neutralizing the price movement of an investment
by making another investment, the price of which should tend to move in the
opposite direction from the original investment. o o o o
SHORT SALES/HEDGED OR SPECULATIVE. The selling of securities which have been
borrowed on the expectation that the market price will drop. Hedged leverage,
market, correlation, liquidity, opportunity risks. -- -- -- --
SHORT-TERM TRADING. Selling a security soon after purchase. A Fund engaging in
short-term trading will have higher turnover, brokerage commissions and transaction
expenses. Short-term trading may also have tax consequences, involving a possible
increase in short-term capital gains or losses. Market risk. o o o o
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The purchase or sale of securities
for delivery at a future date; market value may change before delivery. Market,
opportunity, leverage risks. 5 5 5 5
DERIVATIVE SECURITIES. The Funds will not invest in derivatives for speculative
purposes, but only as a hedge against changes in the values of the Funds'
securities resulting from market conditions.
FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS. Contracts involving
the right or obligation to deliver or receive assets or money depending on the
performance of one or more assets or an economic index.
- Futures and related options. Interest rate, currency, market, leverage,
correlation, liquidity, opportunity risks. o o o o
- Puts and calls on securities and indices. Interest rate, currency, market,
leverage, correlation, liquidity, credit, opportunity risks. 5 5 5 5
CURRENCY CONTRACTS. Contracts involving the right or obligation to buy or sell a
given amount of foreign currency at a specified price and future date.
- HEDGED. Currency, hedged leverage, correlation, liquidity, opportunity risks. o o o o
- SPECULATIVE. Currency, speculative leverage, liquidity risks. -- -- -- --
OTHER DERIVATIVES, INCLUDING PUTS, CALLS AND INTEREST RATE SWAPS. Interest rate,
currency, market, hedged or speculative leverage, correlation, liquidity, credit,
opportunity risks. o o o o
</TABLE>
48
<PAGE> 127
<TABLE>
<CAPTION>
SMALL SMALL GLOBAL HIGH- TAX-
CAPITAL COMPANY COMPANY INTERNATIONAL FINANCIAL GOVERNMENT YIELD EXEMPT MONEY
APPRECIATION GROWTH VALUE GROWTH SERVICES MANAGED SECURITIES BOND INCOME Market
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
o o o o o o o -- o -
o o o -- -- o o o o --
20 20 20 -- -- 20 -- -- -- --
10 10 10 10 10 10 10 10 10 --
5 5 5 5 5 5 5 5 5 5
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o --
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o o
5 5 5 20 5 5 20 5 20 5
o o o -- -- o o o o --
5 5 5 20 5 5 20 20 5 --
o o o o o o o o o --
-- -- -- -- -- -- -- -- -- --
o o o o o o o o o --
</TABLE>
49
<PAGE> 128
RISK TERMINOLOGY
CORRELATION RISK: the risk that changes in the value of a hedging instrument
will not match that of the asset being hedged (hedging is the use of one
investment to offset the effects of another investment). Incomplete correlation
can result in unanticipated risks.
CREDIT RISK: the risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.
CURRENCY RISK: the risk that fluctuations in the exchange rates between the
U.S. dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may increase any losses.
INFORMATION RISK: the risk that key information about a security or market is
inaccurate or unavailable.
INTEREST RATE RISK: the risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.
LEVERAGE RISK: the risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value.
Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that the
Fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains.
Speculative. To the extent that a derivative is not used as a hedge,
a Fund is directly exposed to the risks of that derivative. Gains or losses
from speculative positions in a derivative may be substantially greater
than the derivative's original cost.
LIQUIDITY RISK: the risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on Fund management or
performance.
MARKET RISK: the risk that the market value of a security may move up or down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole and is common to all stocks and bonds and
the mutual funds that invest in them.
NATURAL EVENT RISK: the risk of losses attributable to natural disasters, crop
failures and similar events.
OPPORTUNITY RISK: the risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in other less
advantageous investments.
POLITICAL RISK: the risk of losses attributable to government or political
actions. Political risks range from changes in tax or trade statutes to
governmental collapse and war.
VALUATION RISK: the risk that a Fund has valued certain of its securities at a
higher price than it can sell them for.
50
<PAGE> 129
SHAREHOLDER ACCOUNT INFORMATION
Class Y Shares
Each Fund offers Class Y shares through this Prospectus for the minimum
initial purchase amount of $1,000,000. Class Y shares do not bear a sales
charge, distribution or service fee. Class Y shares are offered exclusively for
sale to institutional investors, including banks, savings institutions, trust
companies, insurance companies, investment companies registered under the
Investment Company Act of 1940, pension or profit sharing trusts, certain wrap
account clients of broker/dealers, former shareholders of Retirement System
Fund, Inc. ("RS Fund"), direct referrals of Fund Managers or Evaluation
Associates, Inc. ("EAI") or other financial institutional buyers. Wrap account
clients of broker/dealers, former RS Fund shareholders, and direct referrals of
Fund Managers or EAI are offered Class Y shares at a lower minimum purchase
amount.
Dealer Compensation
Enterprise Fund Distributors, Inc. (the "Distributor"), a subsidiary of
Enterprise Capital Management, Inc., the Advisor to the Funds, is the principal
underwriter for shares of the Funds.
The Distributor will provide additional compensation to dealers in
connection with sales of shares of the Funds and other mutual funds distributed
by the Distributor including promotional gifts (which may include gift
certificates, dinners and other items), financial assistance to dealers in
connection with conferences, sales or training programs for their employees,
seminars for the public and advertising campaigns. In some instances, these
incentives may be made available only to dealers whose representatives have sold
or are expected to sell significant amounts of shares.
In addition to distribution and service fees paid the Funds under plans of
distribution for Class Y, the Distributor (or one of its affiliates) may make
payments to dealers (including MONY Securities Corp.) and other persons which
distribute shares of the Funds. Such payments may be calculated by reference to
the net asset value of shares sold by such persons or otherwise.
PURCHASING, REDEEMING AND EXCHANGING SHARES
The charts below summarize how to purchase, redeem and exchange shares
of the Funds.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
How to Purchase Shares Important Information about Purchasing Shares
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
Select the Fund appropriate for you Be sure to read this prospectus carefully.
- -----------------------------------------------------------------------------------------------------------------------
Have your securities dealer submit your The price of your shares is based on the next calculation of net asset
purchase order value after your order is received by the Enterprise Shareholder Services
Division of the Transfer Agent. All purchases made by check should be in
U.S. dollars and made payable to The Enterprise Group of Funds, Inc., or
in the case of a retirement account, the custodian or trustee. Third-
party checks will not be accepted.
- -----------------------------------------------------------------------------------------------------------------------
Acquire additional shares through the Dividends and capital gains distributions may be automatically reinvested
Automatic Reinvestment Plan in the same Class of shares without a sales charge.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
51
<PAGE> 130
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Participate in the Automatic Investment You may have your shares automatically invested on a monthly basis into
Plan the same Class of one or more of the Funds. As long as you maintain a
balance of $1,000 in the account from which you are transferring your
shares, you may transfer $50 or more to an established account in
another Fund or you may open a new account with $100 or more.
- -----------------------------------------------------------------------------------------------------------------------
Participate in a Retirement Plan You may use shares of the Funds to establish a Profit Sharing Plan,
Money Purchase Plan, Conventional IRA, Roth IRA, Educational IRA, other
retirement plans funded by shares of a Fund and other investment plans
which have been approved by the Internal Revenue Service.
The Distributor pays the cost of these plans, except for the retirement
plans, which charge an annual custodial fee of $10. If you would like to
find out more about these plans, please contact the Transfer Agent.
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
How to Redeem Your Shares Important Information about Redeeming Your Shares
Have your investment dealer submit your The redemption price of your shares is based on the next calculation of
redemption order net asset value after your order is received.
- -----------------------------------------------------------------------------------------------------------------------
Call the Transfer Agent at You may redeem your shares by telephone if you have authorized this
1-800-368-3527 service. If you make a telephone redemption request, you must furnish:
- the name and address of record of the
registered owner,
- the account number and tax i.d. number,
- the amount to be withdrawn, and
- the name of the person making the request.
Checks for telephone redemptions will be issued only to the registered
shareowner(s) and mailed to the last address of record or exchanged into
another Fund. All telephone redemption instructions are recorded and are
limited to requests of $50,000 or less.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
52
<PAGE> 131
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
How to Redeem Your Shares Important Information about Redeeming Your Shares
- -----------------------------------------------------------------------------------------------------------------------
Write the Transfer Agent at: You may redeem your shares by sending in a written request. If you own
Enterprise Shareholder Services share certificates, they must accompany the written request. You must
P.O. Box 419731 obtain a signature guarantee if:
Kansas City, MO - the redemption proceeds exceed $50,000,
64141-6731 - the proceeds are to be sent to an address other than the
address of record, or
- the proceeds are to be sent to a person other than
the registered holder.
You can generally obtain a signature guarantee from the following sources:
- a member firm of a domestic securities exchange;
- a commercial bank;
- a savings and loan association;
- a credit union; or
- a trust company.
Corporations, executors, administrators, trustees or guardians may need to
include additional documentation with a request to redeem shares and a
signature guarantee.
- -----------------------------------------------------------------------------------------------------------------------
Payment of Proceeds Generally The Funds normally will make payment of redemption proceeds within seven
days after your request has been properly made and received. When
purchases are made by check or periodic account investment, redemption
proceeds may not be available until the investment being redeemed has been
in the account for seven calendar days. The Funds may suspend the redemption
privilege or delay sending redemption proceeds for more than seven days during
any period when the New York Stock Exchange is closed or an emergency
warranting such action exists as determined by the Securities and Exchange
Commission.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
53
<PAGE> 132
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
How to Redeem Your Shares Important Information about Redeeming Your Shares
- -----------------------------------------------------------------------------------------------------------------------
Receipt of Proceeds By Wire For a separate $10 charge, you may request that your redemption proceeds
of $250,000 or less be wired. If you submit a written request, your
proceeds may be wired to any bank. If you authorize the Transfer Agent to
accept telephone wire requests, any authorized person may make such
requests at 1-800-368-3527. However, on a telephone request, your
proceeds may be wired only to a bank previously designated by you in
writing. If you have authorized expedited wire redemption, shares can be
sold and the proceeds sent by federal wire transfer to a single,
previously designated bank account. Otherwise, proceeds normally will be
sent to the designated bank account the following business day. To change
the name of the single designated bank account to receive wire redemption
proceeds, you must send a written request with signature(s) guaranteed to
the Transfer Agent.
- -----------------------------------------------------------------------------------------------------------------------
Participate in the Bank Purchase and You may initiate an Automatic Clearing House (ACH) Purchase or Redemption
Redemption Plan directly to a bank account when you have established proper instructions,
including all applicable bank information, on the account.
- -----------------------------------------------------------------------------------------------------------------------
Participate in a Systematic Withdrawal If you have at least $5,000 in your account you may participate in a
Plan systematic withdrawal plan. Under a plan, you may arrange monthly,
quarterly, semi-annual or annual automatic withdrawals of at least $100
from any Fund. The proceeds of each withdrawal will be mailed to you or as
you otherwise direct in writing, including to a life insurance company,
such as an affiliate of MONY. The $5,000 minimum account size is not
applicable to Individual Retirement Accounts. The Funds process sales
through a systematic withdrawal plan on the 15th day of the month or the
following business day if the 15th is not a business day. Any income or
capital gain dividends will be automatically reinvested at net asset value.
A sufficient number of full and fractional shares will be redeemed to make
the designated payment. Depending upon the size of the payments requested
and fluctuations in the net asset value of the shares redeemed, sales for
the purpose of making such payments may reduce or even exhaust the account.
The Funds may amend the terms of a systematic withdrawal plan on 30 days'
notice. You or the Funds may terminate the plan at any time.
- -----------------------------------------------------------------------------------------------------------------------
How to Exchange Your Shares Important Information about Exchanging Your Shares
- -----------------------------------------------------------------------------------------------------------------------
Select the Fund into which you want to You can exchange your shares of a Fund for the same Class of shares of any
exchange. Be sure to read the other Fund.
prospectus describing the Fund into
which you want to exchange. If you are not subject to the minimum investment requirement of
$1,000,000, and your exchange results in the opening of a new account in a
Fund, you are subject to the minimum investment requirement of $1,000.
Original investments in the Money Market Fund which are transferred to
other Funds are considered purchases rather than exchanges.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
54
<PAGE> 133
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
How to Exchange Your Shares Important Information about Exchanging Your Shares
- -----------------------------------------------------------------------------------------------------------------------
Call the Transfer Agent at If you authorize the Transfer Agent to act upon telephone exchange
1-800-368-3527 requests, you or anyone who can provide the Transfer Agent with account
registration information may exchange by telephone.
If you exchange your shares by telephone, you must furnish:
- the name of the Fund you are exchanging from,
- the name and address of the registered owner,
- the account number and tax i.d. number,
- the dollar amount or number of shares to be exchanged,
- the Fund into which you are exchanging, and
- the name of the person making the request.
- -----------------------------------------------------------------------------------------------------------------------
Write the Transfer Agent at To exchange by letter, you must state:
Enterprise Shareholder Services - the name of the Fund you are exchanging from,
P.O. Box 419731 - the account name(s) and address,
Kansas City, MO - the account number,
64141-6731 - the dollar amount or number of shares to be exchanged, and
- the Fund into which you are exchanging.
You must also sign your name(s) exactly as it appears on your account
statement.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
TRANSACTION AND ACCOUNT POLICIES
Valuation of Shares
When you purchase shares, you pay the net asset value. When you
redeem your shares, you receive the net asset value. The Funds calculate a
share's net asset value by dividing net assets of each Class by the total
number of outstanding shares of such Class.
The Funds calculate net asset value at the close of regular trading
on each day the New York Stock Exchange is open.
Except with respect to the Money Market Fund, investment securities,
other than debt securities, listed on either a national or foreign securities
exchange or traded in the over-the-counter National Market System are valued
each business day at the last reported sale price on the exchange on which the
security is primarily traded. If there are no current day sales, the securities
are valued at their last quoted bid price. Other securities traded
over-the-counter and not part of the National Market System are valued at the
last quoted bid price. Debt securities (other than certain short-term
obligations) are valued each business day by an independent pricing service
approved by the Board of Directors. Short-term debt securities having a
remaining maturity of sixty days or less are valued at amortized cost, which
approximates market value. Any securities for which market quotations are not
readily available are valued at their fair value as determined in good faith by
the Board of Directors. Securities held by the Money Market Fund are valued on
an amortized cost basis. Under the amortized cost method, a security is valued
at its cost and any discount or premium is amortized over the period until
maturity without taking into account the impact of fluctuating interest rates on
the market value of the security unless the aggregate deviation from net asset
value as calculated by using available market quotations exceeds 1/2 of 1
percent.
55
<PAGE> 134
The Money Market Fund seeks to maintain a constant net asset value per share of
$1.00, but there can be no assurance that the Money Market Fund will be able to
do so.
Because Class Y shares are not subject to any distribution or service
fees, the net asset value per share of the Class Y shares will generally be
higher than the net asset value per share of Class A, Class B and Class C
shares of each Fund, except following payment of dividends and distributions.
Execution of Requests
The net asset value used in determining your purchase, redemption or
exchange price is the one next calculated after your order is received by the
Fund. The Distributor or the Fund may reject any order. From time to time, the
Funds may suspend the sale of shares. In such event, existing shareholders
normally will be permitted to continue to purchase additional shares of the same
Class and to have dividends reinvested.
The Funds normally pay redemption proceeds in cash. However, if a Fund
determines that it would be detrimental to the best interests of the remaining
shareholders of the Fund to make payment of redemption proceeds wholly or
partly in cash, the Fund may pay the redemption price in securities (redemption
in kind), in which case, you would probably have to pay brokerage costs to sell
the securities distributed to you, as well as taxes on any capital gains from
the sale as with any redemption. The Funds have made an election that requires
them to pay $250,000 of redemption proceeds in cash, subject to other
restrictions as described in the Statement of Additional Information.
Telephone Transactions
If you elect to exchange or redeem your shares by telephone, you are
subject to the risk that neither the Funds nor the Transfer Agent will be
liable for properly acting upon unauthorized telephone instructions believed to
be genuine. The Funds use reasonable procedures to confirm that telephone
instructions are genuine. However, if appropriate measures are not taken, the
Funds may be liable for any losses that may occur to an account due to an
unauthorized telephone call.
Exchanges
The Funds may refuse to allow the exercise of the exchange privilege in
less than two-week intervals or may restrict an exchange from any Fund until
shares have been held in that Fund for at
56
<PAGE> 135
least seven days. The Funds may also discontinue or modify the exchange
privilege on a prospective basis at any time, including a modification of the
amount or terms of a service fee, upon notice to shareholders in accordance
with applicable rules adopted by the Securities and Exchange Commission
("SEC"). Your exchange may be processed only if the shares of the Fund to be
acquired are eligible for sale in your state and if the exchange privilege may
be legally offered in your state.
In addition, if a Fund determines that an investor is using market timing
strategies or making excessive exchanges and immediate loss of redemption
proceeds would harm the Fund, the Fund may delay investment of the proceeds of
such investor's exchange request for up to seven days.
Share Certificates
The Funds do not ordinarily issue certificates representing shares of the
Funds. Instead, shares are held on deposit for shareholders by the Funds'
Transfer Agent, which will send you a statement of shares owned in each Fund
following each transaction in your account. If you wish to have certificates
for your shares, you may request them from the Transfer Agent by writing to
Enterprise Shareholder Services, P.O. Box 419731, Kansas City, MO 64141-6731.
The Funds do not issue certificates for fractional shares. You may redeem or
exchange certificated shares only by returning the certificates to the Fund,
along with a letter of instruction and a signature guarantee. Special
shareholder services such as telephone redemptions, exchanges, electronic funds
transfers and wire orders are not available if you hold certificates.
Small Accounts
For accounts with balances under $1,000, an annual service charge of $25
per account registration per Fund will apply, excluding Automatic Bank Draft
Plan Accounts, Automatic Investment Plan Accounts, Retirement Accounts and
Savings Plan Accounts.
If your account balance drops to $500 or less, a Fund may close out your
account and mail you the proceeds. You will always be given at least 45 days
written notice to give you time to add to your account and avoid redeeming your
shares.
57
<PAGE> 136
Dividends, Distributions and Taxes
Each Fund will distribute substantially all of its net investment income
and realized net capital gains, if any.
Each Fund makes distributions of capital gains, if any, annually. Each
Fund declares and pays dividends of investment income according to the
following schedule:
<TABLE>
<S> <C> <C>
Declared and Paid Annually Declared and Paid Semi-Annually Declared Daily and Paid Monthly
- ------------------------------------------------------------------------------------------------------------------
Growth Fund Equity Income Fund Government Securities Fund
Growth and Income Fund High-Yield Bond Fund
Equity Fund Tax-Exempt Income Fund
Capital Appreciation Fund Money Market Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund
Managed Fund
</TABLE>
Your dividends and capital gains distributions, if any, will be
automatically reinvested in shares of the same Fund and Class on which they were
paid at the net asset value. Such reinvestments automatically occur on the
payment date of such dividends and capital gains distributions. Alternatively,
if you contact the Transfer Agent, you may elect to receive dividends or capital
gains distributions, or both, in cash.
You will pay tax on dividends and distributions from the Funds whether you
receive them in cash or additional shares. The Funds intend to make
distributions that will either be taxed as ordinary income or capital gains.
If, for any taxable year, a Fund distributes income from
58
<PAGE> 137
dividends from domestic corporations, and complies with certain requirements,
corporate shareholders may be entitled to take a dividends - received deduction
for some or all of the dividends they receive.
If you redeem shares of a Fund or exchange them for shares of another Fund,
unless you are a dealer, you generally will recognize capital gain or loss on
the transaction. Any such gain or loss will be a long-term capital gain or
loss, if you held such shares for more than 12 months. The maximum long-term
capital gain tax rate for individuals is 20%.
Income received by the Funds from investments in securities issued by
foreign issuers may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes.
If you are neither a lawful permanent resident nor a citizen of the U.S.
or if you are a foreign entity, the Funds' ordinary income dividends (which
include distributions of net short term capital gains) will generally be
subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.
The Funds are required to withhold 31% ("Back-Up Withholding") of the
distributions and the proceeds of redemptions payable to shareholders who fail
to provide a correct social security or taxpayer identification number or to
make required certifications, or who have been notified by the Internal Revenue
Service that they are subject to Back-up Withholding. Corporate shareholders and
certain other shareholders specified in the IRC are exempt from Back-Up
Withholding.
Dividends derived from interest on municipal securities and designated by
the Tax-Exempt Income Fund as exempt interest dividends by written notice to
the shareholders, under existing law, are not subject to federal income tax.
Dividends derived from net capital gains realized by the Fund are taxable to
shareholders as a capital gain upon distribution. Any short-term capital gains
or any taxable interest income or accrued market discount realized by the Fund
will be distributed as a taxable ordinary income dividend distribution. These
rules apply whether such distribution is made in cash or in additional shares.
Any capital loss realized from shares held for six months or less is disallowed
to the extent of tax-exempt dividend income received.
Income from certain "private activity" bonds issued after August 7, 1986,
are items of tax preference for the corporate and individual alternative
minimum tax. If the Tax-Exempt Income Fund invests in private activity bonds,
you may be subject to the alternative minimum tax on that part of such Fund
distributions derived from interest income on those bonds. The receipt of
exempt interest dividends also may have additional tax consequences. Certain
of these are described in the Statement of Additional Information.
The treatment for state and local tax purposes of distributions from the
Tax-Exempt Income Fund representing municipal securities interest will vary
according to the laws of state and local taxing authorities.
59
<PAGE> 138
The foregoing summarizes some of the federal income tax considerations
with respect to the Funds and their shareholders. It is not a substitute for
personal tax advice. You should consult your tax advisor for more information
regarding the potential tax consequences of an investment in the Funds under
all applicable tax laws.
The Funds will mail statements indicating the tax status of your
distributions to you annually.
FUND MANAGEMENT
The Investment Advisor
Enterprise Capital Management, Inc. serves as the investment advisor to
each of the Funds. The Advisor selects Fund Managers for the Funds, subject to
the approval of the Board of Directors of the Funds, and reviews each Fund
Manager's continued performance. Evaluation Associates, Inc., which has had 26
years of experience in evaluating investment advisors for individuals and
institutional investors, assists the Advisor in selecting Fund Managers. The
Advisor also provides various administrative services and acts as Fund Manager
for the Money Market Fund.
The Securities and Exchange Commission has issued an exemptive order that
permits the Advisor to enter into or amend Agreements with Fund Managers without
obtaining shareholder approval each time. The exemptive order permits the
Advisor, with Board approval, to employ new Fund Managers for the Funds, change
the terms of the Agreements with Fund Managers or enter into a new Agreement
with a Fund Manager. Shareholders of a Fund have the right to terminate an
Agreement with a Fund Manager at any time by a vote of the majority of the
outstanding voting securities of such Fund. The Funds will notify shareholders
of any Fund Manager changes or other material amendments to the Agreements with
Fund Managers that occur under these arrangements.
The Advisor, which was incorporated in 1986, served as principal investment
advisor to Alpha Fund, Inc., the predecessor of the Fund's Growth Fund. The
Advisor also serves as investment advisor to Enterprise Accumulation Trust which
had assets of $3.962 billion at March 31, 1999. The Advisor's address is
Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, GA
30326.
The following table sets forth the fee paid to the Advisor for the fiscal
year ended December 31, 1998 by each Fund. The Advisor in turn compensated
each Fund Manager at no additional cost to the Fund.
60
<PAGE> 139
<TABLE>
<CAPTION>
NAME OF FUND FEE (AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C>
Growth Fund 0.75%
- ------------------------------------------------------------------------------------------------
Growth and Income Fund 0.75%
Equity Fund 0.75%
Equity Income Fund 0.75%
Capital Appreciation Fund 0.75%
Small Company Growth Fund 1.00%
Small Company Value Fund 0.75%
International Growth Fund 0.85%
Global Financial Services Fund 0.85%
Government Securities Fund 0.60%
High-Yield Bond Fund 0.60%
Tax-Exempt Income Fund 0.50%
Managed Fund 0.75%
Money Market Fund 0.35%
</TABLE>
The Fund Managers
The following chart sets forth certain information about each of the Fund
Managers other than the Advisor, which acts as the Fund Manager to the Money
Market Fund. The Fund Managers are responsible for the day-to-day management
of the Funds. The Fund Managers typically manage assets for institutional
investors and high net worth individuals. Collectively, the Fund Managers
manage assets in excess of $250 billion for all clients, including the
Enterprise Group of Funds.
61
<PAGE> 140
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Name of Fund and Name and Address The Fund Manager's Experience Portfolio Managers
of Fund Manager
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth Fund Montag & Caldwell has served as Ronald E. Canakaris, President
the Fund Manager to Alpha Fund, and Chief Investment Officer of
Montag & Caldwell, Inc. ("Montag & Inc., the predecessor of the Montag & Caldwell, is
Caldwell") Growth Fund, since the Fund was responsible for the day-to-day
1100 Atlanta Financial Center organized in 1968. Montag & investment management of the
3343 Peachtree Road, N.E. Caldwell and its predecessors have Growth Fund and has more than 30
Atlanta, Georgia 30326 been engaged in the business of years' experience in the
providing investment counseling to investment industry. He has
individuals and institutions since been President of Montag &
1945. Total assets under Caldwell for more than 15 years.
management for all clients
approximated $30.2 billion as
of March 31, 1999. Usual
investment minimum is $40 million.
------------------------------------------------------------------------------------------------------------------
Growth and Income Fund RSI has served as Fund Manager James P. Coughlin, President and
for Retirement System Fund Inc. Core Chief Investment Officer of RSI,
Retirement System Investors Inc. Equity Fund, the predecessor of is responsible for the day-to-
("RSI") The Growth and Income Fund, since day management of the Fund and
317 Madison Avenue that Fund was organized in 1991. has more than 30 years'
New York, New York 10017 RSI has been engaged in providing experience in the investment
investment advisory services since industry. He has served as
1989. Total assets under management President and Chief Investment
for RSI were $648 million as of Officer of RSI since 1989.
March 31, 1999.
------------------------------------------------------------------------------------------------------------------
</TABLE>
62
<PAGE> 141
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Name of Fund and Name and Address The Fund Manager's Experience Portfolio Managers
of Fund Manager
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Equity Fund OpCap has been providing Eileen Rominger, Managing
investment counseling Director of Oppenheimer Capital,
OpCap Advisors ("OpCap") since 1987. OpCap had is responsible for the day-to-
One World Financial Center approximately $60 billion day management of the Fund. Ms.
New York, New York 10281 under management as of Rominger has more than 20 years'
March 31, 1999. Usual experience in the investment
investment minimum is $20 industry and has been Managing
million. Director of Oppenheimer Capital
since 1994. She previously
served as Senior Vice President
from 1986 to 1994.
------------------------------------------------------------------------------------------------------------------
Equity Income Fund 1740 Advisers has been providing John V. Rock, President and
investment counseling services Director of 1740 Advisers, is
1740 Advisers, Inc. ("1740 since 1971. 1740 Advisers is an responsible for the day-to-day
Advisers") affiliate of the Advisor. Total investment management of the
1740 Broadway assets under management for 1740 Fund and has more than 35 years'
New York, New York 10019 Advisers as of December 31, experience in the investment
1998, were approximately $1.9 industry. He has served as
billion. Usual investment President of 1740 Advisers since
minimum is $20 million. 1974.
------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund PIC has served as Fund Manager Jeffrey J. Miller is a Managing
since its inception in 1987. PIC Director of PIC and is
Provident Investment Counsel, Inc. traces its origins to an responsible for the day-to-day
("PIC") investment partnership formed in management of the Fund. He has
300 North Lake Avenue Pasadena, 1951. As of March 31, 1999 total more than 26 years' experience
California 91101 assets under management for all in the investment industry. He
clients were $17.6 billion. Usual has been Managing Director of
investment minimum: $5 million. PIC since 1972.
------------------------------------------------------------------------------------------------------------------
</TABLE>
63
<PAGE> 142
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Fund and Name and Address The Fund Manager's Experience Portfolio Managers
of Fund Manager
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling services since 1977. Witter, and Paul B. Phillips,
As of March 31, 1999, total Managing Director of Witter, are
William D. Witter, Inc. ("Witter") assets under management for all responsible for the day-to-day
One Citicorp Center clients were $975 million. management of the Fund. They
153 East 53rd Street Usual investment minimum is $1 have more than 80 years'
New York, New York 10022 million. combined experience in the
investment industry. Mr. Witter
and Mr. Phillips have been
employed in their present
positions by Witter since 1977
and 1996, respectively. Mr.
Phillips previously served as
Senior Portfolio Manager at
Bankers Trust Company from 1986
to 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
Small Company Value Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as
Company, Inc. was founded in 1977. Chief investment Officer of
Gabelli Asset Management Company As of March 31, 1999, total GAMCO since its inception in 1977
(GAMCO Investors, Inc.) assets under management for all and is responsible for the
One Corporate Center clients were $7.57 billion. Usual day-to-day management of the
Rye, New York 10580 investment minimum is $500,000. Fund. He has more than 28
years' experience in the
investment industry.
- ------------------------------------------------------------------------------------------------------------------------------------
International Growth Fund Vontobel has provided investment Fabrizio Pierallini, Senior Vice
counseling since 1984. Vontobel's President and Managing Director of
Vontobel USA Inc. ("Vontobel") assets under management for all International Investments is
450 Park Avenue clients were $1.86 billion as of responsible for the day-to-day
New York, New York 10022 March 31, 1999. Usual investment management of the Fund. Mr. Pierallini
minimum is $10 million. has been employed by Vontobel since
1994 as Senior Vice President and
Managing Director. He previously
served as associate director/portfolio
manager for the Swiss Bank.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
65
<PAGE> 143
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Name of Fund and Name and Address The Fund Manager's Experience Portfolio Managers
of Fund Manager
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Global Financial Services Fund Sanford Bernstein was established The day-to-day management of
in 1967 and as of March 31, 1999, this Fund is performed by
Sanford C. Bernstein & Co., Inc. had $77.1 billion in assets Sanford Bernstein's Policy
("Sanford Bernstein") under management. Usual Group, which is chaired by
767 Fifth Avenue investment minimum is $5 million. Andrew S. Adelson, who has more
New York, New York than 20 years' experience in the
10153-0185 investment industry. He joined
Sanford Bernstein in 1980 and has
served as Chief Investment Officer
of International Investment
Services since 1990.
---------------------------------------------------------------------------------------------------------------
Government Securities Fund The firm was founded in 1971 and Philip A. Barach, Managing
as of December 31, 1998, TCW and its Director of TCW, and Jeffrey E.
TCW Funds Management, Inc. ("TCW") affiliated companies had Gundlach, Managing Director, are
865 South Figueroa Street Suite approximately $54.5 billion responsible for the day-to-day
1800 under management or committed for investment management of the
Los Angeles, California 90017 management in various fiduciary Fund and have more than 37
advisory capacities. Usual years' combined experience in
investment minimum is $35 million. the investment industry. They
have served as Managing
Directors since they joined TCW
in 1987 and 1985, respectively.
---------------------------------------------------------------------------------------------------------------
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing Director
investment advice with respect to and Chief Investment Officer of
Caywood-Scholl Capital Management high-yield, low grade fixed income Caywood-Scholl, is responsible
("Caywood-Scholl") instruments since 1986. As of for the day-to-day management of
4350 Executive Drive, Suite 125 March 31, 1999, assets under the Fund. He has more than 30
San Diego, California 92121 management for all clients years' investment industry
approximated $1.01 billion. experience. He joined Caywood-
Usual investment minimum is $1 Scholl in 1986 as Managing
million. Director and Chief Investment
Officer and has held those
positions since 1986.
---------------------------------------------------------------------------------------------------------------
</TABLE>
64
<PAGE> 144
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Name of Fund and Name and Address The Fund Manager's Experience Portfolio Managers
of Fund Manager
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined
counseling services since 1987. MBIA in 1994 as President
As of March 31, 1999 assets and Chief Investment Officer.
MBIA Capital Management Corp. under management for all clients He has more than 25 years'
("MBIA") approximated $16 billion. Usual experience in the investment
113 King Street investment minimum is $10 million. industry and serves as portfolio
Armonk, New York 10504 manager to the Fund. Mr.
Ohanesian previously served as
Director of Investments for
Shields Asset Management from
1988 through 1993.
------------------------------------------------------------------------------------------------------------
Managed Fund OpCap has provided investment Richard J. Glasebrook II,
counseling services since 1987. Managing Director of Oppenheimer
OpCap Advisors As of March 31, 1999, Oppenheimer Capital is responsible for the
One World Financial Center day-to-day management of the day-to-day management of the
New York, New York 10281 Capital and its affiliates have Fund. He has more than 25
over $60 billion under years' investment industry
management. Its usual investment experience. Mr. Glasebrook has
minimum is $20 million. served as Managing Director of
Oppenheimer Capital since 1994
and immediately prior to that
served as Senior Vice President.
------------------------------------------------------------------------------------------------------------
</TABLE>
66
<PAGE> 145
FINANCIAL HIGHLIGHTS
The Financial Highlights tables for each Fund is intended to help you
understand the Fund's financial performance for the past 5 years, or, if
shorter, the period of the Fund's operations. Certain information reflects
financial results for a single Fund share. The total returns in each table
represent the rate that an investor would have earned (or lost) on an
investment in a Fund (assuming reinvestment of all dividends and
distributions).
67
<PAGE> 146
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, YEAR ENDED AUGUST 8 THROUGH
ENTERPRISE GROWTH FUND (CLASS Y) 1998 DECEMBER 31, 1997 DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of
period............................. $ 17.02 $ 13.12 $11.96
Net investment income (loss)........ (0.02)(F) (0.02) --
Net realized and unrealized gain
(loss) on investments.............. 5.45 4.27 1.90
--------------------------------------------------------
Total from investment operations.... 5.43 4.25 1.90
--------------------------------------------------------
Dividends from net investment
Income............................. -- -- --
Distributions from capital gains.... (1.04) (0.35) (0.74)
--------------------------------------------------------
Total distributions................. (1.04) (0.35) (0.74)
--------------------------------------------------------
Net asset value end of period....... $ 21.41 $ 17.02 $13.12
--------------------------------------------------------
Total return........................ 32.09% 32.40% 15.91%(B)
Net assets end of period (in
thousands)......................... $60,640 $44,596 $2,339
Ratio of expenses to average net
assets............................. 1.03% 0.97%(E) 1.10%(AE)
Ratio of expenses to average net
assets (excluding waivers)......... 1.03% 0.97%(E) 1.10%(AE)
Ratio of net investment income
(loss) to average net assets....... (0.13)% (0.10)% 0.04%(A)
Ratio of net investment income
(loss) to average net assets
(excluding waivers)................ (0.13)% (0.10)% 0.04%(A)
Portfolio turnover rate............. 28% 22% 30%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
DECEMBER 31, OCTOBER 1 THROUGH ------------------------------------
ENTERPRISE GROWTH AND INCOME FUND (CLASS Y) 1998 DECEMBER 31, 1997 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period.................... $ 25.24 $ 25.73 $20.11 $16.69 $12.72 $12.08
Net investment income (loss)........................... 0.29 0.06 0.35 0.21 0.13 0.15
Net realized and unrealized gain (loss) on
investments........................................... 4.00 0.02 6.18 3.45 4.22 0.74
------------------------------------------------------------------------
Total from investment operations....................... 4.29 0.08 6.53 3.66 4.35 0.89
------------------------------------------------------------------------
Dividends from net investment income................... (0.17) (0.11) (0.20) (0.24) (0.16) (0.14)
Distributions from capital gains....................... (0.23) (0.46) (0.71) -- (0.22) (0.11)
------------------------------------------------------------------------
Total distributions.................................... (0.40) (0.57) (0.91) (0.24) (0.38) (0.25)
------------------------------------------------------------------------
Net asset value end of period.......................... $ 29.13 $ 25.24 $25.73 $20.11 $16.69 $12.72
------------------------------------------------------------------------
Total return........................................... 17.08% 0.31%(B) 33.55% 22.21% 35.24% 7.47%
Net assets end of period (in thousands)................ $18,310 $15,542 $15,428 $8,865 $5,657 $3,639
Ratio of expenses to average net assets................ 1.05% 1.05%(A) 0.99% 0.97% 0.90% 0.90%
Ratio of expenses to average net assets (excluding
waivers).............................................. 1.48% 1.68%(A) 2.20% 2.05% 2.20% 2.23%
Ratio of net investment income (loss) to average net
assets................................................ 0.89% 0.96%(A) 0.88% 1.23% 1.52% 1.17%
Ratio of net investment income (loss) to average net
assets (excluding waivers)............................ 0.45% 0.33%(A) (0.33)% 0.15% 0.22% (0.16)%
Portfolio turnover rate................................ 5% 2%(A) 16% 18% 25% 10%
</TABLE>
A Annualized
B Not Annualized
E Effective September 1, 1995, ratio includes expenses paid indirectly.
F Based on average monthly shares outstanding.
<TABLE>
<CAPTION>
FOR THE PERIOD
ENTERPRISE EQUITY INCOME FUND (CLASS Y) 1/22/98 THROUGH 12/31/98
- --------------------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period......................... $26.25
------
Net investment income (loss)................................ 0.47
Net realized and unrealized gain (loss) on investments...... 2.69
------
Total from investment operations............................ 3.16
------
Dividends from net investment income........................ (0.48)
Distributions from capital gains............................ (2.06)
------
Total distributions......................................... (2.54)
------
Net asset value end of period............................... $26.87
------
Total return................................................ 12.26%(B)
Net assets end of period (in thousands)..................... $ 112
Ratio of expenses to average net assets..................... 1.05%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 1.13%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.79%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 1.72%(A)
Portfolio turnover rate..................................... 31%(A)
</TABLE>
66
<PAGE> 147
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD
ENTERPRISE CAPITAL APPRECIATION (CLASS Y) 5/14/98 THROUGH 12/31/98
- --------------------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period......................... $40.71
------
Net investment income (loss)................................ (0.15)(F)
Net realized and unrealized gain (loss) on investments...... 5.34
------
Total from investment operations............................ 5.19
------
Dividends from net investment income........................ --
Distributions from capital gains............................ (7.11)
------
Total distributions......................................... (7.11)
------
Net asset value end of period............................... $38.79
------
Total return................................................ 14.08%(B)
Net assets end of period (in thousands)..................... $ 204
Ratio of expenses to average net assets..................... 1.05%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 1.05%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (0.51)%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ (0.51)%(A)
Portfolio turnover rate..................................... 76 %(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
DECEMBER 31, OCTOBER 1 THROUGH -------------------------------------
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS Y) 1998 DECEMBER 31, 1997 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------- 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period.................. $23.43 $ 26.62 $ 25.08 $19.05 $14.01 $14.74
Net investment income (loss)......................... (0.23)(F) (0.07) (0.13) (0.17) (0.12) (0.04)
Net realized and unrealized gain (loss) on
investments......................................... (0.65) (2.57) 3.73 7.62 5.49 1.58
--------------------------------------------------------------------------
Total from investment operations..................... (0.88) (2.64) 3.60 7.45 5.37 1.54
--------------------------------------------------------------------------
Dividends from net investment income................. -- -- -- -- -- --
Distributions from capital gains..................... -- (0.55) (2.06) (1.42) (0.33) (2.27)
Return of Capital.................................... -- -- -- -- -- --
--------------------------------------------------------------------------
Total distributions.................................. -- (0.55) (2.06) (1.42) (0.33) (2.27)
--------------------------------------------------------------------------
Net asset value end of period........................ $22.55 $ 23.43 $ 26.62 $25.08 $19.05 $14.01
--------------------------------------------------------------------------
Total return......................................... (3.76)% (9.92)%(B) 16.24% 42.07% 39.20% 11.89%
Net assets end of period (in thousands).............. $9,084 $13,540 $15,355 $6,609 $2,950 $1,825
Ratio of expenses to average net assets.............. 1.40% 1.40%(A) 1.84% 1.96% 1.85% 1.85%
Ratio of expenses to average net assets (excluding
waivers)............................................ 2.15% 1.96%(A) 3.08% 3.46% 5.15% 6.16%
Ratio of net investment income (loss) to average net
assets.............................................. (1.03)% (1.12)%(A) (1.30)% (1.43)% (1.33)% (1.37)%
Ratio of net investment income (loss) to average net
assets (excluding waivers).......................... (1.78)% (1.68)%(A) (2.54)% (2.93)% (4.63)% (5.68)%
Portfolio turnover rate.............................. 151% 24% 158% 78% 84% 73%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
------------------------------ MAY 25 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS Y) 1998 1997 1996 DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period....... $ 7.81 $ 5.77 $ 5.43 $ 5.37
Net investment income (loss).............. 0.01(F) 1.45 0.01 0.04
Net realized and unrealized gain (loss) on
investments.............................. 0.46 1.12 0.63 0.26
--------------------------------------------------
Total from investment operations.......... 0.47 2.57 0.64 0.30
--------------------------------------------------
Dividends from net investment income...... -- -- -- (0.04)
Distributions from capital gains.......... (0.22) (0.53) (0.30) (0.20)
--------------------------------------------------
Total distributions....................... (0.22) (0.53) (0.30) (0.24)
--------------------------------------------------
Net asset value end of period............. $ 8.06 $ 7.81 $ 5.77 $ 5.43
--------------------------------------------------
Total return.............................. 6.13% 44.53% 11.83% 5.55%(B)
Net assets end of period (in thousands)... $ 277 $ 119 $1,926 $2,832
Ratio of expenses to average net assets... 1.30% 1.30% 1.30% 1.30%(A)
Ratio of expenses to average net assets
(excluding waivers)...................... 1.39% 1.85% 1.92% 1.81%(A)
Ratio of net investment income (loss) to
average net assets....................... 0.06% 2.74% 0.35% 0.18%(A)
Ratio of net investment income (loss) to
average net assets (excluding waivers)... (0.02)% 2.19% (0.27)% (0.33)%(A)
Portfolio turnover rate................... 33% 63% 144% 37%(A)
</TABLE>
67
<PAGE> 148
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
------------------------------ JULY 5 THROUGH
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS Y) 1998 1997 1996 DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period....... $ 16.71 $ 17.10 $16.07 $14.93
Net investment income (loss).............. 0.14 0.17 0.14 0.02
Net realized and unrealized gain (loss) on
investments.............................. 2.32 0.72 1.92 2.02
--------------------------------------------------
Total from investment operations.......... 2.46 0.89 2.06 2.04
--------------------------------------------------
Dividends from net investment income...... (0.14) (0.15) (0.16) (0.14)
Distributions from capital gains.......... (0.15) (1.13) (0.87) (0.76)
--------------------------------------------------
Total distributions....................... (0.29) (1.28) (1.03) (0.90)
--------------------------------------------------
Net asset value end of period............. $ 18.88 $ 16.71 $17.10 $16.07
--------------------------------------------------
Total return.............................. 14.73% 5.21% 12.86% 13.65%(B)
Net assets end of period (in thousands)... $13,379 $10,986 $8,828 $3,109
Ratio of expenses to average net assets... 1.55% 1.55% 1.55% 1.55%(A)
Ratio of expenses to average net assets
(excluding waivers)...................... 1.66% 1.66% 1.75% 1.75%(A)
Ratio of net investment income (loss) to
average net assets....................... 0.75% 0.95% 1.03% 0.26%(A)
Ratio of net investment income (loss) to
average net assets (excluding waivers)... 0.64% 0.84% 0.84% 0.05%(A)
Portfolio turnover rate................... 52% 27% 24% 31%(A)
</TABLE>
A Annualized
B Not Annualized
F Based on average monthly shares outstanding.
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, JULY 17 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS Y) 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $12.02 $11.87
Net investment income (loss)................................ 0.74 0.35
Net realized and unrealized gain (loss) on investments...... 0.12 0.15
--------------------------------
Total from investment operations............................ 0.86 0.50
--------------------------------
Dividends from net investment income........................ (0.74) (0.35)
Distributions from capital gains............................ -- --
--------------------------------
Total distributions......................................... (0.74) (0.35)
--------------------------------
Net asset value end of period............................... $12.14 $12.02
--------------------------------
Total return................................................ 7.30% 4.02%(B)
Net assets end of period (in thousands)..................... $7,281 $7,569
Ratio of expenses to average net assets..................... 0.85% 0.85%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 0.93% 1.02%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 6.06% 6.40%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers) 5.98% 6.23%(A)
Portfolio turnover rate..................................... 8% 10%(A)
</TABLE>
<TABLE>
<CAPTION>
UNAUDITED
YEAR ENDED FOR THE PERIOD
DECEMBER 31, JULY 25 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS Y) 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $12.35 $12.17
Net investment income (loss)................................ 0.99 0.67
Net realized and unrealized gain (loss) on investments...... (0.68) 0.18
--------------------------------
Total from investment operations............................ 0.31 0.85
--------------------------------
Dividends from net investment income........................ (0.99) (0.67)
Distributions from capital gains............................ (0.16) --
--------------------------------
Total distributions......................................... (1.15) (0.67)
--------------------------------
Net asset value end of period............................... $11.51 $12.35
--------------------------------
Total return................................................ 2.49% 5.24%(B)
Net assets end of period (in thousands)..................... $2,032 $ 809
Ratio of expenses to average net assets..................... 0.85% 0.85%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 1.00% 1.02%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 8.30% 8.26%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 8.16% 8.09%(A)
Portfolio turnover rate..................................... 114% 175%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
--------------------------- 7/5/95 THROUGH
ENTERPRISE MANAGED FUND (CLASS Y) 1998 1997 1996 12/31/95
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period......................... $ 9.27 $ 7.98 $ 6.70 $ 6.17
Net investment income (loss)................................ 0.10 0.08 0.09 0.03
Net realized and unrealized gain (loss) on investments...... 0.55 1.64 1.42 0.57
--------------------------------------------
Total from investment operations............................ 0.65 1.72 1.51 0.60
--------------------------------------------
Dividends from net investment income........................ (0.09) (0.07) (0.09) (0.04)
Distributions from capital gains............................ (0.58) (0.36) (0.14) (0.03)
--------------------------------------------
Total distributions......................................... (0.67) (0.43) (0.23) (0.07)
--------------------------------------------
Net asset value end of period............................... $ 9.25 $ 9.27 $ 7.98 $ 6.70
--------------------------------------------
Total return................................................ 7.20% 21.60% 22.63% 9.80%(B)
Net assets end of period (in thousands)..................... $89,084 $80,879 $57,794 $26,664
Ratio of expenses to average net assets..................... 1.05% 1.04% 1.12% 1.30%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 1.05% 1.04% 1.12% 1.41%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.01% 0.92% 1.57% 1.39%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 1.01% 0.92% 1.57% 1.28%(A)
Portfolio turnover rate..................................... 43% 28% 33% 26%(A)
</TABLE>
68
<PAGE> 149
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED FOR THE PERIOD
DECEMBER 31, JULY 17 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS Y) 1998 DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $ 1.00 $ 1.00
Net investment income (loss)................................ 0.05 0.02
--------------------------------
Total from investment operations............................ 0.05 0.02
--------------------------------
Dividends from net investment income........................ (0.05) (0.02)
--------------------------------
Total distributions......................................... (0.05) (0.02)
--------------------------------
Net asset value end of period............................... $ 1.00 $ 1.00
--------------------------------
Total return................................................ 5.04% 2.31%(B)
Net assets end of period (in thousands)..................... $3,413 $2,700
Ratio of expenses to average net assets..................... 0.65% 0.70%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 0.65% 0.95%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 4.92% 4.96%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 4.92% 4.71%(A)
</TABLE>
AAnnualized
BNot Annualized
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 1, 1998
THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS Y) DECEMBER 31, 1998
- -------------------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period......................... $ 5.00
Net investment income (loss)................................ 0.01
Net realized and unrealized gains (losses) on investments... 1.04
------
Total from investment operations............................ 1.05
------
Dividends from net investment income........................ --
Distributions from net realized capital gains............... --
------
Total distributions......................................... --
------
Net asset value end of period............................... $ 6.05
------
Total return................................................ 21.00%(B)
Net assets end of period (in thousands)..................... $5,697
Ratio of expenses to average net assets..................... 1.30%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 5.09%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 0.61%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ (3.18)%(A)
Portfolio turnover rate..................................... 2%
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS Y) 11/17/98 THROUGH 12/31/98
- --------------------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period........................ $14.12
Net investment income (loss)............................... 0.07
Net realized and unrealized gains (losses) on
investments............................................... 0.03
------
Total from investment operations........................... 0.10
------
Dividends from net investment income....................... (0.07)
Distributions from net realized capital gains.............. (0.31)
------
Total distributions........................................ (0.38)
------
Net asset value end of period.............................. $13.84
------
Total return............................................... 0.75%(B)
Net assets end of period (in thousands).................... $ 65
Ratio of expenses to average net assets.................... 0.65%(A)
Ratio of expenses to average net assets (excluding
waivers).................................................. 0.95%(A)
Ratio of net investment income (loss) to average net
assets.................................................... 4.75%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)....................................... 4.45%(A)
Portfolio turnover rate.................................... 100%(A)
</TABLE>
69
<PAGE> 150
FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD
ENTERPRISE EQUITY FUND (CLASS Y) 10/14/98 THROUGH 12/31/98
- --------------------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period........................ $ 5.86
Net investment income (loss)............................... 0.01
Net realized and unrealized gains (losses) on
investments............................................... 0.63
------
Total from investment operations........................... 0.64
------
Dividends from net investment income....................... (0.04)
Distributions from net realized capital gains.............. (0.03)
------
Total distributions........................................ (0.07)
------
Net asset value end of period.............................. $ 6.43
------
Total return............................................... 10.93%(B)
Net assets end of period (in thousands).................... $ 57
Ratio of expenses to average net assets.................... 1.13%(A)
Ratio of expenses to average net assets (excluding
waivers).................................................. 2.26%(A)
Ratio of net investment income (loss) to average net
assets.................................................... 1.04%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)....................................... (0.11)%(A)
Portfolio turnover rate.................................... 35%(A)
</TABLE>
70
<PAGE> 151
Atlanta Financial Center
3343 Peachtree Road, Suite 450
Atlanta, Georgia 30326-1022
STATEMENT OF ADDITIONAL INFORMATION
EQUITY FUNDS:
Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund
INCOME FUNDS:
Government Securities Fund
High-Yield Bond Fund
Tax-Exempt Income Fund
FLEXIBLE FUND:
Managed Fund
MONEY MARKET FUND:
Money Market Fund
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Enterprise Group of Funds, Inc. (the
"Corporation") Prospectus dated May 3, 1999, which has been filed with the
Securities and Exchange Commission and can be obtained, without charge, by
writing to the Corporation at 3343 Peachtree Road, N.E., Suite 450, Atlanta,
Georgia 30326, or by calling the Corporation at the following numbers:
1-800-432-4320
1-800-368-3527 (SHAREHOLDER SERVICES)
The Prospectus is incorporated by reference into this Statement of
Additional Information, and this Statement of Additional Information is
incorporated by reference into the Prospectus.
The date of this Statement of Additional Information is May 3, 1999.
<PAGE> 152
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
General Information and History...................................................................................1
Investment Objectives and Policies................................................................................1
Certain Investment Securities, Techniques and Associated Risks...................................................12
Investment Restrictions..........................................................................................22
Portfolio Turnover...............................................................................................25
Management of the Corporation....................................................................................26
Investment Advisory and Other Services ..........................................................................29
Investment Advisory Agreement...........................................................................29
Fund Manager Arrangements...............................................................................31
Distributor's Agreements And Plans Of Distribution......................................................35
Miscellaneous...........................................................................................37
Purchase, Redemption and Pricing of Securities Being Offered.....................................................37
Initial Sales Charge Waivers and Reductions.............................................................38
Exemptions from Class A, B and C CDSC...................................................................38
CDSC Waivers and Reductions.............................................................................39
Services For Investors..................................................................................40
Conversion of Class B shares............................................................................42
Exchange Privilege......................................................................................42
Redemptions In Kind.....................................................................................43
Determination Of Net Asset Value........................................................................43
Fund Transactions and Brokerage..................................................................................49
Performance Comparisons..........................................................................................52
Taxes............................................................................................................55
Dividends and Distributions......................................................................................58
Additional Information...........................................................................................59
Custodian, Transfer and Dividend Disbursing Agent................................................................60
Independent Accountants..........................................................................................61
Financial Statements.............................................................................................61
Appendix A.......................................................................................................62
Appendix B.......................................................................................................64
</TABLE>
i
<PAGE> 153
GENERAL INFORMATION AND HISTORY
The Enterprise Group of Funds, Inc. (the "Corporation"), an open-end
management investment company, was incorporated in Maryland on January 2, 1968,
as Alpha Fund, Inc. On September 14, 1987, the Corporation's name was changed to
The Enterprise Group of Funds, Inc. and the Corporation's common stock was
divided into nine classes, each of which representing shares of a separate fund
of the Corporation (each a "Fund," and collectively the "Funds"). Effective May
1, 1990, the Corporation added its Money Market Fund. Effective October 1, 1993,
the Corporation added its Small Company Value Fund and effective October 3,
1994, the Corporation added its Managed Fund. Effective May 1, 1995, the
Corporation added Class B and Class Y Shares. Effective May 1, 1997, the
Corporation added Class C Shares and the Equity, Growth and Income and Small
Company Growth Funds. Effective October 1, 1998, the Corporation added its
Global Financial Services Fund. Each Fund is diversified, as that term is
defined in the Investment Company of 1940.
INVESTMENT OBJECTIVES AND POLICIES
The following information is provided for those investors wishing to
have more comprehensive information than that contained in the Prospectus. The
investment objectives of each Fund may not be changed without approval of a
majority of the outstanding voting securities of that Fund.
Equity Funds
Under normal market conditions, at least 65% of the net asset value of
the nine Equity Funds will be invested in common equity securities. The
remainder of the Equity Funds' assets may be invested in repurchase agreements,
bankers acceptances, bank certificates of deposit, commercial paper and similar
money market instruments, convertible bonds, convertible preferred stock,
preferred stock, corporate bonds, U.S. Treasury, notes and bonds, American
Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"), rights and
warrants.
The Growth, Growth and Income, Equity, Equity Income, Capital
Appreciation, Global Financial Services, Small Company Growth and Small Company
Value Funds invest in securities that are traded on national securities
exchanges and in the over-the-counter market. Each of these Funds, except the
Global Financial Services Fund, may invest up to 20% of its assets in foreign
securities provided they are listed on a domestic or foreign securities exchange
or are represented by ADRs or EDRs. The Global Financial Services Fund may
invest over 50% of its assets in foreign securities. As noted below, the
International Growth Fund invests principally in the securities of foreign
issuers listed on recognized foreign exchanges, but may also invest in
securities traded on the over-the-counter market. No Fund may invest more than
10% of its net assets in illiquid, including restricted, securities.
Growth Fund. The objective of the Growth Fund is capital appreciation.
The Fund's common stock selection emphasizes those
<PAGE> 154
companies having growth characteristics, but the Fund's investment policy
recognizes that securities of other companies may be attractive for capital
appreciation purposes by virtue of special developments or depression in price
believed to be temporary. The potential for appreciation of capital is the basis
for investment decisions; any income is incidental.
Growth and Income Fund. The objective of the Growth and Income Fund is
total return through capital appreciation with income as a secondary
consideration. The Fund will invest in securities of companies which the Fund
Manager believes to be financially sound and will consider such factors as the
sales, growth and profitability prospects for the economic sector and markets in
which the company operates and for the services or products it provides; the
financial condition of the company; its ability to meet its liabilities and to
provide income in the form of dividends; the prevailing price of the security;
how that price compares to historical price levels of the security to current
price levels in the general market, and to the prices of competing companies;
projected earnings estimates and projected earnings growth rate of the company,
and the relation of those figures to the current price. The securities held in
the Growth and Income Fund will generally reflect the price volatility of the
broad equity market.
Equity Fund. The investment objective of the Equity Fund is long-term
capital appreciation. The Fund invests in securities (primarily equity
securities) of companies that are believed by the Fund Manager to be undervalued
in the marketplace in relation to factors such as the companies' assets or
earnings. It is the Fund Manager's intention to invest in securities of
companies which in the Fund Manager's opinion possess one or more of the
following characteristics: undervalued assets, valuable consumer or commercial
franchises, securities valuation below peer companies, substantial and growing
cash flow and/or a favorable price to book value relationship. Investment
policies aimed at achieving the Fund's objective are set in a flexible framework
of securities selection which primarily includes equity securities, such as
common stocks, preferred stocks, convertible securities, rights and warrants in
proportions which vary from time to time. Under normal circumstances at least
65% of the Fund's assets will be invested in equity securities. The Fund will
invest primarily in stocks listed on the New York Stock Exchange. In addition,
it may also purchase securities listed on other domestic securities exchanges,
securities traded in the domestic over-the-counter market and foreign securities
provided that they are listed on a domestic or foreign securities exchange or
represented by ADRs or EDRs listed on a domestic securities exchange or traded
in the United States over-the-counter market.
Equity Income Fund. The objective of the Equity Income Fund is a
combination of growth and income to achieve an above-average and consistent
total return. The Fund invests primarily in
2
<PAGE> 155
dividend-paying common stocks. Under normal circumstances, at least 65% of the
Fund's total assets will be invested in income-producing equity securities.
The Fund's principal criterion in stock selection is above-average
yield, and it uses this criterion as a discipline to enhance stability and
reduce market risk. Subject to this primary criterion, the Fund invests in
stocks that have relatively low price to earnings ratios or relatively low price
to book value ratios.
Capital Appreciation Fund. The objective of the Capital Appreciation
Fund is maximum capital appreciation. The Fund invests primarily in common
stocks of companies that demonstrate accelerating earnings momentum and
consistently strong financial characteristics.
The Fund invests primarily in common stocks of companies which meet the
Fund Manager's criteria of: (a) steadily increasing earnings; and (b) a
three-year average performance record of sales, earnings, dividend growth,
pretax margins, return on equity and reinvestment rate at an aggregate average
of 1.5 times the average performance of the Standard & Poor's 500 common stocks
("S&P 500") for the same period. The Fund attempts to invest in a range of
small, medium and large companies designed to achieve an average capitalization
of the companies in which it invests that is less than the average
capitalization of the S&P 500. The potential for maximum capital appreciation is
the basis for investment decisions; any income is incidental.
Small Company Growth Fund. The Small Company Growth Fund seeks to
achieve its objective of capital appreciation by investing primarily in common
stocks of small companies with strong earnings growth and potential for
significant capital appreciation. Under normal market conditions, the Fund will
have at least 65% of its total assets in small capitalization stocks (market
capitalization of up to $1 billion) and generally that percentage will be
considerably higher. The Fund reserves the right to have some of its assets in
the equities of companies with over $1 billion in market capitalization. These
holdings may be equities that have appreciated since original purchase or
equities of companies with a market capitalization in excess of $1 billion at
the time of purchase. The Fund will normally be as fully invested as practicable
in common stocks, but also may invest up to 5% of its assets in warrants and
rights to purchase common stocks.
In pursuing its objective, the Fund Manager will seek out the stocks of
small companies that are expected to have above average growth in earnings and
are reasonably valued. The Fund Manager uses a disciplined approach in
evaluating growth companies. It relates the expected growth rate in earnings to
its price-earnings ratio of the stock. Generally, the Fund Manager will not buy
a stock if its price-earnings ratio exceeds its growth rate. By using this
valuation parameter, the Fund Manager believes it moderates some of the inherent
volatility in the small-capitalization sector of the market. Securities will be
sold when the Fund Manager believes the stock price exceeds the valuation
criteria, or when the stock appreciates to a point where it is substantially
overweighted in the portfolio, or when the company no longer meets The Fund
Manager's expectations. The Fund Manager's goal is to
3
<PAGE> 156
hold a stock for a minimum of one year but this may not always be feasible and
there may be times when short-term gains or losses will be realized.
Small Company Value Fund. The objective of the Small Company Value Fund
is maximum capital appreciation. The Fund invests at least 65% of its assets in
the common equity securities of companies (based on the total outstanding common
shares at the time of investment) which have a market capitalization of up to
$1 billion.
The Fund intends to invest the remaining 35% of its total assets in the
same manner but reserves the right to use some or all of the 35% to invest in
equity securities of companies (based on the total outstanding common shares at
the time of investment) which have a market capitalization of more than $1
billion.
In pursuing its objective, the Fund's strategy will be to invest in
stocks of companies with value that may not be fully reflected by the current
stock price. Since small companies tend to be less actively followed by stock
analysts, the market may overlook favorable trends and then adjust its valuation
more quickly once investor interest has surfaced. The Fund Manager uses a number
of proprietary research techniques in various sectors to seek out companies in
the public market that are selling at a discount to what the Fund Manager terms
the private market value (PMV) of the companies. The Fund Manager then
determines whether there is an emerging valuation catalyst that will increase
market price. Smaller companies may be subject to a valuation catalyst such as
increased investor attention, takeover efforts or a change in management.
International Growth Fund. The objective of the International Growth
Fund is capital appreciation. The Fund primarily invests in a diversified
portfolio of non-U.S. equity securities.
It is an operating policy of the Fund that it will invest at least 80%
of its total assets (except when maintaining a temporary defensive position) in
equity securities of companies domiciled outside the United States. That portion
of the Fund not invested in equity securities is, in normal circumstances,
invested in U.S. and foreign government securities, high-grade commercial paper,
certificates of deposit, foreign currency, bankers acceptances, cash and cash
equivalents, time deposits, repurchase agreements and similar money market
instruments, both foreign and domestic. The Fund may invest in convertible debt
securities of foreign issuers which are convertible into equity securities at
such time as a market for equity securities is established in the country
involved.
4
<PAGE> 157
The International Growth Fund will invest primarily in equity securities, which
may achieve capital appreciation by selecting companies with superior potential
based on a series of macro and micro analyses. The International Growth Fund may
select its investments from companies which are listed on a domestic or foreign
securities exchange or from companies whose securities have an established
over-the-counter market, and may make limited investments in "thinly traded"
securities.
The International Growth Fund will normally have at least 65% of its assets
invested in European and Pacific Basin equity securities. The International
Growth Fund intends to broadly diversify investments among countries and
normally to have represented in the portfolio issuers located in not less than
three different countries. The selection of the securities in which the
International Growth Fund will invest will not be limited to companies of any
particular size.
Using a bottom-up investment approach, Vontobel USA invests in large- and
medium-capitalization companies that have a long record of successful
operations in their core business. Typically such companies occupy a leading
position in their industry, have consistently generated free cash flow, and
have achieved earnings growth through increasing market share and unit sales
volumes. Vontobel USA's goal is to construct a portfolio of the best companies
in the developed markets of Europe and the Pacific Basin without making any
country bets. With approximately 80-100 names, the International Growth Fund
also seeks to be well diversified in terms of industry exposure. Vontobel USA
analyzes approximately 35 international equity markets, including those
comprised in Morgan Stanley Capital International's EAFE (Europe, Australia and
Far East). The Adviser also gives consideration to such factors as market
liquidity, accessibility to foreign investors, regulatory protection of
shareholders, accounting and disclosure standards, transferability of funds and
foreign exchange controls, if any.
5
<PAGE> 158
Global Financial Services Fund
The objective of the Global Financial Services Fund is capital appreciation.
The Global Financial Services Fund invests almost exclusively in financial
services stocks with average holdings of between 55 and 75 stocks. At least 65%
of total assets of the Fund will normally be invested in financial services
stocks. In addition, the Fund primarily invests in U.S. financial services
companies. Other countries eligible for inclusion into this service will be
limited to the developed market as represented by the MSCI EAFE Index with
Canada. The Fund Manager will not make investments in emerging markets. The
Fund is broadly diversified geographically, typically with holdings in ten or
more foreign countries. The vast majority of the investments are made in common
stocks with a fully invested
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posture being the norm. Individual security positions are controlled so that no
single holding will dominate the portfolio.
The Fund Manager employs a centralized investment approach in all
portfolios. The Global Investment Policy Group uses its many years of experience
and market memory to review analysts' latest research findings and forecasts.
The group integrates the work of analysts, economists and the quantitative
group, systematically applying valuation and portfolio construction processes to
select securities. The portfolio managers then apply the Investment Policy
Group's decisions, deviating only to conform to Fund objectives.
The Fund Manager employs 129 analysts who take an intensive, long-term
approach to forecasting earnings power and growth. Organized in global industry
teams so that they can discern companies' strategies, cost pressures and
competition in a global context, the Fund Manager's analysts are centrally
located so that the senior professionals can control the quality of their
findings.
Income Funds
Investors should refer to Appendix A to this Statement of Additional
Information for a description of the Moody's Investors Service, Inc. ("Moody's")
and Standard & Poor's ("S&P") ratings mentioned below.
Government Securities Fund. The objective of the Government Securities
Fund is current income and safety of principal. The Fund invests primarily in
from securities that are obligations of the U.S. Government, its agencies and
instrumentalities ("U.S. Government Securities").
It is a fundamental policy of the Fund that under normal conditions at
least 80% of the value of its net assets will be invested in U.S. Government
Securities. Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities are generally considered to be of the same or
higher credit quality as privately issued securities rated Aaa by Moody's
Investor Services or AAA by Standard & Poor's.
U.S. Government Securities consist of direct obligations of the U.S.
Treasury (such as treasury bills, treasury notes and treasury bonds) and
securities issued or guaranteed by agencies and instrumentalities of the United
States Government. Those securities issued by agencies or instrumentalities may
or may not be backed by the full faith and credit of the United States. Examples
of full faith and credit securities are securities issued by the Government
National Mortgage Association ("GNMA Certificates"). Examples of agencies or
instrumentalities whose securities are not backed by the full faith and credit
of the United States are the Federal Farm Credit System, the Federal Home Loan
Banks, the Tennessee Valley Authority, the United States Postal Service and the
Export-Import Bank. The Fund will choose among these categories in order to
achieve the highest level of current income and safety of principal.
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The remainder of the Fund's assets may be invested in repurchase
agreements, bankers acceptances, bank certificates of deposit, commercial paper
and similar money market instruments, corporate bonds and other mortgage-related
securities (including collateralized mortgage obligations or "CMOs") rated Aaa
by Moody's or AAA by S&P at the time of the investment or determined by the Fund
Manager to be of comparable credit quality at the time of investment to such
rated securities. In making such investments, the Fund Manager seeks income but
gives careful attention to security of principal and considers such factors as
marketability and diversification. For a discussion of CMOs and related risks,
see "Certain Investment Techniques and Associated Risks in this Statement of
Additional Information."
As described in "Certain Investment Techniques and Associated Risks,"
the Fund may write and sell covered call option contracts on securities that it
owns (in an effort to enhance income through hedging and other investment
techniques) to the extent of 20% of the value of its net assets at the time such
option contracts are written.
High-Yield Bond Fund. The objective of the High-Yield Bond Fund is
maximum current income. The Fund invests primarily in debt securities that are
rated Ba or lower by Moody's or BB or lower by S&P.
It is a fundamental policy of the Fund that under normal circumstances
it will invest at least 80% of the value of its total net assets (at least 65%
of gross assets) in high-yielding, income-producing domestic corporate bonds
that are rated below investment grade and rated B3 or better by Moody's or B-
or better by S&P. The corporate bonds in which the Fund invests are
high-yielding but normally carry a greater credit risk than bonds with higher
ratings. In addition, such bonds, commonly referred to as "junk bonds," may
involve greater volatility of price than higher-rated bonds. For a discussion
of high-yield securities and related risks, see "Certain Investment Techniques
and Associated Risks."
The Fund's investments are selected by the Fund Manager after careful
examination of the economic outlook to determine those industries that appear
favorable for investments. Industries going through a perceived decline
generally are not candidates for selection. After the industries are selected,
bonds of issuers within those industries are selected based on their
creditworthiness, their yields in relation to their credit and the relative
strength of their common stock prices. Companies near or in bankruptcy are not
considered for investment. The Fund does not purchase bonds which are rated Ca
or lower by Moody's or CC or lower by S&P or which, if unrated, in the judgment
of the Fund Manager have characteristics of such lower-grade bonds. Should an
investment purchased with the above-described credit quality requisites be
downgraded to Ca or lower or CC or lower, the Fund Manager shall have discretion
to hold or liquidate the security.
Subject to the restrictions described above, under normal
circumstances, up to 20% of the Fund's assets may include: (1) bonds rated Caa
by Moody's or CCC by S&P; (2) unrated debt securities which, in the judgment of
the Fund Manager have characteristics similar to below investment grade bonds;
(3) convertible debt securities; (4) puts, calls and futures as hedging
devices;
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(5) foreign issuer debt securities; and (6) short-term money market
instruments, including certificates of deposit, commercial paper, U.S.
Government Securities and other income-producing cash equivalents. For a
discussion of puts, calls, and futures and their related risks, see "Certain
Investment Techniques and Associated Risks."
Tax-Exempt Income Fund. The objective of the Tax-Exempt Income Fund is
a high level of current income not includable in gross income for federal income
tax purposes, with consideration given to preservation of principal. The Fund
invests primarily in a diversified portfolio of long-term investment grade
municipal bonds.
It is a fundamental policy of the Fund that under normal circumstances
it will invest at least 80% of its net assets in investment grade "Municipal
Securities" (or futures contracts or options on futures with respect thereto)
which, at the time of investment, are investment grade or in Municipal
Securities which are not rated if, based upon credit analysis by the Fund
Manager, it is believed that such securities are of comparable quality to such
rated bonds. Municipal Securities are notes and bonds issued by or on behalf of
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities. These
securities are traded primarily in the over-the-counter market. Such securities
may have fixed, variable or floating rates of interest. The interest on
investment grade Municipal Securities, in the opinion of counsel for issuers and
the Fund, is generally not includable in gross income for federal income tax
purposes, and is generally not subject to the alternative minimum tax. See the
Appendix B for a further description of Municipal Securities.
Investment grade securities in which the Fund may invest are those
bonds rated within the three highest ratings by Moody's (Aaa, Aa, A) or S&P
(AAA, AA, A); notes given one of the three highest ratings by Moody's (MIG1,
MIG2, MIG3) commercial paper rated P-1 by Moody's or A-1 by S&P; and
variable rate securities rated VMIG1 or VMIG2 by Moody's.
While there are no maturity restrictions on the Municipal Securities in
which the Fund invests, the average maturity is expected to range between 10 and
25 years. The Fund Manager will actively manage the Fund, adjusting the average
Fund maturity and in some cases utilizing futures contracts and options on
futures as a defensive measure according to its judgment of anticipated interest
rates. During periods of rising interest rates and falling prices, a shorter
weighted average maturity may be adopted to cushion the effect of bond price
declines on the Fund's net asset value. When rates are falling and prices are
rising, a longer weighted average maturity rate may be adopted. For a discussion
on futures and their related risks, see "Certain Investment Techniques and
Associated Risks."
The Fund may also invest up to 20% of its net assets in cash, cash
equivalents and debt securities, the interest from which may be subject to
federal income tax. Investments in taxable
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securities will be limited to investment grade corporate debt securities and
U.S. Government Securities.
The Fund will invest at least 80% of its gross assets in tax-exempt
securities, the interest on which is not subject to federal alternative minimum
tax.
Flexible Fund
Managed Fund. The objective of the Managed Fund is growth of capital
over time. The Fund invests in a diversified portfolio consisting of common
stocks, bonds and cash equivalents, the percentages of which will vary based on
the Fund Manager's assessments of the relative outlook for such investments. In
seeking to achieve its investment objective, the types of equity securities in
which the Fund may invest will be the same as those in which the Equity Funds
invest. Debt securities are expected to be predominantly investment grade
intermediate to long-term U.S. Government and corporate debt, although the Fund
will also invest in high quality short-term money market and cash equivalent
securities and may invest all of its assets in such securities when the Fund
Manager deems it advisable in order to preserve capital. In addition, the Fund
may also invest up to 20% of its assets in foreign securities provided that they
are listed on a domestic or foreign securities exchange or are represented by
ADRs or EDRs listed on a domestic securities exchange or traded in the United
States over-the-counter market.
The allocation of the Fund's assets among the different types of
permitted investments will vary from time to time based upon the Fund Manager's
evaluation of economic and market trends and its perception of the relative
values available from such types of securities at any given time. There is
neither a minimum nor a maximum percentage of the Fund's assets that may, at any
given time, be invested in any of the types of investments identified above.
Consequently, while the Fund will earn income to the extent it is invested in
bonds or cash equivalents, the Fund does not have any specific income objective.
However, it is a policy of the Fund that it will not invest more than 5% of the
value of its total assets in high-yield securities.
Money Market Fund
Money Market Fund. The investment objective of the Money Market Fund is
to provide the highest possible level of current income, consistent with
preservation of capital and liquidity. Securities in which the Fund will invest
may not yield as high a level of current income as securities of lower quality
and longer maturity which generally have less liquidity and greater market risk.
The Money Market Fund seeks to achieve its objective by investing in a
diversified portfolio of high-quality money market instruments, comprised of
U.S. dollar-denominated instruments which present minimal credit risks and are
of eligible quality which consist of the following:
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1. obligations issued or guaranteed as to principal and interest by the
United States Government or any agency or authority controlled or
supervised by and acting as an instrumentality of the U.S. Government
pursuant to authority granted by Congress;
2. U.S. dollar denominated commercial paper, negotiable certificates of
deposit, letters of credit, time deposits and bankers acceptances, of
U.S. or foreign banks, and U.S. or foreign savings and loans
associations, which at the date of investment have capital, surplus and
undistributed profits as of the date of their most recent published
financial statements of $500,000,000 or greater;
3. short-term corporate debt instruments (commercial paper or variable
amount master demand notes) rated "A-1" or "A-2" by S&P or "Prime 1" or
"Prime 2" by Moody's or Tier 1 by any two Nationally Recognized
Statistical Rating Organizations ("NRSRO"), or, if not rated, issued by
a company rated at least "A" by any two NRSROs; however, investments in
securities of all issuers having the second highest rating (A-2/P-2)
assigned shall be limited to no more than five percent of the Fund's
assets at the time of purchase, with the investment of any one such
issuer being limited to not more than one percent of Fund assets at the
time of purchase;
4. corporate obligations limited to non-convertible corporate debt
securities having one year or less remaining to maturity and which are
rated "AA" or better by S&P or "Aa" or better by Moody's; and
5. repurchase agreements with respect to any of the foregoing
obligations.
The Money Market Fund will limit its investment in the securities of
any one issuer to no more than five percent of Fund assets, measured at the time
of purchase.
In addition, the Money Market Fund will not purchase any security,
including any repurchase agreement maturing in more than seven days, which is
subject to legal or contractual delays on resale or which is not readily
marketable if more than 10% of the net assets of the Money Market Fund, taken at
market value would be invested in such securities.
After purchase by the Money Market Fund, a security may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Money Market Fund. Neither event will require a sale of such security by the
Money Market Fund. The Fund Manager will consider such event in its
determination of whether the Money Market Fund should continue to hold the
security provided that the security presents minimal credit risks and that
holding the security is in the best interests of the Fund. To the extent Moody's
or S&P may change their rating systems generally (as described in Appendix A)
the Money Market Fund will attempt to use comparable ratings as standards for
investments in accordance with investment policies contained herein and in the
Fund's Prospectus.
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The dollar-weighted average maturity of the Money Market Fund will be
90 days or less.
All investments of the Money Market Fund will be limited to instruments
which are determined to be of eligible quality, which, if instruments of foreign
issuers, are United States dollar-denominated instruments presenting minimal
credit risk, and all of which are either:
1. of those rated in the two highest rating categories by any NRSRO, or
2. if the instrument is not rated, of comparable quality as determined
by or under the direction of the Board of Directors.
Generally, instruments with NRSRO ratings in the two highest grades are
considered "high quality." All of the money market investments will mature in
397 days or less. The Money Market Fund will use the amortized cost method of
securities valuation, as described more fully below in "Determination of Net
Asset Value."
CERTAIN INVESTMENT SECURITIES, TECHNIQUES
AND ASSOCIATED RISKS
Following is a description of certain investment techniques employed by
the Funds, and certain types of securities invested in by the Funds and
associated risks. Unless otherwise indicated, all of the Funds may use the
indicated techniques and invest in the indicated securities.
Mortgage-Related Securities and Asset-Backed Securities
Up to 20% of the net assets of the Government Securities Fund may be
invested in assets other than U.S. Government Securities, including
collateralized mortgage-related securities ("CMOs") and asset-backed securities.
These securities are considered to be volatile and may be thinly traded. CMOs
are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities. Payments of principal and interest on the mortgages
are passed through to the holders of the CMOs on the same schedule as they are
received, although certain classes of CMOs have priority over others with
respect to the receipt of prepayments on the mortgages. Therefore, depending on
the type of CMOs in which the Government Securities Fund invests, the investment
may be subject to a greater or lesser risk of prepayment than other types of
mortgage-related securities.
While there are many versions of CMOs and asset-backed securities, some
include "Interest Only" or "IO" -- where all interest payments go to one class
of holders, "Principal Only" or "PO" -- where all of the principal goes to a
second class of holders, "Floaters" -- where the coupon rate floats in the same
direction as interest rates and "Inverse Floaters" --where the coupon rate
floats in the opposite direction as interest rates. All of these securities are
volatile; they also have particular risks in differing interest rate
environments as described below.
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The yield to maturity on an IO class is extremely sensitive to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse
effect on yield to maturity and, therefore, the market value of the IO. As
interest rates rise and fall, the value of IOs tends to move in the same
direction as interest rates. Accordingly, investment in IOs can theoretically be
expected to contribute to stabilizing the Fund's net asset value. However, if
the underlying mortgage assets experience greater than anticipated prepayments
of principal, the Fund may fail to fully recoup its initial investment in these
securities even if the securities are rated AAA or the equivalent. Conversely,
while the yield to maturity on a PO class is also extremely sensitive to rate of
principal payments (including prepayments) on the related underlying mortgage
assets, a slow rate of principal payments may have a material adverse effect on
yield to maturity and therefore the market value of the PO. As interest rates
rise and fall, the value of POs tends to move in the opposite direction from
interest rates. This is typical of most debt instruments.
Floaters and Inverse Floaters ("Floaters") are extremely sensitive to
the rise and fall in interest rates. The coupon rate on these securities is
based on various benchmarks, such as LIBOR ("London Inter-Bank Offered Rate")
and the 11th District cost of funds (the base rate). The coupon rate on Floaters
can be affected by a variety of terms. Floaters can be reset at fixed intervals
over the life of the Floater, float with a spread to the base rate or be a
certain percentage rate minus a certain base rate. Some Floaters have floors
below which the interest rate cannot be reset and/or ceilings above which the
interest rate cannot be reset. The coupon rate and/or market value of Floaters
tend to move in the same direction as the base rate while the coupon rate and/or
market value of Inverse Floaters tend to move in the opposite direction from the
base rate.
The market value of all CMOs and other asset-backed securities are
determined by supply and demand in the bid/ask market, interest rate movements,
the yield curve, forward rates, prepayment assumptions and credit of the
underlying issuer. Further, the price actually received on a sale may be
different from bids when the security is being priced. CMOs and asset-backed
securities trade over a bid and ask market through several large market makers.
Due to the complexity and concentration of derivative securities, the liquidity
and, consequently, the volatility of these securities can be sharply influenced
by market demand.
Asset-backed and mortgage-related securities may not be readily
marketable. To the extent any of these securities are not readily marketable in
the judgment of the Fund Manager (subject to the oversight of the Board of
Directors), the investment restriction limiting the Fund's investment in
illiquid instruments to not more than 10% of the value of its net assets will
apply. However, IOs and POs issued by the U.S. Government, its agencies and
instrumentalities, and backed by fixed-rate mortgages may be excluded from this
limit, if, in the judgment of the Fund Manager (subject to the oversight of the
Board of Directors) such IOs and POs are readily marketable. The Government
Securities Fund does not intend to invest in residual interests, privately
issued securities or subordinated classes of underlying mortgages.
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High-Yield Securities
Notwithstanding the investment policies and restrictions applicable to
the High-Yield Bond and Managed Funds which were designed to reduce risks
associated with such investments, high-yield securities may carry higher levels
of risk than many other types of income producing securities. These risks are of
three basic types: the risk that the issuer of the high-yield bond will default
in the payment of principal and interest; the risk that the value of the bond
will decline due to rising interest rates, economic conditions, or public
perception; and the risk that the investor in such bonds may not be able to
readily sell such bonds. Each of the major categories of risk are affected by
various factors, as discussed below:
High-Yield Bond Market. The high-yield bond market has grown in the
context of a long economic expansion. Any downturn in the economy may have a
negative impact on the perceived ability of the issuer to make principal and
interest payments which may adversely affect the value of outstanding high-yield
securities and reduce market liquidity.
Sensitivity To Interest Rate and Economic Changes. In general, the
market prices of bonds bear an inverse relationship to interest rates; as
interest rates increase, the prices of bonds decrease. The same relationship may
hold for high-yield bonds, but in the past high-yield bonds have been somewhat
less sensitive to interest rate changes than treasury and investment grade
bonds. While the price of high-yield bonds may not decline as much, relatively,
as the prices of treasury or investment grade bonds decline in an environment of
rising interest rates, the market price, or value, of a high-yield bond will be
expected to decrease in periods of increasing interest rates, the net asset
value of the High-Yield Bond Fund. High-yield bond prices may not increase as
much, relatively, as the prices of treasury or investment grade bonds in periods
of decreasing interest rates. Payments of principal and interest on bonds are
dependent upon the issuer's ability to pay. Because of the generally lower
creditworthiness of issuers of high-yield bonds, changes in the economic
environment generally, or in an issuer's particular industry or business, may
severely impair the ability of the issuer to make principal and interest
payments and may depress the price of high-yield securities more significantly
than such changes would affect higher-rated, investment-grade securities.
Payment Expectations. Many high-yield bonds contain redemption or call
provisions which might be expected to be exercised in periods of decreasing
interest rates. Should bonds in which the High-Yield Bond Fund has invested be
redeemed or called during such an interest rate environment, the Fund would have
to sell such securities without reference to their investment merit and reinvest
the proceeds received in lower yielding securities, resulting in a decreased
return for investors in the High-Yield Bond Fund. In addition, such redemptions
or calls may reduce the High-Yield Bond Fund's asset base over which the Fund's
investment expenses may be spread.
Liquidity and Valuation. Because of periods of relative illiquidity,
many high-yield bonds may be thinly traded. As a result, the ability to
accurately value high-yield bonds and
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determine the net asset value of the High-Yield Bond Fund, as well as the Fund's
ability to sell such securities, may be limited. Public perception of and
adverse publicity concerning high-yield securities may have a significant
negative impact on the value and liquidity of high-yield securities, even though
not based on fundamental investment analysis.
Tax Considerations. To the extent that a Fund invests in securities
structured as zero coupon bonds, or other securities issued with original issue
discount, the Fund will be required to report interest income even though no
cash interest payment is received. Because such income is not represented by
cash, the Fund may be required to sell other securities in order to satisfy the
distribution requirements applicable to regulated investment companies under the
Internal Revenue Code of 1986 ("IRC").
Fund Composition. As of March 31, 1999, the High-Yield Bond Fund
consisted of securities classified as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORY TOTAL INVESTMENTS
---------- -------------------
<S> <C>
AAA 1%
BBB 3.5%
BB 26.6%
B 65.3%
CCC 1.7%
Non-rated* 2.3%
</TABLE>
- ----------
* Equivalent ratings for these securities would have been B.
REITS
Each Fund other than the Money Market may invest up to 10% of its total
assets in the securities of real estate investment trusts ("REITs"). REITs are
pooled investment vehicles which invest in real estate and real estate-related
loans. The value of a REIT's shares generally is affected by changes in the
value of the underlying investments of the trust.
Hedging Transactions
Except as otherwise indicated, the Fund Managers, other than for the
Money Market Fund, may invest in derivatives, which are discussed in detail
below, to seek to hedge all or a portion of a Fund's assets against market value
changes resulting from changes in equity or bond values, interest rates and
currency fluctuations. Hedging is a means of offsetting, or neutralizing, the
price movement of an investment by making another investment, the price of which
should tend to move in the opposite direction from the original investment.
The Funds will not engage in hedging transactions for speculative
purposes but only as a hedge against changes resulting from market conditions in
the values of securities owned or expected to be owned by the Funds. Unless
otherwise indicated, a Fund will not enter into a futures transaction (except
for closing transactions) if, immediately thereafter, the sum of the
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amount of the initial deposits and premiums on open futures contracts and
options on futures would exceed 5% of the Fund's total assets.
Certain Securities
The Funds may invest in the following described securities, except as
otherwise indicated. These securities are commonly referred to as derivatives. A
Fund's investment in such securities, in the aggregate, may not exceed 5% of net
assets at the time of investment; provided, however, that the International
Growth Fund, the High-Yield Bond Fund, and the Government Securities Fund may
invest up to 20% of their net assets in such securities.
Call Options. The Funds, other than the Money Market Fund, may write
(sell) call options ("calls") that are listed on national securities exchanges
or are available in the over-the-counter market through primary broker-dealers.
Call options are short-term contracts with a duration of nine months or less.
Such Funds may only write call options which are "covered," meaning that the
Fund either owns the underlying security or has an absolute and immediate right
to acquire that security, without additional cash consideration, upon conversion
or exchange of other securities currently held in the Fund. In addition, no Fund
will, prior to the expiration of a call option, permit the call to become
uncovered. If a Fund writes a call option, the purchaser of the option has the
right to buy (and the Fund has the obligation to sell) the underlying security
at the exercise price throughout the term of the option. The amount paid to the
Fund by the purchaser of the option is the "premium." The Fund's obligation to
deliver the underlying security against payment of the exercise price would
terminate either upon expiration of the option or earlier if the Fund were to
effect a "closing purchase transaction" through the purchase of an equivalent
option on an exchange. The Fund would not be able to effect a closing purchase
transaction after it had received notice of exercise. The International Growth
Fund and Global Financial Services Fund may purchase and write covered call
options on foreign and U.S. securities and indices and enter into related
closing transactions.
Generally, a Fund intends to write listed covered calls when it
anticipates that the rate of return from so doing is attractive, taking into
consideration the premium income to be received, the risks of a decline in
securities prices during the term of the option, the probability that closing
purchase transactions will be available if a sale of the securities is desired
prior to the exercise or expiration of the options, and the cost of entering
into such transactions. A principal reason for writing calls on a securities
portfolio is to attempt to realize, through the receipt of premium income, a
greater return than would be earned on the securities alone. A covered call
writer such as a Fund, which owns the underlying security, has, in return for
the premium, given up the opportunity for profit from a price increase in the
underlying security above the exercise price, but it has retained the risk of
loss should the price of the security decline.
The writing of covered call options involves certain risks. A principal
risk arises because exchange and over-the-counter markets for options may be
limited; it is impossible to predict the amount of trading interest which may
exist in such options, and there can be no assurance that
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<PAGE> 169
viable exchange and over-the-counter markets will develop or continue. The Funds
will write covered call options only if there appears to be a liquid secondary
market for such options. If, however, an option is written and a liquid
secondary market does not exist, it may be impossible to effect a closing
purchase transaction in the option. In that event, the Fund may not be able to
sell the underlying security until the option expires or the option is
exercised, even though it may be advantageous to the Fund to sell the underlying
security before that time.
Puts. The Funds, except the Government Securities Fund and the Money
Market Fund, may purchase put options ("Puts") which relate to (i) securities
(whether or not they hold such securities); (ii) Index Options (described below
whether or not they hold such Options); or (iii) broadly-based stock indices.
The Funds, except the Government Securities Fund and Money Market Fund, may
write covered Puts. The Funds will receive premium income from writing covered
Puts, although a Fund may be required, when the put is exercised, to purchase
securities at higher prices than the current market price. The High-Yield Bond
Fund may invest up to 10% of its total assets.
Futures Contracts. All Funds, other than the Money Market Fund, may
enter into contracts for the future acquisition or delivery of securities
("Futures Contracts") including index contracts and foreign currencies, and may
also purchase and sell call options on Futures Contracts. These Funds may use
this investment technique to hedge against anticipated future adverse price
changes which otherwise might either adversely affect the value of the
securities or currencies held in the Fund, or to hedge anticipated future price
changes which adversely affect the prices of stocks, long-term bonds or
currencies which the Fund intends to purchase at a later date. Alternatively,
the Funds may enter into Futures Contracts in order to hedge against a change in
interest rates which will result in the premature call at par value of certain
securities which the Fund has purchased at a premium. If stock, bond or currency
prices or interest rates move in an unexpected manner, the Fund would not
achieve the anticipated benefits of Futures Contracts.
The use of Futures Contracts involves special considerations or risks
not associated with the primary activities engaged in by any Funds. Risks of
entering into Futures Contracts include: (1) the risk that the price of the
Futures Contracts may not move in the same direction as the price of the
securities in the various markets; (2) the risk that there will be no liquid
secondary market if the Fund attempts to enter into a closing position; (3)
the risk that the Fund will lose an amount in excess of the initial margin
deposit; and (4) risk that the Fund Manager may be incorrect in its prediction
of movements in stock, bond, currency prices and interest rates.
Index Options. All of the Equity Funds may invest in options on stock
indices. These options are based on indices of stock prices that change in value
according to the market value of the stocks they include. Some stock index
options are based on a broad market index, such as the New York Stock Exchange
Composite Index or the S&P 500. Other index options are based on a market
segment or on stocks in a single industry. Stock index options are traded
primarily on securities exchanges.
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Because the value of an index option depends primarily on movements in
the value of the index rather than in the price of a single security, whether a
Fund will realize a gain or loss from purchasing or writing an option on a stock
index depends on movements in the level of stock prices in the stock market
generally or, in the case of certain indexes, in an industry or market segment
rather than changes in the price of a particular security. Consequently,
successful use of stock index options by a Fund will depend on that Fund
Manager's ability to predict movements in the direction of the stock market
generally or in a particular industry. This requires different skills and
techniques than predicting changes in the value of individual securities.
Interest Rate Swaps. In order to attempt to protect the Fund's
investments from interest rate fluctuations, the Funds may engage in interest
rate swaps. Generally, the Funds intend to use interest rate swaps as a hedge
and not as a speculative investment. Interest rate swaps involve the exchange
between the Fund and another party of their respective rights to receive
interest (e.g., an exchange of fixed rate payments for floating rate payments).
For example, if the Fund holds an interest-paying security whose interest rate
is reset once a year, it may swap the right to receive interest at a rate that
is reset daily. Such a swap position would offset changes in the value of the
underlying security because of subsequent changes in interest rates. This would
protect the Fund from a decline in the value of the underlying security due to
rising rates, but would also limit its ability to benefit from falling interest
rates.
The Fund will enter into interest rate swaps only on a net basis (i.e.,
the two payments streams will be netted out, with the Fund receiving or paying
as the case may be, only the net amount of the two payments). The net amount of
the excess, if any, of the Fund's obligations over its entitlements with respect
to each interest rate swap will be accrued on a daily basis, and an amount of
cash or liquid debt securities having an aggregate net asset value at least
equal to the accrued excess, will be segregated by the Fund.
The use of interest rate swaps involves investment techniques and risks
different from those associated with ordinary portfolio security transactions.
If a Fund Manager is incorrect in its forecasts of market values, interest rates
and other applicable factors, the investment performance of the Fund will be
less favorable than it would have been if this investment technique were never
used. Interest rate swaps do not involve the delivery of securities or other
underlying assets or principal. Thus, if the other party to an interest rate
swap defaults, the Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive.
Foreign Currency Values and Transactions
Investments in foreign securities will usually involve currencies of
foreign countries, and the value of the assets of the International Growth Fund
and the Global Financial Services Fund (and of the other Funds that may invest
in foreign securities to a much lesser extent) as measured in United States
dollars may be affected favorably or unfavorably by changes in foreign currency
18
<PAGE> 171
exchange rates and exchange control regulations, and the International Growth
Fund and the Global Financial Services Fund may incur costs in connection with
conversions between various currencies.
To manage exposure to currency fluctuations, the Fund may alter equity
or money market exposures (in its normal asset allocation mix as previously
identified), enter into forward currency exchange contracts, buy or sell
options, futures or options on futures relating to foreign currencies and may
purchase securities indexed to currency baskets. The Fund will also use these
currency exchange techniques in the normal course of business to hedge against
adverse changes in exchange rates in connection with purchases and sales of
securities. Some of these strategies may require the Fund to set aside liquid
assets in a segregated account to cover its obligations. These techniques are
further described below.
The Funds may conduct their foreign currency exchange transactions on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into contracts to purchase or sell foreign
currencies at a future date (i.e., "forward foreign currency" contract or
"forward" contract). A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, which may be any fixed number
of days from the date of the contract, agreed upon by the parties, at a price
set at the time of the contract. The Fund will convert currency on a spot basis
from time to time and investors should be aware of the potential costs of
currency conversion.
When a Fund Manager believes that the currency of a particular country
may suffer a significant decline against the U.S. dollar or against another
currency, the Fund may enter into a currency contract to sell, for a fixed
amount of U.S. dollars or other appropriate currency, the amount of foreign
currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency.
At the maturity of a forward contract, the Fund may either sell a
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by repurchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Fund may realize a gain or loss from currency
transactions.
The Fund also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to
manage the Fund's exposure to
19
<PAGE> 172
changes in currency exchange rates. Call options on foreign currency written by
the Fund will be "covered", which means that the Fund will own an equal amount
of the underlying foreign currency. With respect to put options on foreign
currency written by the Fund, the Fund will establish a segregated account
consisting of cash or liquid securities in an amount equal to the amount the
Fund would be required to pay upon exercise of the put.
Certain Other Securities
Except as otherwise indicated, the Funds may purchase the following
securities, the purchase of which involves certain risks described below. Unless
otherwise indicated, a Fund will not purchase a category of such securities if
the value of such category, taken at current value, would exceed 5% of the
Fund's total assets.
Master Demand Notes. All Funds may purchase variable amount master
demand notes. Variable amount master demand notes are demand obligations that
permit the investment of fluctuating amounts at varying market rates of interest
pursuant to arrangements between the issuer and a commercial bank acting as
agent for the payees of such notes whereby both parties have the right to vary
the amount of the outstanding indebtedness on the notes. Since there is no
secondary market for these notes, the appropriate Fund Managers, subject to the
overall review of the Fund's Directors and the Advisor, monitor the financial
condition of the issuers to evaluate their ability to repay the notes.
Repurchase Agreements. All Funds may enter into repurchase agreements
usually having maturities of one business day and not more than one week. When a
Fund acquires securities from a bank or broker-dealer, it may simultaneously
enter into a repurchase agreement with the same seller pursuant to which the
seller agrees at the time of sale to repurchase the security at a mutually
agreed upon time and price. In such instances, the Corporation's Custodian has
possession of the security or collateral for the seller's obligation. If the
seller should default on its obligation to repurchase the securities, the Fund
may experience delays, difficulties or other costs when selling the securities
held as collateral and may incur a loss if the value of the collateral declines.
The appropriate Fund Managers, subject to the overall review by the
Corporation's Directors and the Advisor, monitor the value of the collateral as
to repurchase agreements, and they monitor the creditworthiness of the seller
and must find it satisfactory before engaging in repurchase agreements. The
Funds enter into repurchase agreements only with Federal Reserve member banks
that have net worth of at least $100,000,000 and outstanding commercial paper of
the two highest rating categories assigned by Moody's or S&P or with
broker-dealers that are registered with the Securities and Exchange Commission,
are members of the National Association of Securities Dealers, Inc. ("NASD") and
have similarly rated commercial paper outstanding. Any repurchase agreements
entered into by the Funds will be fully collateralized and marked to market
daily, other than those entered into by the Money Market Fund, which are valued
on a market to market basis.
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<PAGE> 173
Restricted or Illiquid Securities. Each Fund may invest up to 10% of
its net assets in restricted securities (privately placed equity or debt
securities) or other securities which are not readily marketable.
Foreign Securities. As noted above, the International Growth Fund will
invest primarily in foreign securities and the Global Financial Services Fund
may invest 50% or more of its total assets in such securities. All other Funds,
except the Government Securities Fund, the Tax-Exempt Income Fund and the Money
Market Fund, may, subject to the 20% limitation, invest in foreign securities as
well as both sponsored and unsponsored ADRs, and EDRs which are securities of
U.S. issuers backed by securities of foreign issuers. There may be less
information available about unsponsored ADRs and EDRs, and therefore, they may
carry higher credit risks. The Funds may also invest in securities of foreign
branches of domestic banks and domestic branches of foreign banks.
Investments in foreign equity and debt securities involve risks
different from those encountered when investing in securities of domestic
issuers. The appropriate Fund Managers and the Advisor, subject to the overall
review of the Fund's Directors, evaluate the risks and opportunities when
investing in foreign securities. Such risks include trade balances and
imbalances and related economic policies; currency exchange rate fluctuations;
foreign exchange control policies; expropriation or confiscatory taxation;
limitations on the removal of funds or other assets; political or social
instability; the diverse structure and liquidity of securities markets in
various countries and regions; policies of governments with respect to possible
nationalization of their own industries; and other specific local, political and
economic considerations.
Forward Commitments
Securities may be purchased on a "when issued" or on a "forward
delivery" basis, which means it may take as long as 120 days before such
obligations are delivered to a Fund. The purpose of such investments is to
attempt to obtain higher rates of return or lower purchase costs than would be
available for securities purchased for immediate delivery. Securities purchased
on a when issued or forward delivery basis involve a risk that the value of the
security to be purchased may decline prior to the settlement date. In addition,
if the dealer through which the trade is made fails to consummate the
transaction, the Fund may lose an advantageous yield or price. The Fund does not
accrue income prior to delivery of the securities in the case of forward
commitment purchases. The 5% limitation does not apply to the International
Growth, Government Securities and Tax-Exempt Income Funds which have a 20%
limitation.
Temporary Defensive Techniques
Any or all of the Funds may at times for defensive purposes, at the
determination of the Fund Manager, temporarily place all or a portion of their
assets in cash, short-term commercial paper (i.e., short-term unsecured
promissory notes issued by corporations to finance short-term credit needs),
United States Government securities, high-quality debt securities (including
"Eurodollar" and "Yankee Dollar" obligations, i.e., U.S. issuer borrowings
payable overseas in
21
<PAGE> 174
U.S. funds and obligations of foreign issuers payable in U.S. funds), and
obligations of banks when in the judgment of the Fund Manager such investments
are appropriate in light of economic or market conditions. The Money Market Fund
may at times for defensive purposes temporarily place all or a portion of its
assets in cash, when in the judgment of the Fund Manager such an investment is
appropriate in light of economic or market conditions. For temporary defensive
purposes, the International Growth Fund and the Global Financial Services Fund
may invest in all of the above, both foreign and domestic, including foreign
currency, foreign time deposits, and foreign bank acceptances. When a Fund takes
a defensive position, it may not be following the fundamental investment policy
of the Fund.
INVESTMENT RESTRICTIONS
Each of the Funds has adopted the following investment restrictions and
limitations which cannot be changed as to any individual Fund without approval
by the holders of a majority of the outstanding shares of the relevant Fund. (As
used in this Statement of Additional Information, "a majority of the outstanding
shares of the relevant Fund" means the lesser of (i) 67% of the shares of the
relevant Fund represented at a meeting at which more than 50% of the outstanding
shares of that Fund are represented in person or by proxy or (ii) more than 50%
of the outstanding shares of the relevant Fund.) Except as otherwise set forth,
no Fund may:
1. As to 75% of its assets purchase the securities of any issuer if
such purchase would cause more than 5% of the value of its assets to be invested
in the securities of such issuer (except U.S. Government securities or those of
its agencies or instrumentalities as defined in the Investment Company Act of
1940), or purchase more than 10% of the outstanding securities, or more than 10%
of the outstanding voting securities, of any issuer. For purposes of this
restriction, each Fund will regard the entity which has ultimate responsibility
for the payment of interest and principal as the issuer.
2. Purchase securities of any company that has a continuous operating
history of less than three years (including that of predecessors) if such
securities would cause the Fund's investment in such companies taken at cost to
exceed 5% of the value of the Fund's total assets. (The Global Financial
Services, High-Yield Bond and Tax-Exempt Income Funds are not subject to this
restriction.)
3. Purchase securities on margin, but it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities and may make initial and maintenance margin deposits in connection
with options and futures contracts as permitted by its investment program.
4. Make short sales of securities, unless at the time of such sale, it
owns, or has the right to acquire at no additional cost to the Fund as the
result of the ownership of convertible or exchange securities, an equal amount
of such securities, and it will retain such securities so long as it is in a
short portion as to them. In no event will a Fund make short sales of securities
in
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<PAGE> 175
such a manner that the value of its net assets used to cover such sales would
exceed 15% of the value of its net assets at any time. The short sales of the
type described above, which are called "short sales against the box," may be
used by a Fund when management believes that they will protect profits or limit
losses in investments.
5. Borrow money, except that a Fund may borrow from banks as a
temporary measure for emergency purposes and not for investment, in which case
such borrowings may not be in excess of the lesser of: (a) 5% of its total
assets taken at cost; or (b) 5% of the value of its assets at the time that the
loan is made. A Fund will not purchase securities while borrowings are
outstanding. A Fund will not pledge, mortgage or hypothecate its assets taken at
market value to an extent greater than the lesser of 10% of the value of its
net assets or 5% of the value of its total assets taken at cost.
6. Purchase or retain the securities of any issuer if those officers
and directors of a Fund or of its investment adviser holding individually more
than 1/2 of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer. (The Global Financial Services Fund is not subject to
this restriction).
7. Purchase the securities of any other investment company except in
the open market in a transaction involving no commission or profit to a sponsor
or dealer (other than the customary sales load or broker's commission) or as a
part of a merger, consolidation, acquisition or reorganization.
8. Invest in real estate; this restriction does not prohibit a Fund
from investing in the securities of real estate investment trusts.
9. Invest for the purpose of exercising control of management of any
company.
10. Underwrite securities issued by others except to the extent that
the disposal of an investment position may qualify any Fund or the Corporation
as an underwriter as that term is defined under the Securities Act of 1933, as
amended,
11. Except for the Money Market Fund, the Government Securities Fund
and the Global Financial Services Fund, make any investment which would cause
more than 25% of the total assets of the Fund to be invested in securities
issued by companies principally engaged in any one industry; provided, however,
that: (i) this limitation does not apply to investments in U.S. Government
Securities as well as its agencies and instrumentalities, general obligation
bonds, municipal securities other than industrial development bonds issued by
non-governmental users, and (ii) utility companies will be divided according to
their services (for example, gas, gas transmission, electric, electric and gas,
and telephone will each be considered a separate industry). The Money Market
Fund may invest more than 25% of its total assets in U.S. Government Securities
as well as its agencies and instrumentalities and certain bank instruments
issued by domestic banks. The instruments in which the Money Market Fund
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<PAGE> 176
may invest in excess of 25%, in the aggregate, of its total assets are letters
of credit and guarantees, negotiable certificates of deposit, time deposits,
commercial paper and bankers acceptances meeting the investment criteria for the
Money Market Fund. The Global Financial Services Fund will invest 25% or more of
its total assets in companies in the financial services industry.
12. Participate with others in any trading account. This restriction
does not prohibit the Corporation or any Fund from combining portfolio orders
with those of other Funds or other clients of the investment adviser or Fund
Managers when to do so would permit the Corporation and one or more Funds to
obtain a large-volume discount from ordinary brokerage commissions when
negotiated rates are available. (The Global Financial Service Fund is not
subject to this restriction).
13. Invest more than 10% of its total assets in securities which
are subject to legal or contractual restrictions on resale or are otherwise not
readily salable. (The Global Financial Services Fund is not subject to this
restriction.)
14. Issue senior securities, except as permitted by the Investment
Company Act of 1940 and rules thereunder.
15. Invest in commodities or commodities contracts, except the Funds
may purchase and sell options, futures contracts and options on futures
contracts in accordance with their investment policies as set forth in this
registration statement.
16. Make loans, except by purchasing debt securities or entering into
repurchase agreements, in each case in accordance with its investment policies
as set forth in this Statement of Additional Information.
In addition, management of the Corporation has adopted the following
restrictions which apply to all of the Funds and may be changed only by the
Board of Directors of the Corporation. No Fund will: (i) lend its assets to any
person or individual, except by the purchase of bonds or other debt obligations
customarily sold to institutional investors, (ii) invest more than 5% of the
value of its net assets, in warrants (iii) invest in oil, gas, or other mineral
leases or engage in arbitrage transactions, or (iv) invest more than 15% of its
total assets in the securities of real estate investment trusts ("REITs").
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<PAGE> 177
If a percentage restriction is adhered to at the time of an investment,
a later increase or decrease in the investment's percentage of the value of a
Fund's total assets resulting from a change in portfolio value or assets will
not constitute a violation of the percentage restrictions.
PORTFOLIO TURNOVER
A portfolio turnover rate is, in summary, the percentage computed by
dividing the lesser of a Fund's purchases or sales of securities excluding
short-term securities by the average market value of that Fund. The Fund
Managers intend to manage each Fund's assets by buying and selling securities to
help attain its investment objective. This may result in increases or decreases
in a Fund's current income available for distribution to its shareholders. While
none of the Funds is managed with the intent of generating short-term capital
gains, each of the Funds may dispose of investments (including money market
instruments) regardless of the holding period if, in the opinion of the Fund
Manager, an issuer's creditworthiness or perceived changes in a company's growth
prospects or asset value make selling them advisable. Such an investment
decision may result in capital gains or losses and could result in a high
portfolio turnover rate during a given period, resulting in increased
transaction costs related to equity securities. Disposing of debt securities in
these circumstances should not increase direct transaction costs since debt
securities are normally traded on a principal basis without brokerage
commissions. However, such transactions do involve a mark-up or mark-down of the
price.
The portfolio turnover rates of the Funds cannot be accurately
predicted. Nevertheless, the annual portfolio turnover rates of the Funds (other
than the Money Market Fund for which, due to the short-term nature of its
investment, a portfolio turn-over rate is not applicable and the High-Yield Bond
Fund) are not expected to exceed 100%. A 100% portfolio turnover rate would
occur, for example, if all the securities in a Fund's investment portfolio were
replaced once in a period of one year.
The portfolio turnover rate for the Enterprise High-Yield Bond Fund was
180.13% in 1996, and 175.38% in 1997. These rates exceeded 100% due to several
factors, including a declining level of interest rates, a reduction in risk
premiums, and healthy stock and bank loan markets. As a result of these
conditions, the Fund experienced an abnormally high amount of redemptions and
tenders for existing positions. The Fund Manager has taken measures to
potentially improve the overall call protection of the Fund in order to capture
the total return potentially made available by declining medium and long-term
interest rates.
During 1998, the portfolio turnover rate for the Small Company Growth
Fund exceeded 100% due to a change in management style which resulted from the
appointment of a new Fund Manager.
During 1996, the portfolio turnover rate for the Small Company Value
Fund was 143.58%. It exceeded 100% principally due to a change in management
style which resulted from the appointment of a new Fund Manager. In 1997, the
portfolio turnover rate for the Fund was 62.51%. The rate also exceeded 100%
during 1998 in order to employ the Fund Manager's strategy of selling shares of
stock once a catalyst has driven the stock's price to a target selling price.
MANAGEMENT OF THE CORPORATION
The Board of Directors of the Corporation is responsible for the
management of the business of the Corporation under the laws of Maryland, and it
is primarily responsible for reviewing the activities of Enterprise Capital
Management, Inc. (the "Adviser"), the various Fund Managers and Enterprise Fund
Distributors, Inc. (the "Distributor" or "EFD") under the Investment Advisor's
Agreement, the Fund Manager's Agreements, the Distributor's Agreement and the
Plans which relate to the operations of the Corporation and its Funds.
The Directors and officers of the Corporation, and their principal
occupations during the past five years, are set forth below. Directors who are
"interested persons", as defined in the
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<PAGE> 178
1940 Act, are denoted by an asterisk. As to their duties relative to the
Corporation, the address of each is Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, GA 30326.
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH PRINCIPAL OCCUPATION
THE CORPORATION PAST FIVE YEARS
- ---------------------------- --------------------
<S> <C>
Arthur T. Dietz (75) President, ATD Advisory Corp. since 1996; President and
Director Chief Executive Officer, Strategic Fund Management, Inc.,
Member of the Audit Committee 1987-1995; Mills B. Lane Professor of Finance and
Banking, Emory University, 1954-1988; Chairman, First
Atlanta Investments, 1998-present; Trustee, Enterprise
Accumulation Trust.
*Samuel J. Foti (47) President and Chief Operating Officer, MONY Life
Director Insurance Company of New York ("MONY") since 1994;
Executive Vice President, MONY (1991-1994); Trustee,
MONY since 1993; Senior Vice President, MONY (1989 -
1991); Director, MONY Life Insurance Co. of America
since 1989; Director, MONY Brokerage, Inc. since 1990;
Director, MONY International Holdings, Inc. since 1994;
Director, MONY Life Insurance Company of the Americas,
Ltd. since 1994, MONY Bank & Trust Co. of the Americas,
Ltd. since 1994; Director, Life Insurance Marketing and
Research Associates; Chairman, Life Insurance Marketing
and Research Associates 1996 - 1997; Trustee, Enterprise
Accumulation Trust.
Arthur Howell (80) Of Counsel, law firm of Alston & Bird, Atlanta, Georgia
Director since 1987; President, Summit Industries, Inc.
Chairman of Audit Committee (manufacturer) since 1954; Chairman Crescent Banking
Co., Inc. since 1985; President, Jonesheirs, Inc.
(licensing entity) since 1975; Trustee, Enterprise
Accumulation Trust.
William A. Mitchell, Jr.(59) President/CEO, Carter & Associates (real estate
Director development), Atlanta, Georgia since 1994; Director, John
Wieland Homes (commercial residential builders) since 1992;
Trustee, Enterprise Accumulation Trust.
Lonnie H. Pope (65) Chief Executive Officer, Longleaf Industries, Inc.
Director (chemical manufacturing) (1996-present); formerly President and
Member of the Audit Committee Chief Executive Officer of AFF, Inc. (aromatics manufacturing)
from 1987 to 1998; Trustee, Enterprise Accumulation Trust
</TABLE>
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<PAGE> 179
<TABLE>
<S> <C>
*Michael I. Roth (53) Chairman and Chief Executive Officer, MONY since 1993;
Director President and Chief Executive Officer, MONY (1991-
1993); Director, MONY Life Insurance Company of America since
1991; Director, ARES Holdings Inc. since 1995; 1740 Advisers, Inc.
since 1992; MONY CS, Inc. since 1989; Executive Vice President
and Chief Financial Officer, MONY (1989-1991); Executive Vice
President and Chief Financial Officer, Primerica Corporation
(1987); Executive Vice President, Primerica Corporation
(1982-1987); Trustee, Enterprise Accumulation Trust; Director,
American Council of Life Insurance (ACLI);Director, the Life
Insurance Counsel of New York; Director, Pitney Bowes, Inc.;
Director, Promus Hotel Corporation.
*Victor Ugolyn (51) Chairman, President and Chief Executive Officer, The
Director Enterprise Group of Funds, Inc. since 1991; Chairman,
President and Chief Executive Officer, Enterprise Capital
and Enterprise Fund Distributors, Inc. since 1991;
Chairman, President and Chief Executive Officer;
Enterprise Accumulation Trust; Vice Chairman and Chief
Marketing Officer, Value Line Securities, Inc. (1986-1991).
Catherine R. McClellan (43)
Secretary Secretary, Enterprise Accumulation Trust since 1994;
Senior Vice President, Secretary and Chief Counsel,
Enterprise Capital Management, Inc. since 1989;
Senior Vice President, Secretary and Chief Counsel,
Enterprise Fund Distributors, Inc. since 1989.
Herbert M. Williamson (48) Assistant Secretary and Treasurer, Enterprise Accumulation
Treasurer Trust, Enterprise Capital Management, Inc. and Enterprise
Fund Distributors, Inc. since 1989.
Phillip G. Goff (35) Vice President and Chief Financial Officer, Enterprise
Vice President Accumulation Trust, Enterprise Capital Management, Inc.
and Enterprise Fund Distributors, Inc. 1995 - present; Audit
Manager, Coopers & Lybrand LLP, 1991 - 1995.
</TABLE>
* Messrs. Foti, Roth and Ugolyn are "interested persons" of the
Corporation, of the Advisor, and of the Distributor, as that term is
defined in the Investment Act of 1940.
Arthur T. Dietz, Arthur Howell and Lonnie H. Pope also serve on the
Audit Committee of the Board of Directors. The Audit Committee is charged with
recommending to the full
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<PAGE> 180
Board the engagement or discharge of the Corporation's independent accountants;
directing investigations into matters within the scope of the independent
accountants' duties; reviewing with the independent accountants the audit plan
and results of the audit; approving professional services provided by the
independent accountants and other accounting firms prior to the performance of
such services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; and preparing and submitting
Committee minutes to the full Board. Arthur T. Dietz and Victor Ugolyn also
serve on the Valuation Committee of the Board of Directors.
The Corporation pays fees to those directors who are not "interested
persons" of the Corporation at the rate of $12,500 per director per year plus
$625 for each regular, special or committee meeting attended. The Corporation
pays no salaries, fees or compensation to any of its officers, since these
expenses are borne by the Advisor. No fees were paid to the "interested"
Directors of the Corporation.
The following sets forth compensation paid to each of the Directors
during 1998:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name Aggregate Pension or Estimated Total
Compensa- Retirement Annual Compensation
tion from Benefits Benefits from the
the Corporation Accrued as upon Corporation
part of Retirement and Fund
Fund Complex
Expenses paid to
Directors*
<S> <C> <C> <C> <C>
Arthur T. Dietz $14,275 None None $25,875
Arthur Howell $14,800 None None $26,875
William A.
Mitchell, Jr. $13,350 None None $24,625
Lonnie H. Pope $14,275 None None $26,875
</TABLE>
* Each Director received fees for services as a Trustee of Enterprise
Accumulation Trust.
Directors, former directors, employees or retirees of the Corporation,
or of MONY and its subsidiaries and members of their families, or MONY and its
subsidiaries and any employee benefit plans of the foregoing may purchase Class
A shares at net asset value.
At April 3, 1999, the officers and Directors of the Fund as a group
owned less than one percent of the shares of each Fund.
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<PAGE> 181
The following shareholders owned of record or beneficially 5% or more
of the indicated Fund Class' shares outstanding as of April 4, 1999:
<TABLE>
<CAPTION>
Shares Percent
------ -------
<S> <C> <C>
Growth Fund Class Y
- -------------------
Rayweb 596,318.04 20.07%
Capinco 418,430.99 14.08%
Growth & Income Class Y
- -----------------------
IBJ Whitehall Bank & Trust TTE 73,653.15 12.54%
First Fidelity Bancorp Retirement
Plan PWSB Board of Directors
IBJ Whitehall Bank & Trust TTE 55,998.61 9.54%
Peoples Westchester Savings SERP
Marine Midland Bank TTEE 29,790.32 5.07
FBO Benefit Maintenance Plan of
Dime Community Bancorp
Equity Class A
- --------------
Enterprise Capital Management, Inc. 203,110.08 20.09%
Equity Class C
- --------------
State Street Bank & Trust Co. 19,924.00 7.36%
IRA R/O Carolyn B. Freeman
State Street Bank & Trust Co. 15,724.28 5.81%
IRA A/C Donald R. Sterner
Equity Class Y
- --------------
Enterprise Capital Management Inc. 7,849.29 79.91%
IBJ Whitehall Bank & Trust TTEE 1,713.73 17.45%
FBO Wesley D. Ratcliff
</TABLE>
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<PAGE> 182
<TABLE>
<S> <C> <C>
Equity Income Class Y
- ---------------------
Enterprise Capital Management, Inc. 3,769.32 90.19%
Capital Appreciation Class Y
- ----------------------------
Enterprise Capital Management, Inc. 2,543.88 43.30%
Enterprise Capital Management, Inc. 646.65 11.01%
401(k) Phillip G. Goff
General Sullivan Group Board
of Directors General Compensation Plan 588.19 10.01%
IBJ Whitehall Bank & Trust TTEE 505.52 8.60%
Premier National Bancorp Inc.
Enterprise Capital Management, Inc. 379.45 6.46%
401(k) Michael D. Woerner
Enterprise Capital Management, Inc. 365.66 6.22%
401(k) Lucretia L. Gaston
Small Company Growth Class Y
- ----------------------------
Marine Midland Bank TTEE 25,054.36 7.14%
Flushing Savings Bank Outside Dir.
Small Company Value Class Y
- ---------------------------
Enterprise Capital Management, Inc. 5,461.89 13.29%
401(k) Robert Ippolito
Fred L. Moyse Trust PFD 3,544.30 8.59%
Morgan Keegan & Co., Inc. Cust. 3,417.72 8.29%
FBO David H. Mulholland
</TABLE>
30
<PAGE> 183
<TABLE>
<S> <C> <C>
International Growth Class A
- ----------------------------
MONY Financial Services 130,384.27 5.96%
International Growth Class Y
- ----------------------------
MONY Employees' Supplemental Investment Plan 307,351.56 42.36%
MONY Field Underwriters Retirement Plan 254,787.72 35.12%
MONY Field Underwriters Supplemental Investment Plan 155,828.49 21.48%
Global Financial Services Class C
- ---------------------------------
NFSC FEBO JH Ramon Real Est Ltd. 4,173.62 7.38%
Clarence A. Walters Jr. TTEE 3,263.60 5.77%
NFSC FEBO IRA Michael R. Neathery 3,164.89 5.59%
NFSC FEBO Larry Tucker 2,996.58 5.30%
Government Securities Class C
- -----------------------------
Schoolhouse Road Ped Asso. 401(k) 18,830.30 6.00%
</TABLE>
31
<PAGE> 184
<TABLE>
<S> <C> <C>
Government Securities Class Y
- -----------------------------
Institutional Securities Corp. 114,174.75 18.11%
Marine Midland Bank TTEE 53,111.87 8.43%
Flushing Savings Bank Dir. Plan
Manchester Trust Bank
FBU Wendell T. Breithaupt SERP 49,642.61 7.88%
IBJ Whitehall Bank & Trust 46,274.16 7.34%
Roslyn Savings Bank
Marine Midland Bank 42,892.22 6.80%
Roosevelt Savings Bank SERP
Marine Midland Bank 41,990.44 6.66%
FBO Benefit Maintenance Plan of
Dime Community Bank
IBJ Whitehall Bank & Trust TTEE 31,659.80 5.02%
First Fidelity Bancorp Retirement Plan
Tax-Exempt Income Class C
- -------------------------
NFSC FEBO Danny F. Sutter 6,450.65 9.02%
Larry Frederick/Sophie Frederick 5,854.76 8.18%
Clarence Glass TTEE 5,839.88 8.16%
James L. Reeder 3,908.85 5.46%
Andrew S. Weber 3,615.68 5.05%
Shirley A. Lunquist 3,590.25 5.02%
</TABLE>
32
<PAGE> 185
<TABLE>
<S> <C> <C>
Money Market Class B
- --------------------
Lynn McReady and Max Sanders TRTR 752,986 5.23%
ESSCO Discount Drug Center
Money Market Class C
- --------------------
Turbo Machinery Industries Inc. 401(k) 905,965.93 12.02%
Wales Industrial Services Inc. 509,433.14 6.76%
Money Market Class Y
- --------------------
IBJ Whitehall Bank and Trust TTEE 669,937.00 20.24%
Northfield Savings Bank
Midland Marine Bank TTEE 459,262.65 13.87%
Flushing Savings Bank FSB
General Sullivan Group Board 310,055.00 9.37%
Maple Brook School Inc. 299,245.39 8.96%
IBJ Whitehall Bank & Trust TTEE 296,506.64 8.96%
Charter One Bank
Charter Trust Bank TTEE 230,133.85 6.85%
Mid-Maine Savings Bank
Marine Midland Bank 216,867.49 6.55%
Flushing Savings Bank FSB
</TABLE>
34
<PAGE> 186
<TABLE>
<S> <C> <C>
Tax-Exempt Income Class Y
- -------------------------
Enterprise Capital Management, Inc. 3,541.08 74.02%
Mario V. Prevosti & Helene Prevosti 1,198.75 25.26%
High-Yield Bond Class C
- -----------------------
State Street Bank & Trust TTEE 74,963.28 12.61%
403(b) Alice A. Osseo ISD
Peoples Two Ten Co. 34,914.54 5.88%
Health Plus Shared Services 30,836.03 5.19%
High-Yield Bond Class Y
- -----------------------
Salsar Partnership #2 69,621.69 38.84%
Eric K. Scholl/Diane Scholl 37,996.62 21.20%
James R. Caywood 35,965.67 20.07%
Caywood Christian Capital Management 23,096.76 12.89%
Managed Class Y
- ---------------
Mony Field Underwriters Retirement Plan 3,245,099.04 34.59%
Mony Employee Supplemental Investment
Plan 2,760,440.39 29.42%
Mony Field Underwriters Supplemental
Investment Plan 2,340,655.27 24.95%
</TABLE>
33
<PAGE> 187
The Advisor has contractually agreed with the Corporation that it will
reimburse such portion of the fees due to it under the Advisor's Agreement as is
necessary to assure, for the period commencing January 1, 1999, and ending no
earlier than December 31, 1999, that expenses incurred by the Funds will not
exceed the following percentages of average daily net assets: Growth (A) 1.60%;
(B) 2.15%; (C) 2.15%; Growth and Income (A) 1.50%; (B) 2.05%; (C) 2.05%; Equity
(A) 1.60%; (B) 2.15%; (C) 2.15%; Equity Income (A) 1.50%; (B) 2.05%; (C) 2.05%;
Capital Appreciation (A) 1.75%; (B) 2.30%; (C) 2.30%; Small Company Growth (A)
1.85%; (B) 2.40%; (C) 2.40%; Small Company Value (A) 1.75%; (B) 2.30%; (C)
2.30%; International Growth (A) 2.00%; (B) 2.55%; (C) 2.55%; Global Financial
Services (A) 1.75%; (B) 2.30%; (C) 2.30%; Government Securities (A) 1.30%; (B)
1.85%; (C) 1.85%; High-Yield Bond (A) 1.30%; (B) 1.85%; (C) 1.85%; Tax-Exempt
Income (A) 1.10%; (B) 1.65%; (C) 1.65%; Managed (A) 1.75%; (B) 2.30%; (C) 2.30%;
and Money Market (A) 0.70%; (B) 0.70%; (C) 0.70%. This commitment was also in
effect from January 1, 1989 through December 31, 1998. The Fund Managers have
advised the Corporation that they may assist in a portion of the
above-referenced reimbursement from time to time.
The Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder,the Advisor, as the case may be, is not liable for any
act or omission in the course of, or in connection with, the rendition of
services thereunder. The Agreement permits the Advisor to act as investment
advisor for any other person or firm.
The Advisor and the Corporation entered into agreements pursuant to
which the Advisor advanced on behalf of the Corporation $33,748 to cover the
costs of expanding the series to include a Small Company Value Fund; $34,116 of
expanding the series to include a Managed Fund; and $40,378 for expanding the
series to include an Equity Fund and completing the appropriate registrations
under the Investment Company Act of 1940, the Securities Act of 1933, and
certain state securities laws. The agreements provide that these amounts will be
repaid by each Fund, in five equal annual increments without interest,
commencing at the end of the first fiscal year at which each such Fund have
total net assets of $5 million or more. Each Fund has commenced such payments.
The Advisor's Agreement authorizes the Advisor to enter into
subadvisory agreements with various investment advisers as Fund Managers for the
Funds. The Fund Manager's Agreements are substantially the same in all material
respects except for the names of the Fund Managers and the rates of
compensation, which consist of a portion of the management fee that is paid by
the Corporation to the Advisor and which the Advisor pays to the Fund Managers.
The Advisor and the Corporation have received an exemptive order from
the Securities and Exchange Commission which permits the Corporation, subject
to, among other things, initial shareholder authority, to thereafter enter into
or amend Fund Manager Agreements without obtaining shareholder approval each
time. Shareholders voted affirmatively to give the Corporation this ongoing
authority. With Board approval, the Advisor is permitted to employ new Fund
Managers for the Funds, change the terms of the Fund Manager Agreements or enter
into a new Agreement with that Fund Manager. Shareholders of a Fund continue to
have the right to terminate the Fund Manager's Agreement for the Fund at any
time by a vote of the majority of the outstanding voting securities of the Fund.
Shareholders will be notified of any Fund Manager changes or other material
amendments to Fund Manager Agreements that occur under these arrangements.
34
<PAGE> 188
FUND MANAGER ARRANGEMENTS
The following table sets forth certain information about the Fund
Managers for each Fund.
<TABLE>
<CAPTION>
Fund Name and Control Persons Fee Paid by the Advisor to the
of the Fund Manager Fund Manager as a Percentage of
Average Daily Net Assets
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth Fund Montag & Caldwell, Inc. 0.30% for assets under management
("Montag & Caldwell"). up to $100,000,000; 0.25% for
Montag & Caldwell is assets from $100,000,000 to
controlled by Allegheny $200,000,000; and 0.20% for assets
Corporation. greater than $200,000,000.
Growth and Income Fund Retirement System 0.30% for assets under management
Investors Inc. ("RSI") up to $100,000,000; 0.25% on the
which is a subsidiary of next $100,000,000; and 0.20% for
Retirement System Group assets greater than $200,000,000.
Inc.
Equity Fund OpCap Advisors, which is 0.40% for assets under management
a subsidiary of up to $100,000,000 and 0.30%
Oppenheimer Capital, a thereafter.
general partnership.
Equity Income Fund 1740 Advisers, Inc. 0.30% for assets under management
("1740 Advisers"). It is a up to $100,000,000; 0.25% on the
subsidiary of MONY. next $100,000,000; and 0.20%
thereafter.
Capital Appreciation Fund Provident Investment 0.50% for assets under management
Counsel, Inc. ("PIC"). up to $100,000,000; 0.45% for
PIC is a wholly owned assets under management for the
subsidiary of United Asset next $100,000,000; 0.35% for assets
Management, Inc. greater than $200,000,000 up to
$300,000,000; and 0.30% thereafter.
</TABLE>
35
<PAGE> 189
<TABLE>
<S> <C> <C>
Small Company Growth Fund William D. Witter, Inc. 0.65% for assets under management
("Witter"). Witter is up to $50 million; 0.55% for assets
owned by its employees. under management for the next
$50 million; and 0.45% for assets
thereafter.
Small Company Value Fund GAMCO Investors, Inc. 0.40% for assets under management
is a wholly owned up to $1 billion and 0.30% for
subsidiary of Gabelli assets in excess of $1 billion.
Asset Management Inc.
International Growth Fund Vontobel USA Inc. 0.40% for assets under management
"Vontobel". Vontobel is a up to $100,000,000; 0.35% for
wholly-owned subsidiary assets under management from
of Bank J. Vontobel of $100,000,000 to $200,000,000;
Zurich, Switzerland. 0.325% for assets from
$200,000,000 to $500,000,000;
and 0.25% for assets greater than
$500,000,000.
Global Financial Services Fund Sanford C. Bernstein & 0.50% for assets up to $100 million;
Co., Inc. ("Sanford 0.40% for assets from $100 million
Bernstein") is owned to $300 million; 0.30% for assets
by its employees. over $300 million.
Government Securities Fund TCW Funds Management, 0.30% for assets under management
Inc. The firm is a wholly up to $50,000,000 and 0.25% for
owned subsidiary of TCW assets under management greater
Management Company, a than $50,000,000.
Nevada corporation,
whose direct and indirect
subsidiaries, including
Trust Company of the
West and TCW Asset
Management Company,
provide a variety of trust,
investment management
and investment advisory
services.
</TABLE>
36
<PAGE> 190
<TABLE>
<S> <C> <C>
High-Yield Bond Fund Caywood-Scholl Capital 0.30% for assets under management
Management ("Caywood- up to $100,000,000 and 0.25% for
Scholl"). It is a wholly assets above $100,000,000.
owned subsidiary of
RCM Global Investors
LLC, an affiliate of
Dresdner Bank AG.
Tax-Exempt Income Fund MBIA Capital 0.15% for assets under
Management Corp. management.
("MBIA"). It is a wholly
owned subsidiary of
MBIA, Inc.
Managed Fund OpCap Advisors, a 0.40% for assets under management
majority-owned subsidiary up to $100,000,000 and 0.30% for
of Oppenheimer Capital, a assets in excess of $100,000,000.
general partnership.
Money Market Fund Enterprise Capital, a 0.35% for assets under
wholly owned second tier management.
subsidiary of The Mony
Group Inc.
</TABLE>
The Advisor is the Fund Manager of the Money Market Fund. It utilizes
the services of MONY employees for certain services relating to management of
the Fund. These services include but are not limited to the initial credit
review of approved issuers and trading. All such services are provided on a cost
reimbursement basis.
The tables below sets forth the 1998, 1997 and 1996 breakdown by Fund
of (1) the investment advisory fee paid to the Advisor, (2) the percentage of
the Management Fee to be paid by the Advisor to the Fund Manager, (3) the fund
management fee paid by the Advisor to the Fund Manager, (4) the net advisory fee
left to the Advisor after payment of the fund management fee, and (5) the amount
of the expense reimbursement paid by the Advisor to the Fund.
37
<PAGE> 191
A shareholder who owns beneficially, directly or indirectly, 25% or
more of a Fund's outstanding voting securities may be deemed to "control" (as
defined in the 1940 Act) that Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisory Agreement
The Corporation, on behalf of each Fund, has entered into an Investment
Advisory Agreement (the "Advisor's Agreement") with the Advisor which, in turn,
has entered into Fund Manager's Agreements with each of the Fund Managers. The
Advisor is a subsidiary of MONY Life Insurance Company ("MONY"), one of the
nation's largest insurance companies, and is a second-tier subsidiary of The
MONY Group Inc. The Advisor was incorporated in 1986. The Advisor's address is
3343 Peachtree Road, Suite 450, Atlanta, Georgia 30326. Victor Ugolyn, who is
President of the Fund, is also Chairman of the Board and President of the
Advisor.
The Advisor's Agreement obligates the Advisor to provide investment
advisory services to the Funds, to furnish the Corporation with certain
administrative, clerical, bookkeeping and statistical services, office space and
facilities, and to pay the compensation of the officers of the Corporation. Each
Fund pays all other expenses incurred in its operation, including redemption
expenses, expenses of portfolio transactions, shareholder servicing costs,
mailing costs, expenses of registering the shares under federal and state
securities laws, accounting and pricing costs (including the daily calculation
of net asset value and daily dividends), interest, certain taxes, legal
services, auditing services, charges of the custodian and transfer agent, and
other expenses attributable to an individual account. Each Fund also pays a
portion of the Corporation's general administrative expenses. These expenses are
allocated to the Funds either on the basis of their asset size, on the basis of
special needs of any Fund, or equally as is deemed appropriate. These expenses
include expenses such as: directors' fees; custodial, transfer agent, brokerage,
auditing and legal services; the printing of prospectuses, proxies, registration
statements and shareholder reports sent to existing shareholders; printing and
issuance of stock certificates; expenses relating to bookkeeping, recording and
determining the net asset value of shares; the expenses of qualification of a
Fund's shares under the federal and state securities laws; and any other
expenses properly payable by the Corporation that are allocable to the
respective Funds. Litigation costs, if any, may be directly allocable to the
Funds or allocated on the basis of the size of the respective Funds. The Board
of Directors annually reviews allocation of expenses among the Funds and has
been determined that this is an appropriate method of allocation of expenses.
38
<PAGE> 192
<TABLE>
<CAPTION>
1998
FUND (1) (2) (3) (4) (5)
- ---- ------------ --- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Growth $7,776,795 31% $2,223,812 $5,552,983 --
Equity 77,640 53% 33,324 44,316 $117,115
Growth and Income 309,113 40% 123,645 185,468 178,665
Equity Income 1,030,099 40% 393,367 636,732 102,250
Capital Appreciation 944,606 66% 616,764 327,843 --
Small Company Growth 247,812 65% 172,622 75,250 196,438
Small Company Value 893,406 53% 476,304 417,102 126,994
International Growth 574,799 53% 304,305 270,493 73,295
Global Financial Services 14,156 47% 8,327 5,829 66,710
Government Securities 585,666 50% 269,028 316,639 80,305
High-Yield Bond 623,478 50% 309,058 314,420 146,963
Tax-Exempt Income 138,737 45% 41,621 97,116 82,991
Managed 3,103,061 --% 1,341,224 1,761,836 --
Money Market 685,510 --% -- 385,510 --
</TABLE>
<TABLE>
<CAPTION>
1997
FUND (1) (2) (3) (4) (5)
- ---- ------------ --- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Growth $ 3,331,589 31% $ 1,038,424 $ 2,293,165 $ --
Equity 15,970 53% 8,516 7,453 99,274
Growth and Income 63,099 40% 25,240 37,859 102,630
Equity Income 739,501 40% 293,217 446,285 115,504
Capital Appreciation 903,281 66% 591,969 311,312 --
Small Company Growth 84,918 65% 55,197 29,791 104,369
Small Company Value 275,321 53% 146,838 128,483 69,743
International Growth 478,833 53% 253,500 225,333 62,527
Government Securities 483,366 47% 226,402 256,963 130,007
High-Yield Bond 436,989 50% 218,495 218,494 123,123
Tax-Exempt Income 141,160 50% 70,580 70,580 108,255
Managed 2,180,923 45% 972,369 1,208,554 --
Money Market 231,118 -- -- 231,118 158,757
</TABLE>
<TABLE>
<CAPTION>
1996
FUND (1) (2) (3) (4) (5)
- ---- ------------ --- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Growth $ 1,282,393 37% $ 474,978 $ 807,415 $ --
Equity Income 523,261 40% 209,391 313,870 126,447
Capital Appreciation 935,780 65% 611,348 324,432 --
Small Company Value 153,784 47% 72,105 81,679 128,396
International Growth 353,427 53% 187,181 166,246 80,932
Government Securities 490,882 47% 229,645 261,237 94,868
High-Yield Bond 339,960 50% 170,056 169,904 114,041
Tax-Exempt Income 162,828 50% 81,452 81,376 51,959
Managed 1,164,633 49% 568,181 596,452 --
Money Market 160,844 -- -- 160,844 82,594
</TABLE>
40
<PAGE> 193
Distributor's Agreements and Plans of Distribution
The Distributor is a subsidiary of Enterprise Capital Management, Inc.
The Distributor's principal business address is Atlanta Financial Center, 3343
Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326.
Class A, Class B and Class C shares of each Fund have adopted a
separate Distribution Plan (the "Plans") pursuant to Rule 12b-1 under the
Investment Company Act of 1940. Under the Plans, Class A, Class B and Class C
shares of each of the Funds are authorized to pay the Distributor a distribution
fee for expenses incurred in connection with the continuous distribution of
shares of the Fund and an account maintenance fee for shareholder servicing.
There is no Distribution Plan in effect for Class Y shares.
Class A Shares. Class A shares of each Fund (except Money Market Fund)
pay the Distributor an account maintenance and distribution fee at the annual
rate of .45% of each Fund's average daily net assets attributable to Class A
shares.
Class B Shares. Class B shares of each Fund (except Money Market Fund)
pay the Distributor a distribution fee at the annual rate of 0.75% of each
Fund's average daily net assets attributable to Class B shares. Class B shares
of each Fund (except Money Market Fund) also pay an account maintenance fee at
the annual rate of 0.25% of each Fund's average daily net assets.
Class C Shares. Class C shares of each Fund (except Money Market Fund)
pay the Distributor a distribution fee at the annual rate of 0.75% of each
Fund's average daily net assets attributable to Class C shares. Class C shares
of each Fund (except Money Market Fund) also pay an account maintenance fee at
the annual rate of 0.25% of each Fund's average daily net assets attributable to
Class C shares.
Use of Distribution and Account Maintenance Fees. All or a portion of
the distribution fees paid by Class A, B or C shares may be used by the
Distributor to pay costs of printing reports and prospectuses for potential
investors and the costs of other distribution expenses. All or a portion of the
account maintenance fees paid by the Class A, Class B or Class C shares may be
paid to broker-dealers or others for the provision of personal continuing
services to shareholders, including such matters as responding to shareholder
inquiries concerning the status of their accounts and assistance in account
maintenance matters such as changes in address. Payments under the Plans are not
limited to amounts actually paid or expenses actually incurred by the
Distributor but cannot exceed the maximum rate set by the Plans or by the Board.
It is, therefore, possible that the Distributor may realize a profit in a
particular year as a result of these payments. The Plans have the effect of
increasing the Corporation's expenses from what they would otherwise be. The
Board reviews the Corporation's distribution and account maintenance fee
payments and may reduce or eliminate the fee at any time without further
obligation of the Corporation.
In addition to distribution and account maintenance fees paid by the
Corporation under Class A, Class B and Class C Plans, the Advisor (or one of its
affiliates) may make payments to
41
<PAGE> 194
dealers (including MONY Securities Corp.) and other persons which distribute
shares of the Funds (including Class Y shares). Such payments may be calculated
by reference to the net asset value of shares sold by such persons or otherwise.
Distribution Fees and Commissions
<TABLE>
<CAPTION>
TRAVEL,
TELEPHONE &
DISTRIBUTION COMMISSION CDSC COMMISSIONS MARKETING & OTHER
FEES PAID TO & SALES FEES COLLECTED & AND FEES PAID ADVERTISING AUTHORIZED
THE PAID TO THE PAID TO THE TO DEALERS FEES PAID FEES PAID
DISTRIBUTOR DISTRIBUTOR DISTRIBUT0R
------------ ------------- ------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1998 $12,899,177 $1,943,513 $ 69,676 $ 8,641,680 $ 3,653,072 $ 5,150,111
1997 $6,667,912 $1,244,343* $ 13,318 $ 4,320,682 $ 2,143,274 $ 3,103,754
1996 $3,696,663 $ 692,305 $ 131,372 $ 2,043,128 $ 1,108,160 $ 1,512,246
</TABLE>
- -----------------
* During the period from November 3, 1997 through December 31, 1997
the Distributor reallowed the full applicable sales charge to
certain broker/dealers with respect to the sale of shares of the
Growth and Income Fund, Equity Fund, and Small Company Growth Fund.
MISCELLANEOUS
The terms of each of the Advisor's Agreement, the Distributor's
Agreements and 12b-1 Plans, the Transfer Agent Agreement, the Accounting
Agreement and the Fund Manager's Agreements (each an "Agreement," and
collectively, the "Agreements") provide that each such Agreement: (i) will
automatically terminate upon "assignment," as such term is defined in the
Investment Company Act of 1940 (the "1940 Act"); (ii) must be approved annually
by the Corporation's Board of Directors or by vote of a majority of the
outstanding voting securities; and (iii) must be approved annually in person by
vote of a majority of the Directors of the Corporation who are not parties to
such contract or "interested persons" (as such term is defined in the 1940 Act)
of such party. Each Agreement further provides that it can be terminated without
penalty by either party thereto upon 60 days written notice to the other party.
Purchase, Redemption and Pricing of Securities being Offered
Information concerning purchase and redemption of shares of the Funds,
as well as information concerning computation of net asset value per share is
set forth in the Prospectus.
Each Fund offers four separate classes of shares: Class A, B, C and Y
shares. Each Class of shares of a Fund represents an identical interest in the
investment portfolio of that Fund and has the same rights, except that (i) each
class may bear differing amounts of certain class-specific expenses, (ii) Class
A shares are subject to an initial sales charge, a distribution fee and service
fee, (iii) Class B and Class C shares are subject to a contingent deferred sales
charge ("CDSC"), a distribution fee and an
42
<PAGE> 195
ongoing service fee, (iv) only Class B shares have a conversion feature; (v) the
Class A, B and C shares have exclusive voting rights with respect to matters
related to distribution and servicing expenditures; (vi) Class Y shares are not
subject to any sales charge or any distribution, account maintenance or service
fee, and (vii) the Classes have separate exchange privileges. In addition, the
income attributable to each Class and the dividends payable on the shares of
each Class will be reduced by the amount of the distribution fee or service fee,
if any, payable by that Class. The distribution-related fees paid with respect
to any Class will not be used to finance the distribution expenditures of
another Class. Sales personnel may receive different compensation for selling
different Classes of shares.
Fund shares are purchased at the net asset value (plus, with the
exception of the Money Market Fund Class A shares and Class Y shares of each
fund, the applicable sales charge) next determined after the application for
purchase of shares is received by the Enterprise Shareholder Services Division
of the Fund's Transfer Agent, National Financial Data Services, Inc. (the
"Transfer Agent"). The sales charge may be imposed, at the election of the
investor, at the time of purchase (Class A shares) or may be deferred (Class B
and C shares and Class A shares in excess of $1,000,000). Purchases can be made
through most investment dealers who, as part of the service they provide, must
transmit orders promptly.
Initial Sales Charge Waivers and Reductions
No sales charge applies to purchases of Class A shares by any of the
following: (a) selling brokers, their employees and their registered
representatives; (b) employees, clients or direct referrals of any Fund Manager
or of Evaluation Associates, Inc. ("EAI"); (c) directors, former directors,
employees or retirees of the Fund or of The MONY Group Inc. and its
subsidiaries; (d) family including spouses, parents, siblings, children,
grandchildren and employee benefit plans of any of (a), (b) and (c) above; (e)
certain employee benefit plans qualified under Sections 401 and 403 of the IRC,
including salary reduction plans qualified under Section 401(k) of IRC and
certain payroll deduction plans, subject to minimum requirements with respect to
number of participants or plan assets which may be established by the
Distributor; (f) MONY and its subsidiaries; (g) clients of fee-based financial
planners; and (h) financial institutions and financial institutions' trust
departments for funds over which they exercise exclusive discretionary
investment authority and which are held in fiduciary, agency, advisory,
custodial or similar capacity.
In addition, members of certain associations, fraternal groups,
franchise organizations and unions may enter into an agreement with the
Distributor which allows members to purchase Class A shares at a sales load
equal to 75% of the applicable sales charge, subject to minimum requirements,
with respect to number of participants or plan assets which may be established
by the Distributor. The Dealer Discount will also be adjusted in like manner.
An investor seeking a reduction in sales charge with respect to a
waiver of sales charge by reason of being a member of the above-described
groups, must describe the basis for the requested reduction or waiver in
documents accompanying any new investment. The
43
<PAGE> 196
Corporation may terminate, or amend the terms of, offering shares of a Fund at
net asset value or at a reduced sales charge at any time.
Exemptions from Class A, B and C CDSC
No CDSC will be imposed when a shareholder redeems Class A, B or C
shares in the following instances: (a) shares or amounts representing increases
in the value of an account above the net cost of the investment due to increases
in the net asset value per share; (b) shares acquired through reinvestment of
income dividends or capital gains distributions; (c) shares acquired by exchange
from any Fund, other than the Class A Money Market fund where the exchanged
shares would not have been subject to a CDSC upon redemption; and (d) Class A
shares purchased in the amount of $1 million or more if held for more than
twenty-four (24) months, Class B shares held for more than six years and Class C
shares held for more than one year.
In determining whether the Class A, B or C CDSC is payable, it will be
assumed that shares that are not subject to a CDSC are redeemed first and that
other shares are then redeemed in the order purchased. No CDSC will be imposed
on exchanges to purchase shares of another Fund although a CDSC will be imposed
on shares (when redeemed) of the acquired Fund purchased by exchange of shares
subject to a CDSC. The holding period of shares subject to a CDSC that are
exchanged will be deemed to commence as of the date of the initial investment.
Special Fiduciary Relationships. The CDSC will not apply with respect
to purchase of Class A shares for which the seller dealer is not permitted to
receive a sales load or redemption fee imposed on a shareholder with whom such
dealer has a fiduciary relationship in accordance with the provisions of the
such dealer agrees to the reimbursement provision described below, no sales
charge will be imposed on sales of $1,000,000 or more and the Distributor will
pay to the selling dealer a commission described in the Prospectus.
For the period of 13 months from the date of the sales referred to in
the above paragraph, the distribution fee payable by a Fund to the Distributor
pursuant to the Fund's Distribution Plan in connection with such shares will be
retained by the Distributor. In the event of a redemption of any such shares
within 24 months of purchase, the selling dealer will reimburse the Distributor
for the amount of commission paid less the amount of the distribution fee with
respect to such shares.
CDSC Waivers and Reductions
The CDSC will be waived in the event of: (a) distributions to
participants or beneficiaries and redemptions (other than redemption of the
entire plan) by certain plans, including participant-directed qualified
retirement qualified under Section 401(a) of the IRC or from custodial accounts
under the IRC Section 403(b)(7), individual retirement accounts under the IRC
Section 408(a), participant-directed non-qualified deferred compensation plans
under the IRC section 457 and other employee benefit plans ("plans"), and
returns of excess contributions made to these
44
<PAGE> 197
plans; (b) redemption of shares of a shareholder (including a registered joint
owner) who has died; (c) redemption of shares of a shareholder (including a
registered joint owner) who after purchase of the shares being redeemed becomes
totally disabled (as evidenced by a determination by the federal Social Security
Administration); (d) withdrawals under a systematic withdrawal plan where the
annual withdrawal does not exceed 10% of the net asset value of the account
(only for Class B shares); and (e) liquidation of a shareholder's account if the
aggregate net asset value of shares held in the account is less than the
required minimum. The CDSC will also be waived for redemptions made pursuant to
any IRA systematic withdrawal based on the shareholder's life expectancy
including, but not limited to, substantially equal periodic payments described
in IRC Section 72(t)(2)(A)(iv) prior to age 59 1/2 and required minimum
distributions after age 70 1/2. A shareholder will be credited with any CDSC
paid in connection with the redemption of any Class A, B, or C shares if within
180 days after such redemption, the proceeds are invested in the same class of
shares in the same and/or another Fund.
SERVICES FOR INVESTORS
For the convenience of investors, the following plans are available.
Investors should realize that none of these plans can guarantee profit or insure
against loss. The costs of these shareholder plans (exclusive of the employee
benefit plans) are paid by the Distributor, except for the normal cost of
issuing shares, which is paid by the Corporation.
AUTOMATIC REINVESTMENT PLAN. All shareholders, unless they request
otherwise, are enrolled in the Automatic Reinvestment Plan under which dividends
and capital gains distributions on their shares are automatically reinvested in
shares of the same Class of Fund(s) at the net asset value per share computed on
the record date of such dividends and capital gains distributions. The Automatic
Reinvestment Plan may be terminated by participants or by the Corporation at any
time. No sales charge is applied upon reinvestment of dividends or capital
gains.
AUTOMATIC BANK DRAFT PLAN. An Automatic Bank Draft Plan is available
for investors who wish to purchase shares of one or more of the Funds in amounts
of $25 or more on a regular basis by having the amount of the investment
automatically deducted from the investor's checking account. The minimum initial
investment for this Plan is $100. Forms authorizing this service are available
from the Corporation.
AUTOMATIC INVESTMENT PLAN. An investor may debit any Class of a Fund
Account on a monthly basis for automatic investments into one or more of the
other Funds of the same Class. The Fund from which the investment will be made
is subject to the $1,000 minimum. The
45
<PAGE> 198
investor may then choose to have $50 or more transferred to either an
established Fund, or they may open a new account subject to an initial minimum
investment of $100.
Letter of Intent Investments. Any investor may execute a Letter of
Intent covering purchases of Class A shares of $100,000 or more, at the public
offering price, of Fund shares to be made within a period of 13 months. A
reduced sales charge will be applicable to the total dollar amount of Class A
shares purchased in the 13-month period provided at least $100,000 is purchased.
The minimum initial investment under a Letter of Intent is 5% of the amount
indicated in the Letter of Intent. Class A shares purchased with the first 5% of
such amount will be held in escrow (while remaining registered in the name of
the investor) to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased, and
such escrowed shares will be involuntarily redeemed to pay the additional sales
charge, if necessary. When the full amount indicated has been purchased, the
escrow will be released.
Investors wishing to enter into a Letter of Intent in conjunction with
their investment in Class A shares of the Funds should complete the appropriate
portion of the new account application.
Right of Accumulation Discount. Investors who make an additional
purchase of Class A shares of a Fund which, when combined with the value of
their existing aggregate holdings of shares of a Fund, each calculated at the
then applicable net asset value per share, at the time of the additional
purchase, equals $100,000 or more, will be entitled to the reduced sales charge
shown under "Shareholder Account Information-Class A Shares-Initial Sales Charge
Option" in the Prospectus on the full amount of each additional purchase. For
purposes of determining the discount, holdings of Fund shares of the investor's
spouse, immediate family or accounts controlled by the investor, whether as a
single investor or trustee of, or participant in, pooled and similar accounts,
will be aggregated upon notification of applicable accounts from the investor.
Checkwriting. A check redemption feature is available on the Money
Market Fund Class A shares with opening balances of $5,000 or more. Redemption
checks may be made payable to the order of any person in any amount from $500 to
$100,000. Up to five redemption checks per month may be written without charge.
Each additional redemption check over five in a given month will be subject to a
$5 fee. Redemption checks are free and may be obtained from the Transfer Agent
or by contacting the Advisor. A $25 fee will be imposed on any account for
stopping payment of a redemption check upon request of the shareholder. It is
not possible to use a redemption check to close out an account since additional
shares accrue daily.
Systematic Withdrawal Plan. Investors may elect a Systematic Withdrawal
Plan under which a fixed sum will be paid monthly, quarterly, or annually. There
is no minimum withdrawal payment required. Shares in the Plan are held on
deposit in noncertificate form and any capital gain distributions and dividends
from investment income are invested in additional shares of the Fund(s)at net
asset value. Shares in the Plan account are then redeemed at net asset
46
<PAGE> 199
value to make each withdrawal payment. Redemptions for the purpose of
withdrawals are made on or about the 15th day of the month of payment at that
day's closing net asset value, and checks are mailed within five days of the
redemption date. Such distributions are subject to applicable taxation.
Because withdrawal payments may include a return of principal,
redemptions for the purpose of making such payments may reduce or even use up
the investment, depending upon the size of the payments and the fluctuations of
the market price of the underlying Fund securities. For this reason, the
payments cannot be considered as a yield of income on the investment.
Retirement Plans. The Corporation offers various Retirement Plans: IRA
(generally for all individuals with employment income); 403(b)(7) (for employees
of certain tax-exempt organizations and schools); and corporate pension and
profit sharing (including a 401(k) option) plans. For full details as to these
plans, you should request a copy of the plan document from the Transfer Agent.
After reading the plan, you may wish to consult a competent financial or tax
adviser if you are uncertain that the plan is appropriate for your needs.
Conversion of Class B Shares
Class B shares will automatically convert to Class A shares of the same
Fund eight years after the end of the calendar month in which the purchase order
for Class B shares was accepted, on the basis of the relative net asset values
of the two classes and subject to the following terms: Class B shares acquired
through the reinvestment of dividends and distributions ("reinvested Class B
shares") will be converted to Class A shares on a pro rata basis only when Class
B shares not acquired through reinvestment of dividends or distributions
("purchased Class B shares") are converted. The portion of reinvested Class B
shares to be converted will be determined by the ratio that the purchased Class
B shares eligible for conversion bear to the total amount of purchased Class B
shares eligible in the shareholder's account. For the purposes of calculating
the holding period, Class B shares will be deemed to have been issued on the
sooner of: (a) the date on which the issuance of Class B shares occurred, or (b)
for Class B shares obtained by an exchange or series of exchanges, the date on
which the issuance of the original Class B shares occurred. This conversion to
Class A shares will relieve Class B shares that have been outstanding for at
least eight years (a period of time sufficient for the Distributor to have been
compensated for distribution expenses related to such Class B shares) from the
higher ongoing distribution fee paid by Class B shares. Only Class B shares have
this conversion feature. Conversion of Class B shares to Class A shares is
contingent on the continuing availability of a private letter revenue ruling
from the Internal Revenue Service affirming that such conversion does not
constitute a taxable event for the shareholder under the IRC. If such revenue
ruling or an opinion of counsel is no longer available, conversion of Class B
shares to Class A shares would have to be suspended, and Class B shares would
continue to be subject to the Class B distribution fee until redeemed.
47
<PAGE> 200
Exchange Privilege
An exchange represents the sale of shares of one Fund and the purchase
of shares of another, which may produce a gain or loss for tax purposes.
Shares of a Fund which are not subject to a CDSC exchange will be
processed at the net asset value next determined after the Transfer Agent
receives your exchange request. Shares of a Fund which are subject to a CDSC
will be exchangeable on the basis of the relative net asset value per share
without payment of any CDSC which might otherwise be due upon redemption of the
shares of the Fund. For purposes of computing the CDSC that may be payable upon
a disposition of the shares acquired in the exchange, the holding period for the
previously owned shares of the Fund is "tacked" onto the holding period for the
newly acquired shares of the other Enterprise Fund. The exchange feature may be
modified or discontinued at any time, upon notice to shareholders in accordance
with applicable rules adopted by the Securities and Exchange Commission ("SEC").
Your exchange may be processed only if the shares of the Fund to be acquired are
eligible for sale in your state and if the exchange privilege may be legally
offered in your state.
Exchange of Class A Shares. You may exchange your Class A shares for
Class A shares of any other Fund. Class A shares of any Fund cannot be exchanged
for Class B, C or Y shares of any other Fund.
Exchange of Class B Shares. Class B shares of all Fund are exchangeable
for Class B shares of any other Enterprise Fund. Class B shares of any Fund
cannot be exchanged for Class A, C or Y shares of any other Fund.
Exchange of Class C Shares. Class C shares of all Funds are
exchangeable for Class C shares of any other Fund. Class C shares of any Fund
cannot be exchanged for Class A, B or Y shares of any other Fund.
Exchange of Class Y Shares. Class Y shares of all Funds are
exchangeable for Class Y shares of any other Fund. Class Y shares of any Fund
cannot be exchanged for Class A, B or C shares of any other Fund.
The minimum initial investment rules applicable to a Fund apply to any
exchange where the exchange results in a new account being opened in such Fund.
Exchanged into existing accounts are not subject to minimum amount. Original
investment in the Money Market Fund which are transferred to other Funds are not
considered Fund exchanges but purchases.
Redemptions -- General
Payment for redeemed shares is ordinarily made within seven days after
receipt by the corporation's transfer agent of redemption instructions in
proper form. The redemption privilege may be suspended or payment may be
postponed for more than seven days during any period when: (1) the NYSE is
closed other than for customary weekend or holiday closings or trading thereon
is restricted as determined by the securities and exchange commission; (2) an
emergency, as defined by the Securities and Exchange Commission, exists making
trading of fund securities or valuation of net assets not reasonably
practicable; (3) the Securities and Exchange Commission has by order permitted
such suspension or delay.
Redemptions in Kind
The Corporation's Articles of Incorporation provide that it may redeem
its shares in cash or with a pro rata portion of the assets of the Corporation.
To date, all redemptions have been made in cash, and the Corporation anticipates
that all redemptions will be made in cash in the future. In order to meet the
requirements of certain state laws, the Corporation has elected, pursuant to
Rule 18f-1 under the 1940 Act, to commit itself to pay in cash all requests for
redemption by any shareholder of record, limited in amount with respect to each
shareholder during any 90-day period to the lesser of: (i) $250,000; or (ii) 1%
of the net asset value of the Corporation at the beginning of such period. If
shares are redeemed through a distribution of
48
<PAGE> 201
the recipient would incur brokerage commissions upon the sale of such
securities.
The Corporation reserves the right to redeem an account at its option
upon not less than 45 days' written notice if an account's net asset value is
$500 or less and remains so during the notice period.
Determination of Net Asset Value
The net asset value of each Fund's shares is determined once daily as
of the close of regular trading on the NYSE on each day on which the NYSE is
open for trading. The Funds may own securities that are primarily listed on
foreign exchanges which trade on Saturday or other customary United States
national business holidays. If the Funds do not price their securities on these
days, their net asset values may be significantly affected on days when
investors have no access to the Funds. The net asset value per share is
effective as of the time of computation.
Money Market Fund. The net asset value of the Money Market Fund is
computed by dividing the total value of the Fund's assets, less liabilities
(including dividends payable), by the number of shares outstanding. The assets
are determined by valuing the Fund securities at amortized cost, pursuant to
Rule 2a-7. The amortized cost method of valuation involves valuing a security at
cost at the time of purchase and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument.
The purpose of the amortized cost method of valuation is to attempt to
maintain a constant net asset value per share of $1.00. While this method
provides certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is slightly higher or lower than the price the
Fund would receive if it sold its securities. Under the direction of the Board
of Directors, certain procedures have been adopted to monitor and stabilize the
price per share. Calculations are made to compare the value of the Fund's
securities, valued at amortized cost, with market values. Market valuations are
obtained by using actual quotations provided by market makers, estimates of
market value, or values obtained from yield data relating to classes of money
market instruments published by reputable sources at the bid prices for those
instruments. If a deviation of 1/2 of 1% or more between the $1.00 per share net
asset value and the net asset value calculated by reference to market valuations
has occurred, or if there are any other deviations which the Board of Directors
believes will result in dilution or other unfair results material to
shareholders, the Board of Directors will consider what action, if any, should
be initiated. The Money Market Fund seeks to maintain a constant net asset value
of $1.00 but there can be no assurance that the Money Market Fund will be able
to maintain a stable net asset value.
49
<PAGE> 202
The market value of debt securities usually reflects yields generally
available on securities of similar quality. When yields decline, the market
value of the Fund holding higher yielding securities can be expected to
increase; when yields increase, the market value of the Fund invested at lower
yields can be expected to decline. In addition, if the Fund has net redemptions
at a time when interest rates have increased, the Fund may be forced to sell
Fund securities prior to maturity at a price below the Fund's carrying value.
Also, rather than market value, any yield quoted may be different from the yield
that would result if the entire Fund were valued at market value, since the
amortized cost method does not take market fluctuations into consideration.
Other Funds. The Funds, other than the Money Market Fund, calculate a
share's net asset value by dividing the net assets of the Fund by the
number of shares then outstanding of such Fund.
Computation of Offering Price Per Share. The following is the offering
price calculation for each Class of shares of each Fund. The Class A, Class B
and Class C calculations are based on the value of each Fund's net assets and
number of shares outstanding on December 31, 1998.
50
<PAGE> 203
<TABLE>
<CAPTION>
Growth Fund Growth and Income Fund
----------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $827,567,226 $446,472,930 $133,194,151 $60,639,461 $16,664,261 $21,890,475 $4,654,429 $18,309,675
------------ ------------ ------------ ----------- ----------- ----------- ---------- -----------
Number of
Shares
Outstanding........ 39,279,626 21,650,929 6,381,815 2,832,109 574,389 757,479 161,018 628,524
----------- ----------- ----------- ---------- ---------- ---------- --------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $21.07 $20.62 $20.87 $21.41 $29.01 $28.90 $28.91 $29.13
------ ------ ------ ------ ------ ------ ------ ------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ $ 1.05 ** ** ** 1.45 ** ** **
------ ------- ------- ------- ------- ------- ------- -------
Offering Price..... $22.12 $20.62 $20.87 $21.41 $30.46 $28.90 $28.91 $29.13
------ ------ ------ ------ ------ ------ ------ ------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C, and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
<TABLE>
<CAPTION>
Equity Fund Equity Income Fund
----------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $6,740,895 $8,731,197 $1,503,982 $ 56,592 $111,274,606 $33,806,809 $5,639,379 $112,498
---------- ---------- ---------- ---------- ------------ ----------- ---------- --------
Number of
Shares
Outstanding........ 1,041,720 1,357,791 233,706 8,797 4,138,708 1,272,483 211,193 4,187
--------- --------- ------- --------- --------- --------- ------- -------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 6.47 $ 6.43 $ 6.44 $ 6.43 $26.89 $26.57 $26.70 $26.87
------ ------ ------ ------ ------ ------ ------ ------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.32 ** ** ** 1.34 ** ** **
------ ------ ------ ------ ------ ------ ------ ------
Offering Price..... $ 6.79 $ 6.43 $ 6.44 $ 6.43 $28.23 $26.57 $26.70 $26.87
------ ------ ------ ------ ------ ------ ------ ------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C, and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
51
<PAGE> 204
<TABLE>
<CAPTION>
Capital Appreciation Fund Small Company Growth Fund
------------------------------------------------ --------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $131,604,967 $14,663,236 $1,039,961 $203,561 $8,194,498 $8,759,560 $2,481,164 $9,084,105
------------ ----------- ---------- -------- ---------- ---------- ---------- ----------
Number of
Shares
Outstanding........ 3,410,132 390,970 27,190 5,248 365,227 395,771 111,708 402,788
------------ ----------- ---------- -------- ---------- ---------- ---------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 38.59 $ 37.50 $ 38.25 $ 38.79 $ 22.44 $ 22.13 $ 22.21 $ 22.55
------------ ----------- ---------- -------- ---------- ---------- ---------- ----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 1.92 ** ** ** 1.12 ** ** **
------------ ----------- ---------- -------- ---------- ---------- ---------- ----------
Offering Price..... $ 40.51 $ 37.50 $ 38.25 $ 38.79 $ 23.56 $ 22.13 $ 22.21 $ 22.55
------------ ----------- ---------- -------- ---------- ---------- ---------- ----------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
<TABLE>
<CAPTION>
Small Company Value Fund International Growth Fund
------------------------------------------------- -----------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $ 79,867,579 $61,929,341 $14,238,508 $276,539 $41,458,039 $16,007,394 $3,498,291 $13,378,928
------------ ----------- ----------- -------- ----------- ----------- ---------- -----------
Number of
Shares
Outstanding........ 10,081,778 7,997,909 1,802,611 34,308 2,194,602 859,679 186,364 708,491
------------ ----------- ----------- -------- ----------- ----------- ---------- -----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 7.92 $ 7.74 $ 7.90 $ 8.06 $ 18.89 $ 18.62 $ 18.77 $ 18.88
------------ ----------- ----------- -------- ----------- ----------- ---------- -----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.39 ** ** ** 0.94 ** ** **
------------ ----------- ----------- -------- ----------- ----------- ---------- -----------
Offering Price..... $ 8.31 $ 7.74 $ 7.90 $ 8.06 $ 19.83 $ 18.62 $ 18.77 $ 18.88
------------ ----------- ----------- -------- ----------- ----------- ---------- -----------
</TABLE>
- ------------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y are not subject to an initial charge.
However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
52
<PAGE> 205
<TABLE>
<CAPTION>
Global Financial Services Fund Government Securities Fund
----------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $1,426,281 $1,022,356 $217,936 $5,697,430 $71,609,403 $27,133,777 $3,088,857 $7,280,521
---------- ---------- -------- ---------- ----------- ----------- ---------- ----------
Number of
Shares
Outstanding........ 235,885 169,647 36,167 942,373 5,896,061 2,235,436 254,390 599,717
---------- ---------- -------- ---------- ----------- ----------- ---------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 6.05 $ 6.03 $ 6.03 $ 6.05 $ 12.15 $ 12.14 $ 12.14 $ 12.14
---------- ---------- -------- ---------- ----------- ----------- ---------- ----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.30 ** ** ** 0.61 ** ** **
---------- ---------- -------- ---------- ----------- ----------- ---------- ----------
Offering Price..... $ 6.35 $ 6.03 $ 6.03 $ 6.05 $ 12.76 $ 12.14 $ 12.14 $ 12.14
---------- ---------- -------- ---------- ----------- ----------- ---------- ----------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B, Class C and Class Y shares are not subject to an initial charge.
However, Class B and Class C shares may be subject to a CDSC on redemption
of shares.
<TABLE>
<CAPTION>
High-Yield Bond Fund Tax-Exempt Income Fund
----------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $72,636,908 $35,495,217 $5,391,870 $2,031,873 $23,709,484 $4,450,523 $777,408 $65,412
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
Number of
Shares
Outstanding........ 6,302,320 3,080,313 467,798 176,496 1,712,806 321,631 56,161 4,727
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 11.53 $ 11.52 $ 11.53 $ 11.51 $ 13.84 $ 13.84 $ 13.84 $ 13.84
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.57 ** ** ** 0.69 ** ** **
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
Offering Price..... $ 10.10 $ 11.52 $ 11.53 $ 11.51 $ 14.53 $ 13.84 $ 13.84 $ 13.84
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
53
<PAGE> 206
<TABLE>
<CAPTION>
Managed Fund Money Market Fund
-------------------------------------------------- --------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ---------- ---------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $175,083,644 $161,552,271 $11,653,660 $89,084,043 $140,490,150 $10,147,261 $4,680,248 $3,412,307
------------ ------------ ----------- ----------- ------------ ----------- ---------- ----------
Number of
Shares
Outstanding........ 18,914,704 17,626,832 1,281,367 9,633,554 140,490,150 10,147,261 4,680,248 3,412,307
------------ ----------- ----------- ----------- ------------ ----------- ---------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 9.26 $ 9.17 $ 9.09 $ 9.25 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ----------- ----------- ----------- ----------- ----------- ----------- ----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.46 ** ** ** ** ** ** **
------------ ------------ ----------- ----------- ------------ ----------- ---------- ----------
Offering Price..... $ 9.72 $ 9.17 $ 9.09 $ 9.25 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ----------- ----------- ------------ ----------- ---------- ----------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.
Fund Transactions and Brokerage
Each Fund Manager selects the brokerage firms which complete portfolio
transactions for that Fund, subject to the overall direction and review of the
Advisor and the Board of Directors of the Corporation.
The initial criterion which must be met by any Fund Manager in
selecting brokers and dealers to effect securities transactions for a Fund is
whether such brokers and dealers can obtain
54
<PAGE> 207
the most favorable combination of price and execution for the transaction. This
does not mean that the execution decision must be based solely on whether the
lowest possible commission costs may be obtained. In seeking to achieve the best
combination of price and execution, the Fund Managers evaluate the overall
quality and reliability of broker-dealers and the service they provide,
including their general execution capability, reliability and integrity,
willingness to take positions in securities, general operational capabilities
and financial condition.
Subject to this primary objective, the Fund Managers may select for
brokerage transactions those firms which furnish brokerage and research
services, including analyses and reports concerning issuers, industries,
securities, economic factors and trends, to the Corporation, the Advisor, and
the respective Fund Managers, or those firms who agree to pay certain of the
Corporation's expenses, including certain custodial and transfer agent services,
and, consistent with the National Association of Securities Dealers, Inc.
Conduct Rules, those firms which have been active in selling shares of the
Corporation. If in the judgment of the Fund Manager the Fund will be benefitted
by supplemental research services, a broker furnishing such services may be paid
brokerage commissions which are in excess of commissions which another broker
may have charged for effecting the same transaction. Fund Managers may execute
brokerage transactions through affiliated broker/dealers, subject to compliance
with applicable requirements of the federal securities laws.
The following table sets forth the amounts of the brokerage commissions
paid to broker-dealers by each Fund for the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
Fund Aggregate Brokerage Commissions Brokerage Commissions Paid
Brokerage Brokerage Paid to Affiliated Broker- to Affiliated Broker-Dealers
Commission Paid Commissions Paid To Dealers as a Percentage of as a Percentage of the Fund's
on Transactions in Affiliated Broker- the Fund's Aggregate Aggregate Dollar Amount of
the Fund's Dealers Commissions Paid Transactions Involving
Securities Brokerage Commissions
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth $941,748 $ 0 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Growth and Income 37,396 0 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Equity 17,644 390 2.21% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Equity Income 107,429 7,769 7.23% 0.01%
- ---------------------------------------------------------------------------------------------------------------------------
Capital Appreciation 196,418 12,510 6.37% 0.01%
- ---------------------------------------------------------------------------------------------------------------------------
Small Company 72,430 36 0.05% 0.00%
Growth
- ---------------------------------------------------------------------------------------------------------------------------
Small Company Value 255,204 0 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
International Growth 194,686 0 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Global Financial
Services 8,670 4,915 56.69% 0.08%
- ---------------------------------------------------------------------------------------------------------------------------
Government Securities 0 0 0% 0%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
55
<PAGE> 208
<TABLE>
<CAPTION>
Fund Aggregate Brokerage Commissions Brokerage Commissions Paid
Brokerage Brokerage Paid to Affiliated Broker- to Affiliated Broker-Dealers
Commission Paid Commissions Paid To Dealers as a Percentage of as a Percentage of the Fund's
on Transactions in Affiliated Broker- the Fund's Aggregate Aggregate Dollar Amount of
the Fund's Dealers Commissions Paid Transactions Involving
Securities Brokerage Commissions
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
High-Yield Bond $ 421 $ 0 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Income 0 0 0% 0%
- ---------------------------------------------------------------------------------------------------------------------------
Managed 390,898 $9,003 2.30% 0.00%
- ---------------------------------------------------------------------------------------------------------------------------
Money Market 4 0 0.00% 0.00%
</TABLE>
The aggregate brokerage commissions paid by the Funds on transactions
for the fiscal year ended December 31, 1997 and December 31, 1996 were $629,024
and $534,229, respectively.
<TABLE>
<CAPTION>
1997
Aggregate Brokerage Commissions Paid on
Fund Transactions in the Fund's Securities
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Growth
- ---------------------------------------------------------------------------------------------------------------------------
Growth and Income
- ---------------------------------------------------------------------------------------------------------------------------
Equity
- ---------------------------------------------------------------------------------------------------------------------------
Equity Income
- ---------------------------------------------------------------------------------------------------------------------------
Capital Appreciation
- ---------------------------------------------------------------------------------------------------------------------------
Small Company Growth
- ---------------------------------------------------------------------------------------------------------------------------
Small Company Value
- ---------------------------------------------------------------------------------------------------------------------------
International Growth
- ---------------------------------------------------------------------------------------------------------------------------
Government Securities
- ---------------------------------------------------------------------------------------------------------------------------
High-Yield Bond
- ---------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Income
- ---------------------------------------------------------------------------------------------------------------------------
Managed
- ---------------------------------------------------------------------------------------------------------------------------
Money Market
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
56
<PAGE> 209
PERFORMANCE COMPARISONS
From time to time the Corporation may advertise a Fund's average annual
total return, other total return data, or yield. Total return and yield are
calculated separately for Class A, Class B, Class C and Class Y shares. Total
return figures are based on the Fund's historical performance and are not
intended to indicate future performance.
Average annual total return is calculated by finding the average annual
compounded rates of return over the specified periods that would equate the
initial amount invested to the ending redemption value according to the
following formula: Average annual total return is computed assuming all
dividends and distributions are reinvested when received and taking into account
all applicable recurring and nonrecurring expenses.
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<PAGE> 210
P(1+T)n=ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of
ERV = ending redeemable value of hypothetical $1,000 payment made at
the beginning of the specified periods at the end of the
specified periods.
Each Fund also may quote annual, average annual and annualized total
return and aggregate total return performance data, both as a percentage and as
a dollar amount based on a hypothetical $10,000 investment. Such data will be
computed as described above, except that as required by the periods of the
quotations, actual annual, annualized or aggregate data, rather than average
annual data may be quoted. Actual annual or annualized total return data
generally will be lower than average total return data since the average rates
of return reflect compounding of return; aggregate total return data generally
will be higher than average annual total return data since the aggregate rates
of return reflect compounding over a longer period of time.
Yield quotations for the Funds, other than the Money Market Fund, is
calculated by dividing net investment income of a Fund per share earned during a
30 day period by the maximum offering price per share on the last day of the
period according to the following formula:
Yield=2[(a-b/cd+1)6-1]
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period,
that were entitled to receive dividends.
d = the maximum offer price per share on the last day of the period.
Yield quotations for the Money Market Fund will be computed based on a
seven day period by determining the net change, exclusive of capital changes and
income other than investment income, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period,
subtracting a hypothetical change reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7) with the resulting yield figure
carried to at least the nearest hundredth of one percent. The effective yield of
the Money Market Fund for a seven-day period is computed by expressing the
unannualized return for that period on a compounded, annualized basis by adding
1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from
the result according to the following formula:
Effective Yield=[(Base Period Return + 1)365/7]-1.
The Money Market Fund's actual yields will fluctuate, and are not
necessarily indicative of future actual yields. Actual yields are dependent on
such variables as portfolio quality, average portfolio maturity, the type of
instruments in which investments are made, changes in interest rates on money
market instruments, fund expenses and other factors.
A Fund may also advertise in items of sales literature an "actual
distribution rate" which is computed in the same manner as yield except that
actual income dividends declared per share during the period in question are
substituted for net investment income per share.
Any distribution rate, yield or total rate of return figure should not
be considered as representative of the performance of a Fund in the future. In
addition, the Income Funds' performance figures are not directly comparable to
those of bank deposits and other similar investments, which maintain a fixed
principal value and pay a fixed yield on the principal amount. These Funds' net
asset values are not fixed. They vary based not only upon the type, quality and
maturities of the securities held in the Funds, but also on the changes in the
current value of such securities and on changes in the Funds' expenses. For
narrative discussions of the Fund's performance including graphs comparing Funds
to various securities indices, please request a copy of an Annual Report to
Shareholders from the Corporation.
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<PAGE> 211
From time to time, a Fund's performance and performance of comparable
investments may be compared to that of the Consumer Price Index or various
unmanaged indices such as the Dow Jones Industrial Average, the S&P 500, the
Lehman Brothers Government/Corporate Bond Index, the Lehman Brothers Government
Bond Index, Lehman Brothers Mortgage Backed Index, Lehman Brothers Municipal
Bond Index, Morgan Stanley Goldmine Index, the Salomon Smith Barney Low Grade
Index, the Salomon Smith Barney Analytical Record of Yield and Yield Spreads,
the Salomon Smith Barney Corporate Bond Rate-of-Return Index, and the Salomon
Smith Barney World Money Market Index, Bond-20 Bond Index; and it may also be
compared to the performance of other appropriate fixed income or equity mutual
funds or mutual fund indices as reported by Lipper Inc. ("Lipper") or CDA
Investment Technologies, Inc. ("CDA"). Lipper and CDA are widely recognized
independent mutual fund reporting services. Lipper and CDA performance
calculations are based upon changes in net asset value with all dividends
reinvested and do not include the effect of any sales charges. Investors may
also look to mutual fund reporting services such as Computer Directions Advisor
Services, Inc., Moody's Bond Survey Index, Nelson's Investment Manager Data
Base, Morningstar, Inc. and mortgage trade and other publications to compare the
performance of each Fund with other mutual funds in that Fund's category. Also,
a Fund's performance may be compared to the historical returns of various
investments, performance indices of those investments or economic indicators,
included but not limited to stocks, bonds, certificates of deposit, money market
deposit accounts, money market funds and US Treasury Bills. Certain of these
alternative investments may offer fixed rates of return and guaranteed principal
and may be insured. Betas utilized will be calculated by CDA Investment
Technologies, Inc.
The Corporation's performance may be compared in advertising to the
performance of other mutual funds in general or the performance of particular
types of mutual funds, especially those with similar objectives. Lipper, an
independent mutual fund performance rating service headquartered in Summit, New
Jersey, provides rankings which may be used from time to time.
From time to time, articles about the Corporation regarding its
performance or ranking may appear in national publications such as Kiplinger's
Personal Finance Magazine, Money Magazine, Financial World, Morningstar, Dalbar,
Value Line Mutual Fund Survey, Forbes, Fortune, Business Week, Wall Street
Journal, Donaghue Mutual Funds and Barron's. Some of these publications may
publish their own rankings or performance reviews of mutual funds, including the
Corporation. Reference to or reprints of such articles may be used in the
Corporation's promotional literature.
The Money Market Fund may compare its performance in advertising to the
yield on Certificates of Deposit ("CDs") or other investments issued by banks.
The Money Market Fund differs from bank investments in that bank products offer
fixed or variable rates; principal is fixed and may be insured. Money market
funds seek to maintain a stable net asset value and yield fluctuates. Further,
the Fund may offer greater liquidity or higher potential returns than CDs.
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<PAGE> 212
The Corporation may advertise examples of the effects of periodic
investment plans, including the principal of dollar cost averaging. Dollar cost
averaging programs provide an opportunity to invest a fixed dollar amount in a
fund at periodic intervals, thereby purchasing fewer shares when the price is
high and more shares when the price is low. While such a strategy does not
assure a profit guard against loss in a declining market, the investor's cost
per share can be lower if fixed numbers of shares had been purchased at periodic
intervals. In evaluating such a plan, consideration should be given to the
shareholder's ability to continue purchasing shares through periods of low price
levels.
TAXES
In order to qualify for federal income tax treatment as a regulated
investment company under Subchapter M of the IRC for a taxable year, each Fund
must, among other things, (a) derive at least 90% of its gross income during
such taxable year from qualifying income (i.e., dividends, interest, payments
with respect to loans of stock and securities, gains from the sale or other
disposition of stock or securities or options thereon, and certain other related
income); (b) diversify its holdings so that, at the end of each fiscal quarter
of such taxable year, (i) at least 50% of the market value of its total assets
is represented by cash, cash items, U.S. Government Securities, securities of
other regulated investment companies, and other securities limited, in the case
of other securities for purposes of this calculation, in respect of any one
issuer, to an amount not greater than 5% of the value of its total assets or 10%
of the voting securities of the issuer, and (ii) not more than 25% of the value
of its assets is invested in the securities of any one issuer (other than U.S.
Government Securities).
Each Fund has qualified and intends to continue to qualify as a
"regulated investment company" under the provisions of the IRC as amended. For
purposes of the IRC, each Fund is regarded as a separate regulated investment
company. If any Fund qualifies as a "regulated investment company" and complies
with distribution requirements applicable to regulated investment companies, the
Fund will be relieved of federal income tax on the income and capital gains
distributed to shareholders.
Dividends declared from a Fund's net investment income, including its
net realized short-term capital gains in excess of its net realized long-term
capital losses, are taxable to its shareholders as ordinary income, whether such
dividends are received in cash or additional shares. If, for any taxable year, a
Fund complies with certain requirements, some or all of the dividends paid out
of the Fund's income from dividends paid by domestic corporations received by
the Fund's corporate shareholders may qualify for the 70% dividends received
deduction available to corporations. Dividends paid by the Income Funds and the
International Growth Fund are not expected to be eligible for dividends received
deductions.
Distributions declared from a Fund's realized net capital gain
(realized net capital gains from the sale of assets held for more than 12 months
in excess of realized net short-term capital losses) and designated by the Fund
as a capital gain dividend in a written notice to the shareholders are taxable
to such shareholders as capital gain without regard to the length of time
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<PAGE> 213
a shareholder has held stock of the Fund and regardless of whether paid in cash
or additional shares. Capital gain dividends received by individuals are taxed
at the minimum rate of 20%.
The Funds may be required to withhold for federal income taxes 31%
("Back-Up Withholding") of the distributions and the proceeds of redemptions
payable to shareholders who fail to comply with regulations requiring that they
provide a correct social security or taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to Back-up Withholding. Corporate shareholders and
certain other shareholders specified in the IRC are exempt from Back-Up
Withholding.
Upon a sale or exchange of its shares, a shareholder will realize a
taxable gain or loss depending on its basis in the shares. Such gain or loss
will be treated as capital gain or loss if the shares are capital assets in the
shareholder's hands. In the case of an individual, any such capital gain will be
treated as short-term capital gain if the shares were held for not more than 12
months and long-term gain taxable at the maximum rate of 20% if such shares were
held for more than 18 months. In the case of a corporation, any such capital
gain will be treated as long-term capital gain, taxable at the same rates as
ordinary income, if such shares were held for more than 12 months. Any such
capital loss will be long-term capital loss if the shares were held for more
than 12 months. A sale or exchange of shares held for six months or less,
however, will be treated as long-term capital loss to the extent of any
long-term capital gains distributions with respect to such shares.
Generally, any loss realized on a sale or exchange of shares of a Fund
will be disallowed if other Fund shares are acquired (whether through the
automatic reinvestment of dividends or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after the date on which the shares
are disposed. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss.
In certain circumstances (e.g., an exchange), a shareholder who has
held shares in a Fund for not more than 90 days may not be allowed to include
certain sales charges incurred in acquiring such shares for purposes of
calculating gain or loss realized upon the sale or exchange of shares of the
Fund.
No gain or loss will be recognized by Class B shareholders upon the
conversion of Class B shares into Class A shares.
Tax-Exempt Income Fund
Dividends derived from interest on Municipal Securities and designated
by the Tax-Exempt Income Fund as exempt interest dividends by written notice to
the shareholders, under existing law, are not subject to federal income tax.
Dividends derived from net capital gains realized by the Fund are taxable to
shareholders as a capital gain upon distribution. Any short-term capital gains
or any taxable interest income or accrued market discount (whether on taxable or
tax-exempt securities)
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<PAGE> 214
realized by the Fund will be distributed as a taxable ordinary income dividend
distribution. These rules apply whether such distribution is made in cash or in
additional shares. The percentage of income that is tax-exempt is applied
uniformly to all income distributions made by the Fund during each year. As with
shares in all Funds, a sale, exchange or redemption of shares in the Tax-Exempt
Income Fund is a taxable event and may result in capital gain or loss. Any
capital loss realized from shares held for six months or less is disallowed to
the extent of tax-exempt dividend income received.
The Tax-Exempt Income Fund declares daily and pays dividends monthly on
the last business day of the month. When a shareholder redeems shares of the
Fund on other than a dividend payment date, a portion of the shareholder's
redemption proceeds will represent accrued tax-exempt income which will be
treated as part of the amount realized for purposes of capital gains
computations for federal and state or local income tax purposes and will not be
tax-exempt.
Income from certain "private activity" bonds issued after August 7,
1986, are items of tax preference for the alternative minimum tax at a maximum
rate of 28% for individuals and 20% for corporations. If the Fund invests in
private activity bonds, shareholders may be subject to the alternative minimum
tax on that part of such Fund distributions derived from interest income on
those bonds. The Tax-Exempt Income Fund does not intend to invest more than 20%
of its assets in private activity bonds. In addition, a portion of a
distribution derived from any tax-exempt interest incurred, whether or not from
private activity bonds, will be taken into account in determining the corporate
alternative minimum tax. In higher income brackets, up to 85% of an individual's
Social Security benefits may be subject to federal income tax. Along with other
factors, total tax-exempt income, including any tax-exempt dividend income from
the Fund, is taken into account in determining that portion of Social Security
benefits which is taxed.
All or a portion of the interest incurred by a shareholder to purchase
or carry an investment in the Tax-Exempt Income Fund will not be deductible.
The treatment for state and local tax purposes of distribution from the
Tax-Exempt Income Fund representing Municipal Securities interests will vary
according to the laws of state and local taxing authorities.
FOREIGN INCOME TAXES
Investment income received by a Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Corporation to a reduced rate of tax or exemption from tax on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of the Funds' assets to be invested within various
countries is not known. The Corporation intends to operate so as to obtain
treaty-reduced rates of tax where applicable.
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<PAGE> 215
To the extent that the International Growth Fund is liable for foreign
income taxes withheld at the source, the Fund may elect to "pass through" to the
Fund's shareholders credits for foreign income taxes paid, but there can be no
assurance that the Fund will be able to do so.
EXCISE TAX
The federal tax laws impose a 4% nondeductible excise tax on each
regulated investment company with respect to the amount, if any, by which such
company does not meet certain specified distribution requirements. Each Fund
intends to comply with such distribution requirements and thus does not expect
to incur the 4% nondeductible excise tax.
GENERAL
The foregoing is a general and abbreviated summary of the applicable
provisions of the IRC and Treasury Regulations in effect, as currently
interpreted by the Courts and by the Internal Revenue Service in published
revenue rulings and in private letter rulings and is only applicable to U.S.
persons. These interpretations can be changed at any time. For the complete
provisions, reference should be made to the pertinent IRC sections and the
Treasury Regulations promulgated thereunder. The above discussion covers only
federal income tax considerations with respect to the Funds and their
shareholders. State and local tax laws vary greatly, especially with regard to
the treatment of exempt-interest dividends. Shareholders should consult their
own tax advisers for more information regarding the federal, state, and local
tax treatment of each account.
Statements indicating the tax status of distributions to each
shareholder will be mailed to each shareholder annually.
DIVIDENDS AND DISTRIBUTIONS
It is the Corporation's intention to distribute substantially all of
the net investment income and realized net capital gains, if any, of each Fund.
The per share dividends and distribution on each class of shares of a Fund will
be reduced as a result of any service fees applicable to that class. For
dividend purposes, net investment income of each Fund will consist of
substantially all dividends received, interest accrued, net short-term capital
gains realized by such Fund less the applicable expenses of such Fund.
Unless shareholders request otherwise, by notifying the Fund's Transfer
Agent, dividends and capital gains distributions will be automatically
reinvested in shares of the respective Fund at net asset value; such
reinvestments automatically occur on the payment date of such dividends
and capital gains distributions. At the election of any shareholder, dividends
or capital gains distributions, or both, will be distributed in cash to such
shareholders. However, if it is determined that the U.S. Postal Service cannot
properly deliver Fund mailings to the shareholder, the respective Funds will
terminate the shareholder's election to receive dividends and other
63
<PAGE> 216
distributions in cash. Thereafter, the shareholder's subsequent dividends and
other distributions will be automatically reinvested in additional shares of the
respective Funds until the shareholder notifies the Transfer Agent or the
Corporation in writing of his or her correct address and requests in writing
that the election to receive dividends and other distributions in each be
reinstated.
Distributions of capital gains from each of the Funds, other than the
Money Market Fund, are made at least annually. Dividends from investment income
of the Equity Funds (except the Equity Income Fund) and Managed Fund are
declared and paid annually. Dividends on the Equity Income Fund are paid
semiannually. Dividends from investment income of the Income Funds are declared
daily and paid monthly. Dividends from investment income and any net realized
capital gains of the Money Market Fund are declared daily and reinvested monthly
in additional shares of the Money Market Fund at net asset value.
Although the legal rights of each Class of shares are substantially
identical, the different expenses borne by each Class will result in different
net asset values and dividends for each Class.
ADDITIONAL INFORMATION
CAPITAL STOCK
The authorized capital stock of the Corporation consists of Common
Stock, par value $0.10 per share. The shares of Common Stock are divided into 14
series with each series representing a separate Fund. The Board of Directors may
determine the number of authorized shares for each series and to create new
series of Common Stock. It is anticipated that new Classes will be authorized by
the Board from time to time as new Funds with separate investment objectives and
policies are established.
Each Class of shares is entitled to participate in dividends and
distributions declared by the respective Funds and in net assets of such Funds
upon liquidation or dissolution remaining after satisfaction of outstanding
liabilities, except that each Class will bear its own distribution and
shareholder servicing charges. The shares of each Fund, when issued, will be
fully paid and nonassessable, have no preference, preemptive, conversion
(except as described above), exchange or similar rights, and will be freely
transferable. Holders of shares of any Fund are entitled to redeem their shares
as set forth in the Prospectus. The rights of redemption and conversion rights
are described elsewhere herein and in the Prospectus.
VOTING RIGHTS
Shares of each Fund are entitled to one vote per share and fractional
votes for fractional shares. The Corporation's shareholders have the right to
vote on the election of Directors of the
64
<PAGE> 217
Corporation and on any and all other matters on which, by law or the provisions
of the Corporation's bylaws, they may be entitled to vote. Voting rights are not
cumulative, so that holders of more than 50% of the shares voting in the
election of Directors can, if they choose to do so, elect all of the Directors
of the Corporation, in which event the holders of the remaining shares are
unable to elect any person as a Director.
On matters relating to all Funds or Classes of shares and affecting all
Funds or Class of shares in the same manner, shareholders of all Funds or
Classes of shares are entitled to vote. On any matters affecting only one Fund,
only the shareholders of that Fund are entitled to vote. On matters relating to
all the Funds but affecting the Funds differently, separate votes by Fund are
required. Each Class has exclusive voting rights with respect to matters related
to distribution and servicing expenditures, as applicable.
The Corporation and its Funds are not required by Maryland law to hold
annual meetings of shareholders under normal circumstances. The Board of
Directors or the shareholders may call special meetings of the shareholders for
action by shareholder vote, including the removal of any or all of the
Directors, as may be required by either the Articles of Incorporation or bylaws
of the Corporation, or the Investment Company Act of 1940. Shareholders possess
certain rights related to shareholder communications which, if exercised, could
facilitate the calling by shareholders of a special meeting.
REPORTS TO SHAREHOLDERS
The Corporation sends to all its shareholders annual and semiannual
reports.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company whose address is One Heritage
Drive, The Joseph Palmer Building, North Quincy, Massachusetts, 02171, has been
retained to act as custodian of the assets of the Corporation. The custodian is
responsible for safeguarding and controlling the cash and securities of the
Funds, handling the receipt and delivery of securities and collecting interest
and dividends on the Funds' investments.
National Financial Data Services, Inc. acts as the Corporation's
Transfer Agent and Dividend Disbursing Agent. National Financial Data Services,
Inc. is a joint venture of State Street Bank & Trust Company of Boston,
Massachusetts, and DST Systems, Inc. of Kansas City, Missouri.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, whose address is 2400 Eleven Penn Center,
Philadelphia, Pennsylvania 19103, has been retained to serve as the
Corporation's independent accountants. The
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<PAGE> 218
independent accountants are responsible for auditing the annual financial
statements of the Funds.
FINANCIAL STATEMENTS
The Fund's Semi-Annual Report dated June 30, 1998, which was filed with the
Securities & Exchange Commission on August 27, 1998 (accession number
0001047469-98-032945), and the Fund's Annual Report dated December 31, 1998,
which was filed with the Securities & Exchange Commission on March 2, 1999
(accession number 0001047469-99-008061), are hereby incorporated by reference
into this Statement of Additional Information.
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<PAGE> 219
APPENDIX A
RATINGS OF CORPORATE DEBT SECURITIES
MOODY'S INVESTORS SERVICE, INC. (1)
Aaa Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt edge."
Aa Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high grade bonds.
A Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations.
Baa Bonds rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Ba Bonds rated Ba are judged to have speculative elements: their future
cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterize bonds in this case.
B Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments of or
maintenance of other terms of the contract over any long period of time
may be small.
Caa Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or
interest.
Ca Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.
---------------------
(1) Moody's applies numerical modifiers, 1, 2 and 3 in generic rating
classification from Aa through B in its corporate bond rating
system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that
the issue ranks in the lower end of its generic rating category.
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<PAGE> 220
STANDARD & POOR'S CORPORATION (2)
AAA Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest-rated issues only in a small
degree.
A Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds
in higher-rated categories.
BBB Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for bonds
in higher-rated categories.
BB, Bonds rated BB, B, CCC, and CC are regarded, on balance, as
predominately B, speculative with respect to the issuer's capacity to
pay interest and repay principal in
CCC, accordance with the terms of the obligation. BB indicates the lowest
degree of
CC speculation and CC the highest degree of speculation. While such bonds
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse
conditions.
----------------------
(2) Plus (+) or Minus (-): The ratings from AA to BB may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
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APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES
Municipal Securities are notes and bonds issued by or on behalf of
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities,
the interest on which is exempt from federal income taxes and, in certain
instances, applicable state or local income taxes. These securities are
traded primarily in the over-the-counter market.
Municipal Securities are issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets, water and sewer works and gas and electric
utilities. Municipal Securities may also be issued in connection with the
refunding of outstanding Municipal Securities obligations, obtaining funds
to lend to other public institutions and for general operating expenses.
Industrial Development Bonds ("IDBs") are issued by or on behalf of public
authorities to obtain funds to provide privately operated facilities for
business and manufacturing, housing, sports, pollution control, and for
airport, mass transit, port and parking facilities and are considered
tax-exempt bonds if the interest thereon is exempt from federal income
taxes.
The two principal classifications of tax-exempt bonds are "general
obligation" and "revenue." General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from the
revenues derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other specific
revenue source. Although IDBs are issued by municipal authorities, they are
generally secured only by the revenues derived from payment of the
industrial user. The payment of principal and interest on IDBs is dependent
solely upon the ability of the user of the facilities financed by the bonds
to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment.
Tax-exempt notes are of short maturity, generally less than three
years. They include such securities as Project Notes, Tax Anticipation
Notes, Revenue Anticipation Notes, Bond Anticipation Notes and Construction
Loan Notes. Tax-exempt commercial paper consists of short-term obligations
generally having a maturity of less than nine months.
New issues of Municipal Securities are normally offered on a
when-issued basis, which means that delivery and payment for these
securities normally takes place 15 to 45 days after the date of commitment
to purchase.
Yields of Municipal Securities depend upon a number of factors,
including economic, money and capital market conditions, the volume of
Municipal Securities available, conditions within the Municipal Securities
market, and the maturity, rating and size of individual offerings.
69
<PAGE> 222
Changes in market values of Municipal Securities may vary inversely in
relation to changes in interest rates. The magnitude of changes in market
values in response to changes in market rates of interest typically varies
in proportion to the quality and maturity of obligations. In general, among
Municipal Securities of comparable quality, the longer the maturity, the
higher the yield, and the greater potential for price fluctuations.
FLOATING RATE AND VARIABLE RATE SECURITIES
The Tax-Exempt Income Fund may invest in floating rate and variable
rate tax-exempt securities. These securities are normally IDBs or revenue
bonds that provide that the rate of interest is set as a specific percentage
of a designated base rate, such as rates of treasury bills or bonds or the
prime rate at a major commercial bank and provide that the holders of the
securities can demand payment of the obligation on short notice at par plus
accrued interest, which amount may be more or less than the amount initially
paid for the bonds. Floating rate securities have an interest rate which
changes whenever there is a change in the designated base interest rate,
while variable rate securities provide for a specific periodic adjustment in
the interest rate. Frequently such securities are secured by letters of
credit or other credit support arrangements provided by banks. The quality
of the underlying credit or of the bank, as the case may be, must be
equivalent to the long-term bond or commercial paper rating stated above.
70
<PAGE> 223
PART C
OTHER INFORMATION
Item 23. Exhibits.
(a) (i) Registrant's Charter [Articles of Incorporation]:
Incorporated herein by reference to Post-Effective Amendment
No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 2-28097) filed on April 28, 1994.
(ii) Amendment to Charter [Articles of Incorporation]
dated April 26, 1995: Incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (File No. 2-28097) filed on April 26,
1995.
(b) (i) By-Laws: Incorporated herein by reference to
Post-Effective Amendment No. 39 to Registrant's Registration
Statement on Form N-1A (File No. 2-28097) filed on April 28,
1994.
(ii) Amendment to By-Laws, dated November 17, 1994:
Incorporated herein by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(File No. 2-28097) filed on April 26, 1995.
(c) Specimen share certificate: Incorporated herein by reference
to Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (File No. 2-28097) filed
on November 27, 1987.
(d) (i) Investment Adviser's Agreement between Registrant and
Enterprise Capital Management, Inc. ("Enterprise
Capital"), filed as Exhibit (d)(i) to Post-Effective
Amendment No. 53, dated April 30, 1999, to
Registration Statement on Form N-1A (Reg. No.
2-28097), is incorporated.
(ii) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Montag &
Caldwell, Inc., as sub-adviser, filed as Exhibit
(d)(ii) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(iii) Fund Manager's Agreement Between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Retirement
System Investors Inc., as sub-adviser, filed as
Exhibit (d)(iii) to Post-Effective Amendment No. 53,
dated April 30, 1999, to Registration Statement on
Form N-1A (Reg. No. 2-28097), is incorporated.
(iv) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and OpCap
Advisors, as sub-adviser, filed as Exhibit (d)(iv) to
Post-Effective Amendment No. 53, dated April 30,
1999, to Registration Statement on Form N-1A (Reg.
No. 2-28097), is incorporated.
(v) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and 1740
Advisers, Inc., as sub-adviser, filed as Exhibit
(d)(v) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(vi) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Provident
Investment Counsel, Inc., as sub-adviser, filed as
Exhibit (d)(vi) to Post-Effective Amendment No. 53,
dated April 30, 1999, to Registration Statement on
Form N-1A (Reg. No. 2-28097), is incorporated.
(vii) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and William D.
Witter, Inc., as sub-adviser, filed as Exhibit
(d)(vii) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(viii) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and GAMCO
Investors, Inc., as sub-adviser, filed as Exhibit
(d)(viii) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(ix) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Vontobel USA
Inc., as sub-adviser, filed as Exhibit (d)(ix) to
Post-Effective Amendment No. 53, dated April 30,
1999, to Registration Statement on Form N-1A (Reg.
No. 2-28097), is incorporated.
(x) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Sanford C.
Bernstein & Co., Inc., as sub-adviser, filed as
Exhibit (d)(x) to Post-Effective Amendment No. 53,
dated April 30, 1999, to Registration Statement on
Form N-1A (Reg. No. 2-28097), is incorporated.
(xi) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and TCW Funds
Management, Inc., as sub-adviser, filed as Exhibit
(d)(xi) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(xii) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and
Caywood-Scholl Capital Management, as sub-adviser,
filed as Exhibit (d)(xii) to Post-Effective Amendment
No. 53, dated April 30, 1999, to Registration
Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.
(xiii) Fund Manager's Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and MBIA Capital
Management Corp., as sub-adviser, filed as Exhibit
(d)(xiii) to Post-Effective Amendment No. 53, dated
April 30, 1999, to Registration Statement on Form
N-1A (Reg. No. 2-28097), is incorporated.
(e) (i) General Distributor's Agreement: Incorporated herein
by reference to Post-Effective Amendment No. 39 to
Registrant's Registration Statement on Form N-1A
(File No. 2-28097) filed on April 28, 1994.
(ii) Addendum to Distributor's Agreement: Incorporated
herein by reference to Post-Effective Amendment No.
43 to Registrant's Registration Statement on Form
N-1A (File No. 2-28097) filed on April 26, 1995.
(iii) Prototype Soliciting Broker/Dealer Agreement, filed
as Exhibit (e)(iii) to Post-Effective Amendment No.
53, dated April 30, 1999, to Registration Statement
on Form N-1A (Reg. No. 2-28097), is incorporated.
(f) Not applicable.
<PAGE> 224
(g) Form of Custodian Contract: Incorporated herein by reference
to Post-Effective Amendment No. 39 to Registrant's
Registration Statement on Form N-1A (File No. 2-28097) filed
on April 28, 1994.
(h) Not applicable.
(i) Opinion and Consent of Counsel, filed as Exhibit (i) to Post-
Effective Amendment No. 53, dated April 30, 1999, to
Registration Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.
(j) Consent of PricewaterhouseCoopers LLP filed as Exhibit (j) to
Post-Effective Amendment No. 53, dated April 30, 1999, to
Registration Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.
(k) Not applicable.
(l) Not applicable.
(m) Amended and Restated Plan of Distribution Pursuant to Rule
12b-1 for Class A, B and C shares. Incorporated herein by
reference to Exhibit 6(i) to Post-Effective Amendment No. 48
to Registrant's Registration Statement on Form N-1A (File No.
2-28097) filed on March 2, 1998.
(n) Financial Data Schedules, filed as Exhibit (n) to
Post-Effective Amendment No. 53, dated April 30, 1999, to
Registration Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.
(o) (i) 18f-3 Plan is filed as Exhibit (o)(i) to Post-Effective
Amendment No. 53, dated April 30, 1999, to Registration
Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.
(ii) Powers of Attorney are filed as Exhibit (o)(ii) to
Post-Effective Amendment No. 53, dated April 30, 1999,
to Registration Statement on Form N-1A (Reg. No.
2-28097), is incorporated.
Item 24. Persons Controlled By or Under Common Control with Registrant.
There are no persons controlled by or under common control with
Registrant.
Item 25. Indemnification.
Reference is made to the provisions of Article Six of Registrant's
Articles of Incorporation which is incorporated herein by reference to
Post-Effective Amendment No. 39 to the Registration Statement on Form
N-1A (File No. 2-28097) filed on April 26, 1995.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provision or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of Registrant of expenses
incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person, Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such
<PAGE> 225
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
Item 26. Business and Other Connections of the Investment Adviser.
See "Management of The Fund" in the Prospectus and "Investment Advisory
and Other Services" in the Statement of Additional Information for
information regarding the business and other connections of the
Investment Adviser
For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and directors of
Enterprise Capital Management, Inc. reference is made to Part B of
Post-Effective Amendment to the Registrant's Registration Statement and
to the registration of Form ADV (File No. 801-27181) of Enterprise
Capital Management, Inc. filed under the Investment Adviser Act of
1940, which is incorporated herein by reference.
Montag & Caldwell, Inc., Retirement System Investors Inc., OpCap
Advisors, 1740 Advisers, Inc., Provident Investment Counsel, Inc.,
William D. Witter, Inc., GAMCO Investors, Inc., Vontobel USA Inc.,
Sanford C. Bernstein & Co., Inc., TCW Funds Management, Inc.,
Caywood-Scholl Capital Management, and MBIA Capital Management Corp.;
the Fund Managers of certain of the Funds of the Registrant, are
primarily engaged in the business of rendering investment advisory
services. Reference is made to the recent Form ADV and schedules
thereto on file with the Commission for a description of the names and
employment of the directors and officers of the following Fund
Managers, and other required information:
<TABLE>
<CAPTION>
File No.
--------
<S> <C>
Montag & Caldwell, Inc. 801-15398
Retirement System Investors Inc. 801-36893
OpCap Advisors 801-27180
1740 Advisers, Inc. 801-08176
Provident Investment Counsel, Inc. 801-30020
William D. Witter, Inc. 801-12695
GAMCO Investors, Inc. 801-14132
Vontobel USA Inc. 801-34910
Sanford C. Bernstein & Co., Inc. 801-10488
TCW Funds Management, Inc. 801-29075
Caywood-Scholl Capital Management 801-26996
MBIA Capital Management Corp. 801-46649
</TABLE>
Item 27. Principal Underwriters.
(a) Enterprise Fund Distributors, Inc. is the principal
underwriter of the Funds' shares.
(b) The information contained in the registration on Form BD of
Enterprise Fund
<PAGE> 226
Distributor's Inc. (File No. 8-8-815577), filed under the
Securities Exchange Act of 1934, is incorporated herein by
reference.
(c) Inapplicable.
Item 28. Location and Accounts and Records.
<TABLE>
<CAPTION>
Entity Function Address
- ------ -------- -------
<S> <C> <C>
The Enterprise Group of Registrant Atlanta Financial Center
Funds, Inc. 3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326
Enterprise Capital Investment Adviser Same as above.
Management, Inc.
Enterprise Fund Distributors, Distributor Same as above.
Inc.
State Street Bank and Trust Custodian One Heritage Drive
Company The Joseph Palmer
Building
North Quincy, MA 02171
National Financial Data Transfer Agent and 330 W. 9th Street
Services, Inc. Dividend Disbursing Agent Kansas City, MO 64105
</TABLE>
The records of the Fund Managers are kept at the following locations:
<TABLE>
<S> <C>
Growth Fund Montag & Caldwell, Inc.
1100 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, GA 30326
Growth & Income Fund Retirement Systems Investors Inc.
317 Madison Avenue
New York, NY 10017
Equity Fund OpCap Advisors
One World Financial Center
New York, NY 10281
Equity Income Fund 1740 Advisers, Inc.
1740 Broadway
New York, NY 10019
Capital Appreciation Fund Provident Investment Counsel, Inc.
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>
<PAGE> 227
<TABLE>
<S> <C>
Small Company Growth Fund William D. Witter, Inc.
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Small Company Value Fund GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
International Growth Fund Vontobel USA Inc.
450 Park Avenue
New York, New York 10022
Global Financial Services Fund Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185
Government Securities Fund TCW Funds Management, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
High-Yield Bond Fund Caywood-Scholl Capital Management
4350 Executive Drive, Suite 125
San Diego, CA 92121
Tax-Exempt Income Fund MBIA Capital Management Corp.
113 King Street
Armonk, NY 10504
Managed Fund OpCap Advisors
One World Financial Center
New York, NY 10281
Money Market Fund Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.,
Suite 450
Atlanta, GA 30326
</TABLE>
Item 29. Management Services.
Inapplicable.
Item 30. Undertakings.
Inapplicable.
<PAGE> 228
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 30th day of April 1999.
THE ENTERPRISE GROUP OF FUNDS,
INC.
By: /s/ Victor Ugolyn
----------------------------
Victor Ugolyn
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of the Registrant has
been signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<S> <C> <C>
/s/ Victor Ugolyn
- --------------------------------- Chairman, President and Chief April 30, 1999
Victor Ugolyn Executive Officer
/s/ Phillip G. Goff
- --------------------------------- Principal Financial and Accounting April 30, 1999
Phillip G. Goff Officer
*
- ---------------------------------
Arthur T. Dietz Director April 30, 1999
*
- ---------------------------------
Samuel J. Foti Director April 30, 1999
*
- ---------------------------------
Arthur Howell Director April 30, 1999
*
- ---------------------------------
Lonnie Hope Director April 30, 1999
*
- ---------------------------------
William A. Mitchell, Jr. Director April 30, 1999
*
- ---------------------------------
Michael I. Roth Director April 30, 1999
By: /s/ Catherine R. McClellan
------------------------------
(Attorney-in-Fact)
</TABLE>
<PAGE> 229
[EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number -----------
------
<S> <C>
(d) Investment Advisory and Management Agreement
(e)(i) Distribution Agreement
(i) Opinion and Consent of Counsel
(j) Consent of Independent Accountants
(m)(i) Distribution Plans pursuant to Rule 12b-1 (Class A shares).
(m)(ii) Distribution Plans pursuant to Rule 12b-1 (Class B shares).
(m)(iii) Distribution Plan pursuant to Rule 12b-1 (Class II shares).
(n) Financial Data Schedules]
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 011
<NAME> GROWTH FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,059,888,859
<INVESTMENTS-AT-VALUE> 1,469,030,081
<RECEIVABLES> 11,221,446
<ASSETS-OTHER> 45,637
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,480,297,164
<PAYABLE-FOR-SECURITIES> 10,120,345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,303,051
<TOTAL-LIABILITIES> 12,423,396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,081,589,933
<SHARES-COMMON-STOCK> 70,144,479
<SHARES-COMMON-PRIOR> 39,309,946
<ACCUMULATED-NII-CURRENT> (7,753,555)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,103,832)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 409,141,222
<NET-ASSETS> 827,567,226
<DIVIDEND-INCOME> 7,117,485
<INTEREST-INCOME> 2,222,178
<OTHER-INCOME> 0
<EXPENSES-NET> 17,076,997
<NET-INVESTMENT-INCOME> (7,737,334)
<REALIZED-GAINS-CURRENT> 48,382,838
<APPREC-INCREASE-CURRENT> 242,454,975
<NET-CHANGE-FROM-OPS> 283,100,479
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,221)
<DISTRIBUTIONS-OF-GAINS> (68,353,763)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 835,485,320
<NUMBER-OF-SHARES-REDEEMED> (309,978,284)
<SHARES-REINVESTED> 65,227,289
<NET-CHANGE-IN-ASSETS> 805,464,820
<ACCUMULATED-NII-PRIOR> (2,912,665)
<ACCUMULATED-GAINS-PRIOR> 4,867,093
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,776,795
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,076,997
<AVERAGE-NET-ASSETS> 619,677,741
<PER-SHARE-NAV-BEGIN> 16.91
<PER-SHARE-NII> (.11)
<PER-SHARE-GAIN-APPREC> 5.31
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.04
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.07
<EXPENSE-RATIO> 1.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 012
<NAME> GROWTH FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,059,888,859
<INVESTMENTS-AT-VALUE> 1,469,030,181
<RECEIVABLES> 11,221,446
<ASSETS-OTHER> 45,637
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,480,297,164
<PAYABLE-FOR-SECURITIES> 10,120,345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,303,051
<TOTAL-LIABILITIES> 12,423,396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,081,589,933
<SHARES-COMMON-STOCK> 70,144,479
<SHARES-COMMON-PRIOR> 39,309,946
<ACCUMULATED-NII-CURRENT> (7,753,555)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,103,832)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 409,141,222
<NET-ASSETS> 446,472,930
<DIVIDEND-INCOME> 7,117,485
<INTEREST-INCOME> 2,222,178
<OTHER-INCOME> 0
<EXPENSES-NET> 17,076,997
<NET-INVESTMENT-INCOME> (7,737,334)
<REALIZED-GAINS-CURRENT> 48,382,838
<APPREC-INCREASE-CURRENT> 242,454,975
<NET-CHANGE-FROM-OPS> 283,100,479
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,221)
<DISTRIBUTIONS-OF-GAINS> (68,353,763)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 835,485,320
<NUMBER-OF-SHARES-REDEEMED> (309,978,284)
<SHARES-REINVESTED> 65,227,289
<NET-CHANGE-IN-ASSETS> 805,464,820
<ACCUMULATED-NII-PRIOR> (2,912,665)
<ACCUMULATED-GAINS-PRIOR> 4,867,093
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,776,795
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,076,997
<AVERAGE-NET-ASSETS> 286,502,496
<PER-SHARE-NAV-BEGIN> 16.66
<PER-SHARE-NII> (.21)
<PER-SHARE-GAIN-APPREC> 5.21
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.04
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.62
<EXPENSE-RATIO> 2.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 013
<NAME> GROWTH FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,059,888,859
<INVESTMENTS-AT-VALUE> 1,469,030,081
<RECEIVABLES> 11,221,446
<ASSETS-OTHER> 45,637
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,480,297,164
<PAYABLE-FOR-SECURITIES> 10,120,345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,303,051
<TOTAL-LIABILITIES> 12,423,396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,081,589,933
<SHARES-COMMON-STOCK> 70,144,479
<SHARES-COMMON-PRIOR> 39,309,946
<ACCUMULATED-NII-CURRENT> (7,753,555)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,103,832)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 409,141,222
<NET-ASSETS> 133,194,151
<DIVIDEND-INCOME> 7,117,485
<INTEREST-INCOME> 2,222,178
<OTHER-INCOME> 0
<EXPENSES-NET> 17,076,997
<NET-INVESTMENT-INCOME> (7,737,334)
<REALIZED-GAINS-CURRENT> 48,382,838
<APPREC-INCREASE-CURRENT> 242,454,975
<NET-CHANGE-FROM-OPS> 283,100,479
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,221)
<DISTRIBUTIONS-OF-GAINS> (68,353,763)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 835,485,320
<NUMBER-OF-SHARES-REDEEMED> (309,978,284)
<SHARES-REINVESTED> 65,227,289
<NET-CHANGE-IN-ASSETS> 805,464,820
<ACCUMULATED-NII-PRIOR> (2,912,665)
<ACCUMULATED-GAINS-PRIOR> 4,867,093
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,776,795
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,076,997
<AVERAGE-NET-ASSETS> 72,916,138
<PER-SHARE-NAV-BEGIN> 16.85
<PER-SHARE-NII> (.21)
<PER-SHARE-GAIN-APPREC> 5.27
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.04
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.87
<EXPENSE-RATIO> 2.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 014
<NAME> GROWTH FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,059,888,859
<INVESTMENTS-AT-VALUE> 1,469,030,081
<RECEIVABLES> 11,221,446
<ASSETS-OTHER> 45,637
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,480,297,164
<PAYABLE-FOR-SECURITIES> 10,120,345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,303,051
<TOTAL-LIABILITIES> 12,423,396
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,081,589,933
<SHARES-COMMON-STOCK> 70,144,479
<SHARES-COMMON-PRIOR> 39,309,946
<ACCUMULATED-NII-CURRENT> (7,753,555)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,103,832)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 409,141,222
<NET-ASSETS> 60,639,461
<DIVIDEND-INCOME> 7,117,485
<INTEREST-INCOME> 2,222,178
<OTHER-INCOME> 0
<EXPENSES-NET> 17,076,997
<NET-INVESTMENT-INCOME> (7,737,334)
<REALIZED-GAINS-CURRENT> 48,382,838
<APPREC-INCREASE-CURRENT> 242,454,975
<NET-CHANGE-FROM-OPS> 283,100,479
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,221)
<DISTRIBUTIONS-OF-GAINS> (68,353,763)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 835,485,320
<NUMBER-OF-SHARES-REDEEMED> (309,978,284)
<SHARES-REINVESTED> 65,227,289
<NET-CHANGE-IN-ASSETS> 805,464,820
<ACCUMULATED-NII-PRIOR> (2,912,665)
<ACCUMULATED-GAINS-PRIOR> 4,867,093
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,776,795
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,076,997
<AVERAGE-NET-ASSETS> 57,809,551
<PER-SHARE-NAV-BEGIN> 17.02
<PER-SHARE-NII> (.02)
<PER-SHARE-GAIN-APPREC> 5.45
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.04
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.41
<EXPENSE-RATIO> 1.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED DECEMBER 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 021
<NAME> EQUITY INCOME FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 117,671,696
<INVESTMENTS-AT-VALUE> 152,781,588
<RECEIVABLES> 410,273
<ASSETS-OTHER> 64,531
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 153,256,392
<PAYABLE-FOR-SECURITIES> 1,977,163
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 445,919
<TOTAL-LIABILITIES> 2,423,082
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,781,365
<SHARES-COMMON-STOCK> 5,626,571
<SHARES-COMMON-PRIOR> 4,505,495
<ACCUMULATED-NII-CURRENT> 70,719
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 871,334
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,109,892
<NET-ASSETS> 111,274,606
<DIVIDEND-INCOME> 2,971,442
<INTEREST-INCOME> 909,210
<OTHER-INCOME> 0
<EXPENSES-NET> 2,229,660
<NET-INVESTMENT-INCOME> 1,650,992
<REALIZED-GAINS-CURRENT> 9,777,817
<APPREC-INCREASE-CURRENT> 2,185,780
<NET-CHANGE-FROM-OPS> 13,614,589
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,641,760)
<DISTRIBUTIONS-OF-GAINS> (10,715,318)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,580,429
<NUMBER-OF-SHARES-REDEEMED> (21,693,686)
<SHARES-REINVESTED> 11,845,336
<NET-CHANGE-IN-ASSETS> 31,989,590
<ACCUMULATED-NII-PRIOR> 73,330
<ACCUMULATED-GAINS-PRIOR> 1,796,992
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,030,099
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,331,910
<AVERAGE-NET-ASSETS> 106,334,126
<PER-SHARE-NAV-BEGIN> 26.42
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> 2.52
<PER-SHARE-DIVIDEND> .35
<PER-SHARE-DISTRIBUTIONS> 2.06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.89
<EXPENSE-RATIO> 1.5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED DECEMBER 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 022
<NAME> EQUITY INCOME FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 117,671,696
<INVESTMENTS-AT-VALUE> 152,781,588
<RECEIVABLES> 410,273
<ASSETS-OTHER> 64,531
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 153,256,392
<PAYABLE-FOR-SECURITIES> 1,977,163
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 445,919
<TOTAL-LIABILITIES> 2,423,082
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,781,365
<SHARES-COMMON-STOCK> 5,626,571
<SHARES-COMMON-PRIOR> 4,505,495
<ACCUMULATED-NII-CURRENT> 70,719
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 871,334
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,109,892
<NET-ASSETS> 33,806,809
<DIVIDEND-INCOME> 2,971,442
<INTEREST-INCOME> 909,210
<OTHER-INCOME> 0
<EXPENSES-NET> 2,229,660
<NET-INVESTMENT-INCOME> 1,650,992
<REALIZED-GAINS-CURRENT> 9,777,817
<APPREC-INCREASE-CURRENT> 2,185,780
<NET-CHANGE-FROM-OPS> 13,614,589
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,641,760)
<DISTRIBUTIONS-OF-GAINS> (10,715,318)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,580,429
<NUMBER-OF-SHARES-REDEEMED> (21,693,686)
<SHARES-REINVESTED> 11,845,336
<NET-CHANGE-IN-ASSETS> 31,989,590
<ACCUMULATED-NII-PRIOR> 73,330
<ACCUMULATED-GAINS-PRIOR> 1,796,992
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,030,099
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,331,910
<AVERAGE-NET-ASSETS> 26,976,443
<PER-SHARE-NAV-BEGIN> 26.17
<PER-SHARE-NII> .2
<PER-SHARE-GAIN-APPREC> 2.49
<PER-SHARE-DIVIDEND> .23
<PER-SHARE-DISTRIBUTIONS> 2.06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.57
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 023
<NAME> EQUITY INCOME FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 117,671,696
<INVESTMENTS-AT-VALUE> 152,781,588
<RECEIVABLES> 410,273
<ASSETS-OTHER> 64,531
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 153,256,392
<PAYABLE-FOR-SECURITIES> 1,977,163
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 445,919
<TOTAL-LIABILITIES> 2,423,082
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,781,365
<SHARES-COMMON-STOCK> 5,626,571
<SHARES-COMMON-PRIOR> 4,505,495
<ACCUMULATED-NII-CURRENT> 70,719
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 871,334
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,109,892
<NET-ASSETS> 5,639,397
<DIVIDEND-INCOME> 2,971,442
<INTEREST-INCOME> 909,210
<OTHER-INCOME> 0
<EXPENSES-NET> 2,229,660
<NET-INVESTMENT-INCOME> 1,650,992
<REALIZED-GAINS-CURRENT> 9,777,817
<APPREC-INCREASE-CURRENT> 2,185,780
<NET-CHANGE-FROM-OPS> 13,614,589
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,641,760)
<DISTRIBUTIONS-OF-GAINS> (10,715,318)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,580,429
<NUMBER-OF-SHARES-REDEEMED> (21,693,686)
<SHARES-REINVESTED> 11,845,336
<NET-CHANGE-IN-ASSETS> 31,989,590
<ACCUMULATED-NII-PRIOR> 73,330
<ACCUMULATED-GAINS-PRIOR> 1,796,992
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,030,099
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,331,910
<AVERAGE-NET-ASSETS> 3,931,109
<PER-SHARE-NAV-BEGIN> 26.31
<PER-SHARE-NII> .21
<PER-SHARE-GAIN-APPREC> 2.49
<PER-SHARE-DIVIDEND> .25
<PER-SHARE-DISTRIBUTIONS> 2.06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.7
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 024
<NAME> EQUITY INCOME FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 117,671,696
<INVESTMENTS-AT-VALUE> 152,781,588
<RECEIVABLES> 410,273
<ASSETS-OTHER> 64,531
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 153,256,392
<PAYABLE-FOR-SECURITIES> 1,977,163
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 445,919
<TOTAL-LIABILITIES> 2,423,082
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 114,781,365
<SHARES-COMMON-STOCK> 5,626,571
<SHARES-COMMON-PRIOR> 4,505,495
<ACCUMULATED-NII-CURRENT> 70,719
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 871,334
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,109,892
<NET-ASSETS> 112,498
<DIVIDEND-INCOME> 2,971,442
<INTEREST-INCOME> 909,210
<OTHER-INCOME> 0
<EXPENSES-NET> 2,229,660
<NET-INVESTMENT-INCOME> 1,650,992
<REALIZED-GAINS-CURRENT> 9,777,817
<APPREC-INCREASE-CURRENT> 2,185,780
<NET-CHANGE-FROM-OPS> 13,614,589
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,641,760)
<DISTRIBUTIONS-OF-GAINS> (10,715,318)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,580,429
<NUMBER-OF-SHARES-REDEEMED> (21,693,686)
<SHARES-REINVESTED> 11,845,336
<NET-CHANGE-IN-ASSETS> 31,989,590
<ACCUMULATED-NII-PRIOR> 73,330
<ACCUMULATED-GAINS-PRIOR> 1,796,992
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,030,099
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,331,910
<AVERAGE-NET-ASSETS> 105,105
<PER-SHARE-NAV-BEGIN> 26.25
<PER-SHARE-NII> .47
<PER-SHARE-GAIN-APPREC> 2.69
<PER-SHARE-DIVIDEND> .48
<PER-SHARE-DISTRIBUTIONS> 2.06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.87
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 031
<NAME> CAPITAL APPRECIATION FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 89,866,188
<INVESTMENTS-AT-VALUE> 150,394,712
<RECEIVABLES> 834,860
<ASSETS-OTHER> 16,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 151,245,709
<PAYABLE-FOR-SECURITIES> 3,375,613
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 358,371
<TOTAL-LIABILITIES> 3,733,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91,520,373
<SHARES-COMMON-STOCK> 3,833,540
<SHARES-COMMON-PRIOR> 3,401,415
<ACCUMULATED-NII-CURRENT> (1,342,438)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,194,734)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,528,524
<NET-ASSETS> 131,604,967
<DIVIDEND-INCOME> 329,441
<INTEREST-INCOME> 314,761
<OTHER-INCOME> 0
<EXPENSES-NET> 1,980,500
<NET-INVESTMENT-INCOME> (1,336,298)
<REALIZED-GAINS-CURRENT> 19,025,360
<APPREC-INCREASE-CURRENT> 16,876,956
<NET-CHANGE-FROM-OPS> 34,566,018
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,140)
<DISTRIBUTIONS-OF-GAINS> (22,791,907)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,314,276
<NUMBER-OF-SHARES-REDEEMED> (51,332,911)
<SHARES-REINVESTED> 22,036,844
<NET-CHANGE-IN-ASSETS> 26,786,180
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 571,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 944,606
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,980,500
<AVERAGE-NET-ASSETS> 115,073,133
<PER-SHARE-NAV-BEGIN> 35.54
<PER-SHARE-NII> (.34)
<PER-SHARE-GAIN-APPREC> 10.5
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 7.11
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 38.59
<EXPENSE-RATIO> 1.52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 032
<NAME> CAPITAL APPRECIATION FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 89,866,188
<INVESTMENTS-AT-VALUE> 150,394,712
<RECEIVABLES> 834,860
<ASSETS-OTHER> 16,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 151,245,709
<PAYABLE-FOR-SECURITIES> 3,375,613
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 358,371
<TOTAL-LIABILITIES> 3,733,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91,520,373
<SHARES-COMMON-STOCK> 3,833,540
<SHARES-COMMON-PRIOR> 3,401,415
<ACCUMULATED-NII-CURRENT> (1,342,438)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,194,734)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,528,524
<NET-ASSETS> 14,663,236
<DIVIDEND-INCOME> 329,441
<INTEREST-INCOME> 314,761
<OTHER-INCOME> 0
<EXPENSES-NET> 1,980,500
<NET-INVESTMENT-INCOME> (1,336,298)
<REALIZED-GAINS-CURRENT> 19,025,360
<APPREC-INCREASE-CURRENT> 16,876,956
<NET-CHANGE-FROM-OPS> 34,566,018
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,140)
<DISTRIBUTIONS-OF-GAINS> (22,791,907)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,314,276
<NUMBER-OF-SHARES-REDEEMED> (51,332,911)
<SHARES-REINVESTED> 22,036,844
<NET-CHANGE-IN-ASSETS> 26,786,180
<ACCUMULATED-NII-PRIOR> (1,308,307)
<ACCUMULATED-GAINS-PRIOR> 571,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 944,606
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,980,500
<AVERAGE-NET-ASSETS> 10,325,889
<PER-SHARE-NAV-BEGIN> 34.89
<PER-SHARE-NII> (.42)
<PER-SHARE-GAIN-APPREC> 10.14
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 7.11
<RETURNS-OF-CAPITAL> 37.50
<PER-SHARE-NAV-END> 2.08
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 033
<NAME> CAPITAL APPRECIATION FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 89,866,188
<INVESTMENTS-AT-VALUE> 150,394,712
<RECEIVABLES> 834,860
<ASSETS-OTHER> 16,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 151,245,709
<PAYABLE-FOR-SECURITIES> 3,375,613
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 358,371
<TOTAL-LIABILITIES> 3,733,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91,520,373
<SHARES-COMMON-STOCK> 3,833,540
<SHARES-COMMON-PRIOR> 3,401,415
<ACCUMULATED-NII-CURRENT> (1,342,438)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,194,734)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,528,524
<NET-ASSETS> 1,039,961
<DIVIDEND-INCOME> 329,441
<INTEREST-INCOME> 314,761
<OTHER-INCOME> 0
<EXPENSES-NET> 1,980,500
<NET-INVESTMENT-INCOME> (1,336,298)
<REALIZED-GAINS-CURRENT> 19,025,360
<APPREC-INCREASE-CURRENT> 16,876,956
<NET-CHANGE-FROM-OPS> 34,566,018
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,140)
<DISTRIBUTIONS-OF-GAINS> (22,791,907)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,314,276
<NUMBER-OF-SHARES-REDEEMED> (51,332,911)
<SHARES-REINVESTED> 22,036,844
<NET-CHANGE-IN-ASSETS> 26,786,180
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 571,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 944,606
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,980,500
<AVERAGE-NET-ASSETS> 439,208
<PER-SHARE-NAV-BEGIN> 35.43
<PER-SHARE-NII> (.25)
<PER-SHARE-GAIN-APPREC> 10.18
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 7.11
<RETURNS-OF-CAPITAL> 38.25
<PER-SHARE-NAV-END> 2.11
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 034
<NAME> CAPITAL APPRECIATION FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 89,866,188
<INVESTMENTS-AT-VALUE> 150,394,712
<RECEIVABLES> 834,860
<ASSETS-OTHER> 16,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 151,245,709
<PAYABLE-FOR-SECURITIES> 3,375,613
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 358,371
<TOTAL-LIABILITIES> 3,733,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 91,520,373
<SHARES-COMMON-STOCK> 3,833,540
<SHARES-COMMON-PRIOR> 3,401,415
<ACCUMULATED-NII-CURRENT> (1,342,438)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,194,734)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,528,524
<NET-ASSETS> 203,561
<DIVIDEND-INCOME> 329,441
<INTEREST-INCOME> 314,761
<OTHER-INCOME> 0
<EXPENSES-NET> 1,980,500
<NET-INVESTMENT-INCOME> (1,336,298)
<REALIZED-GAINS-CURRENT> 19,025,360
<APPREC-INCREASE-CURRENT> 16,876,956
<NET-CHANGE-FROM-OPS> 34,566,018
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,140)
<DISTRIBUTIONS-OF-GAINS> (22,791,907)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44,314,276
<NUMBER-OF-SHARES-REDEEMED> (51,332,911)
<SHARES-REINVESTED> 22,036,844
<NET-CHANGE-IN-ASSETS> 26,786,180
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 571,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 944,606
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,980,500
<AVERAGE-NET-ASSETS> 186,327
<PER-SHARE-NAV-BEGIN> 40.71
<PER-SHARE-NII> (.12)
<PER-SHARE-GAIN-APPREC> 5.31
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 7.11
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 38.79
<EXPENSE-RATIO> .67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 041
<NAME> INTERNATIONAL GROWTH FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 63,318,780
<INVESTMENTS-AT-VALUE> 73,022,458
<RECEIVABLES> 417,338
<ASSETS-OTHER> 14,904
<OTHER-ITEMS-ASSETS> 1,300,794
<TOTAL-ASSETS> 74,755,494
<PAYABLE-FOR-SECURITIES> 224,359
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,493
<TOTAL-LIABILITIES> 412,842
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,196,652
<SHARES-COMMON-STOCK> 3,949,136
<SHARES-COMMON-PRIOR> 3,596,486
<ACCUMULATED-NII-CURRENT> 10,776
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 372,761
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,762,463
<NET-ASSETS> 41,458,039
<DIVIDEND-INCOME> 1,391,932
<INTEREST-INCOME> 157,479
<OTHER-INCOME> 0
<EXPENSES-NET> 1,379,846
<NET-INVESTMENT-INCOME> 169,565
<REALIZED-GAINS-CURRENT> 1,530,125
<APPREC-INCREASE-CURRENT> 6,756,237
<NET-CHANGE-FROM-OPS> 8,455,927
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (204,262)
<DISTRIBUTIONS-OF-GAINS> (578,365)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,571,579
<NUMBER-OF-SHARES-REDEEMED> (27,660,469)
<SHARES-REINVESTED> 762,049
<NET-CHANGE-IN-ASSETS> 14,346,459
<ACCUMULATED-NII-PRIOR> 45,473
<ACCUMULATED-GAINS-PRIOR> 11,559,076
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 574,799
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,453,141
<AVERAGE-NET-ASSETS> 40,289,849
<PER-SHARE-NAV-BEGIN> 16.71
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 2.32
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .15
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.89
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 042
<NAME> INTERNATIONAL GROWTH FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 63,318,780
<INVESTMENTS-AT-VALUE> 73,022,458
<RECEIVABLES> 417,338
<ASSETS-OTHER> 14,904
<OTHER-ITEMS-ASSETS> 1,300,794
<TOTAL-ASSETS> 74,755,494
<PAYABLE-FOR-SECURITIES> 224,359
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,493
<TOTAL-LIABILITIES> 412,842
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,196,652
<SHARES-COMMON-STOCK> 3,949,136
<SHARES-COMMON-PRIOR> 3,596,486
<ACCUMULATED-NII-CURRENT> 10,776
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 372,761
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,762,463
<NET-ASSETS> 16,007,394
<DIVIDEND-INCOME> 1,391,932
<INTEREST-INCOME> 157,479
<OTHER-INCOME> 0
<EXPENSES-NET> 1,379,846
<NET-INVESTMENT-INCOME> 169,565
<REALIZED-GAINS-CURRENT> 1,530,125
<APPREC-INCREASE-CURRENT> 6,756,237
<NET-CHANGE-FROM-OPS> 8,455,927
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (204,262)
<DISTRIBUTIONS-OF-GAINS> (578,365)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,571,579
<NUMBER-OF-SHARES-REDEEMED> 27,660,469
<SHARES-REINVESTED> 762,049
<NET-CHANGE-IN-ASSETS> 14,346,459
<ACCUMULATED-NII-PRIOR> 45,473
<ACCUMULATED-GAINS-PRIOR> 11,559,076
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 574,799
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,453,141
<AVERAGE-NET-ASSETS> 12,899,097
<PER-SHARE-NAV-BEGIN> 16.53
<PER-SHARE-NII> (0.04)
<PER-SHARE-GAIN-APPREC> 2.28
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .15
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.62
<EXPENSE-RATIO> 2.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 043
<NAME> INTERNATIONAL GROWTH FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 63,318,780
<INVESTMENTS-AT-VALUE> 73,022,458
<RECEIVABLES> 417,338
<ASSETS-OTHER> 14,904
<OTHER-ITEMS-ASSETS> 1,300,794
<TOTAL-ASSETS> 74,755,494
<PAYABLE-FOR-SECURITIES> 224,359
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,493
<TOTAL-LIABILITIES> 812,842
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,196,652
<SHARES-COMMON-STOCK> 3,949,136
<SHARES-COMMON-PRIOR> 3,596,486
<ACCUMULATED-NII-CURRENT> 10,776
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 372,761
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,762,463
<NET-ASSETS> 3,498,291
<DIVIDEND-INCOME> 1,391,932
<INTEREST-INCOME> 157,479
<OTHER-INCOME> 0
<EXPENSES-NET> 1,379,846
<NET-INVESTMENT-INCOME> 169,565
<REALIZED-GAINS-CURRENT> 1,530,125
<APPREC-INCREASE-CURRENT> 6,756,237
<NET-CHANGE-FROM-OPS> 8,455,927
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (204,262)
<DISTRIBUTIONS-OF-GAINS> (578,365)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,571,579
<NUMBER-OF-SHARES-REDEEMED> 27,660,469
<SHARES-REINVESTED> 762,049
<NET-CHANGE-IN-ASSETS> 14,346,459
<ACCUMULATED-NII-PRIOR> 45,473
<ACCUMULATED-GAINS-PRIOR> 11,559,076
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 574,799
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,453,141
<AVERAGE-NET-ASSETS> 2,138,771
<PER-SHARE-NAV-BEGIN> 16.66
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> 2.31
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .15
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.77
<EXPENSE-RATIO> 2.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 044
<NAME> INTERNATIONAL GROWTH FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 63,318,780
<INVESTMENTS-AT-VALUE> 73,022,458
<RECEIVABLES> 417,338
<ASSETS-OTHER> 14,904
<OTHER-ITEMS-ASSETS> 1,300,794
<TOTAL-ASSETS> 74,755,494
<PAYABLE-FOR-SECURITIES> 224,359
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,493
<TOTAL-LIABILITIES> 412,842
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,196,652
<SHARES-COMMON-STOCK> 3,949,136
<SHARES-COMMON-PRIOR> 3,596,486
<ACCUMULATED-NII-CURRENT> 10,776
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 372,761
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,762,463
<NET-ASSETS> 13,978,928
<DIVIDEND-INCOME> 1,391,932
<INTEREST-INCOME> 157,479
<OTHER-INCOME> 0
<EXPENSES-NET> 1,379,846
<NET-INVESTMENT-INCOME> 169,565
<REALIZED-GAINS-CURRENT> 1,530,125
<APPREC-INCREASE-CURRENT> 6,756,237
<NET-CHANGE-FROM-OPS> 8,455,927
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (204,262)
<DISTRIBUTIONS-OF-GAINS> (578,365)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,571,579
<NUMBER-OF-SHARES-REDEEMED> (27,660,469)
<SHARES-REINVESTED> 762,049
<NET-CHANGE-IN-ASSETS> 14,346,459
<ACCUMULATED-NII-PRIOR> 45,473
<ACCUMULATED-GAINS-PRIOR> 11,559,076
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 574,799
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,453,141
<AVERAGE-NET-ASSETS> 12,295,652
<PER-SHARE-NAV-BEGIN> 16.71
<PER-SHARE-NII> .14
<PER-SHARE-GAIN-APPREC> 2.32
<PER-SHARE-DIVIDEND> .14
<PER-SHARE-DISTRIBUTIONS> .15
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.88
<EXPENSE-RATIO> 1.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 051
<NAME> GOVERNMENT SECURITIES FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 107,895,975
<INVESTMENTS-AT-VALUE> 108,521,364
<RECEIVABLES> 947,516
<ASSETS-OTHER> 14,437
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,483,317
<PAYABLE-FOR-SECURITIES> 122,119
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 248,640
<TOTAL-LIABILITIES> 370,759
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,479,065
<SHARES-COMMON-STOCK> 898,604
<SHARES-COMMON-PRIOR> 7,400,159
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,991,896)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 625,389
<NET-ASSETS> 71,609,403
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,734,281
<OTHER-INCOME> 0
<EXPENSES-NET> 1,346,261
<NET-INVESTMENT-INCOME> 5,388,020
<REALIZED-GAINS-CURRENT> 73,735
<APPREC-INCREASE-CURRENT> 754,081
<NET-CHANGE-FROM-OPS> 6,215,836
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,388,020)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 52,459,909
<NUMBER-OF-SHARES-REDEEMED> 37,468,491
<SHARES-REINVESTED> 4,303,350
<NET-CHANGE-IN-ASSETS> 20,122,584
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,339,330)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 585,666
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,426,566
<AVERAGE-NET-ASSETS> 69,407,746
<PER-SHARE-NAV-BEGIN> 12.03
<PER-SHARE-NII> .68
<PER-SHARE-GAIN-APPREC> .12
<PER-SHARE-DIVIDEND> .68
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.15
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 052
<NAME> GOVERNMENT SECURITIES FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 107,895,975
<INVESTMENTS-AT-VALUE> 108,521,364
<RECEIVABLES> 947,516
<ASSETS-OTHER> 14,437
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,483,317
<PAYABLE-FOR-SECURITIES> 122,119
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 248,640
<TOTAL-LIABILITIES> 370,759
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,479,065
<SHARES-COMMON-STOCK> 8,985,604
<SHARES-COMMON-PRIOR> 7,400,159
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,991,896)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 625,389
<NET-ASSETS> 27,133,777
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,734,281
<OTHER-INCOME> 0
<EXPENSES-NET> 1,346,261
<NET-INVESTMENT-INCOME> 5,388,020
<REALIZED-GAINS-CURRENT> 73,735
<APPREC-INCREASE-CURRENT> 754,081
<NET-CHANGE-FROM-OPS> 6,215,836
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,388,020)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 52,459,909
<NUMBER-OF-SHARES-REDEEMED> (37,468,491)
<SHARES-REINVESTED> 4,303,350
<NET-CHANGE-IN-ASSETS> 20,122,584
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,339,330)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 585,666
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,426,566
<AVERAGE-NET-ASSETS> 18,741,701
<PER-SHARE-NAV-BEGIN> 12.02
<PER-SHARE-NII> .61
<PER-SHARE-GAIN-APPREC> .12
<PER-SHARE-DIVIDEND> .61
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.14
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 053
<NAME> GOVERNMENT SECURITIES FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 107,895,975
<INVESTMENTS-AT-VALUE> 108,521,364
<RECEIVABLES> 947,516
<ASSETS-OTHER> 14,437
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,483,317
<PAYABLE-FOR-SECURITIES> 122,119
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 248,640
<TOTAL-LIABILITIES> 370,759
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,479,065
<SHARES-COMMON-STOCK> 898,604
<SHARES-COMMON-PRIOR> 7,400,159
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,991,896)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 625,389
<NET-ASSETS> 3,088,857
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,734,281
<OTHER-INCOME> 0
<EXPENSES-NET> 1,346,261
<NET-INVESTMENT-INCOME> 5,388,020
<REALIZED-GAINS-CURRENT> 73,735
<APPREC-INCREASE-CURRENT> 754,081
<NET-CHANGE-FROM-OPS> 6,215,836
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,388,020)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 52,459,909
<NUMBER-OF-SHARES-REDEEMED> 37,468,491
<SHARES-REINVESTED> 4,303,350
<NET-CHANGE-IN-ASSETS> 20,122,584
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,339,330)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 585,666
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,426,566
<AVERAGE-NET-ASSETS> 1,681,547
<PER-SHARE-NAV-BEGIN> 12.03
<PER-SHARE-NII> .62
<PER-SHARE-GAIN-APPREC> .11
<PER-SHARE-DIVIDEND> .62
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.14
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 054
<NAME> GOVERNMENT SECURITIES FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 107,895,975
<INVESTMENTS-AT-VALUE> 108,521,364
<RECEIVABLES> 947,516
<ASSETS-OTHER> 14,437
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,483,317
<PAYABLE-FOR-SECURITIES> 122,119
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 248,640
<TOTAL-LIABILITIES> 370,759
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,479,065
<SHARES-COMMON-STOCK> 8,985,604
<SHARES-COMMON-PRIOR> 7,400,159
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,991,896)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 625,389
<NET-ASSETS> 7,280,521
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,734,281
<OTHER-INCOME> 0
<EXPENSES-NET> 1,346,261
<NET-INVESTMENT-INCOME> 5,388,020
<REALIZED-GAINS-CURRENT> 73,735
<APPREC-INCREASE-CURRENT> 754,081
<NET-CHANGE-FROM-OPS> 6,215,836
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,388,020)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 52,459,909
<NUMBER-OF-SHARES-REDEEMED> (37,468,491)
<SHARES-REINVESTED> 4,303,350
<NET-CHANGE-IN-ASSETS> 20,122,584
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,339,330)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 585,666
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,426,566
<AVERAGE-NET-ASSETS> 7,780,085
<PER-SHARE-NAV-BEGIN> 12.02
<PER-SHARE-NII> .74
<PER-SHARE-GAIN-APPREC> .12
<PER-SHARE-DIVIDEND> .74
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.14
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 061
<NAME> HIGH YIELD BOND FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 118,552,059
<INVESTMENTS-AT-VALUE> 113,650,949
<RECEIVABLES> 2,520,395
<ASSETS-OTHER> 13,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,185,310
<PAYABLE-FOR-SECURITIES> 283,545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 345,897
<TOTAL-LIABILITIES> 629,442
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120,404,737
<SHARES-COMMON-STOCK> 10,026,927
<SHARES-COMMON-PRIOR> 7,174,705
<ACCUMULATED-NII-CURRENT> 12
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 114,533
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,901,109)
<NET-ASSETS> 72,636,908
<DIVIDEND-INCOME> 21,697
<INTEREST-INCOME> 9,513,866
<OTHER-INCOME> 0
<EXPENSES-NET> 1,522,473
<NET-INVESTMENT-INCOME> 7,868,188
<REALIZED-GAINS-CURRENT> 1,471,176
<APPREC-INCREASE-CURRENT> (7,542,908)
<NET-CHANGE-FROM-OPS> 1,796,456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,868,176)
<DISTRIBUTIONS-OF-GAINS> (1,579,749)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,011,017
<NUMBER-OF-SHARES-REDEEMED> 32,964,944
<SHARES-REINVESTED> 7,569,335
<NET-CHANGE-IN-ASSETS> 26,963,939
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 195,404
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 623,478
<INTEREST-EXPENSE> 803
<GROSS-EXPENSE> 1,669,437
<AVERAGE-NET-ASSETS> 70,691,226
<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> .94
<PER-SHARE-GAIN-APPREC> (.66)
<PER-SHARE-DIVIDEND> .94
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.53
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 062
<NAME> HIGH YIELD BOND FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 118,552,059
<INVESTMENTS-AT-VALUE> 113,650,949
<RECEIVABLES> 2,520,395
<ASSETS-OTHER> 13,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,185,310
<PAYABLE-FOR-SECURITIES> 283,545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 345,897
<TOTAL-LIABILITIES> 629,442
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120,404,737
<SHARES-COMMON-STOCK> 10,026,927
<SHARES-COMMON-PRIOR> 7,174,705
<ACCUMULATED-NII-CURRENT> 12
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 114,533
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,901,109)
<NET-ASSETS> 35,495,217
<DIVIDEND-INCOME> 21,697
<INTEREST-INCOME> 9,513,866
<OTHER-INCOME> 0
<EXPENSES-NET> 1,522,473
<NET-INVESTMENT-INCOME> 7,868,188
<REALIZED-GAINS-CURRENT> 1,471,176
<APPREC-INCREASE-CURRENT> (7,542,908)
<NET-CHANGE-FROM-OPS> 1,796,456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,868,176)
<DISTRIBUTIONS-OF-GAINS> (1,579,749)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,011,017
<NUMBER-OF-SHARES-REDEEMED> 32,964,944
<SHARES-REINVESTED> 7,569,335
<NET-CHANGE-IN-ASSETS> 26,963,939
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 195,404
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 623,478
<INTEREST-EXPENSE> 803
<GROSS-EXPENSE> 1,669,437
<AVERAGE-NET-ASSETS> 28,356,911
<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> .87
<PER-SHARE-GAIN-APPREC> (.67)
<PER-SHARE-DIVIDEND> .87
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.52
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 063
<NAME> HIGH YIELD BOND FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 118,552,059
<INVESTMENTS-AT-VALUE> 113,650,949
<RECEIVABLES> 2,520,395
<ASSETS-OTHER> 13,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,185,310
<PAYABLE-FOR-SECURITIES> 283,545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 345,897
<TOTAL-LIABILITIES> 629,442
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120,404,737
<SHARES-COMMON-STOCK> 10,026,927
<SHARES-COMMON-PRIOR> 7,174,705
<ACCUMULATED-NII-CURRENT> 12
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 114,533
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,901,109)
<NET-ASSETS> 5,391,870
<DIVIDEND-INCOME> 21,697
<INTEREST-INCOME> 9,513,866
<OTHER-INCOME> 0
<EXPENSES-NET> 1,522,473
<NET-INVESTMENT-INCOME> 7,868,188
<REALIZED-GAINS-CURRENT> 1,471,176
<APPREC-INCREASE-CURRENT> (7,542,908)
<NET-CHANGE-FROM-OPS> 1,796,456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,868,176)
<DISTRIBUTIONS-OF-GAINS> (1,579,749)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,011,017
<NUMBER-OF-SHARES-REDEEMED> 32,964,944
<SHARES-REINVESTED> 7,569,335
<NET-CHANGE-IN-ASSETS> 26,963,969
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 195,404
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 623,478
<INTEREST-EXPENSE> 803
<GROSS-EXPENSE> 1,669,437
<AVERAGE-NET-ASSETS> 3,757,458
<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> .87
<PER-SHARE-GAIN-APPREC> (.66)
<PER-SHARE-DIVIDEND> .87
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.53
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 064
<NAME> HIGH YIELD BOND FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 118,552,059
<INVESTMENTS-AT-VALUE> 113,650,949
<RECEIVABLES> 2,520,395
<ASSETS-OTHER> 13,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,185,310
<PAYABLE-FOR-SECURITIES> 283,545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 345,897
<TOTAL-LIABILITIES> 629,442
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120,404,737
<SHARES-COMMON-STOCK> 10,026,927
<SHARES-COMMON-PRIOR> 7,174,705
<ACCUMULATED-NII-CURRENT> 12
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 114,533
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,901,109)
<NET-ASSETS> 2,031,873
<DIVIDEND-INCOME> 21,697
<INTEREST-INCOME> 9,513,866
<OTHER-INCOME> 0
<EXPENSES-NET> 1,522,473
<NET-INVESTMENT-INCOME> 7,868,188
<REALIZED-GAINS-CURRENT> 1,471,176
<APPREC-INCREASE-CURRENT> (7,542,980)
<NET-CHANGE-FROM-OPS> 1,796,456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,868,176)
<DISTRIBUTIONS-OF-GAINS> (1,579,749)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,011,017
<NUMBER-OF-SHARES-REDEEMED> 32,964,944
<SHARES-REINVESTED> 7,569,335
<NET-CHANGE-IN-ASSETS> 26,963,939
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 195,404
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 623,478
<INTEREST-EXPENSE> 803
<GROSS-EXPENSE> 1,669,437
<AVERAGE-NET-ASSETS> 1,111,059
<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> .99
<PER-SHARE-GAIN-APPREC> (.68)
<PER-SHARE-DIVIDEND> .99
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.51
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 071
<NAME> TAX-EXEMPT INCOME FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 26,942,533
<INVESTMENTS-AT-VALUE> 28,382,079
<RECEIVABLES> 612,343
<ASSETS-OTHER> 78,992
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,073,414
<PAYABLE-FOR-SECURITIES> 947
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69,640
<TOTAL-LIABILITIES> 70,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,456,825
<SHARES-COMMON-STOCK> 2,095,325
<SHARES-COMMON-PRIOR> 1,918,822
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 106,456
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,439,546
<NET-ASSETS> 23,709,484
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,497,257
<OTHER-INCOME> 0
<EXPENSES-NET> 326,768
<NET-INVESTMENT-INCOME> 1,170,489
<REALIZED-GAINS-CURRENT> 746,552
<APPREC-INCREASE-CURRENT> (320,248)
<NET-CHANGE-FROM-OPS> 1,596,793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,170,487)
<DISTRIBUTIONS-OF-GAINS> (640,115)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,057,324
<NUMBER-OF-SHARES-REDEEMED> 7,060,624
<SHARES-REINVESTED> 1,457,728
<NET-CHANGE-IN-ASSETS> 2,240,619
<ACCUMULATED-NII-PRIOR> 109
<ACCUMULATED-GAINS-PRIOR> 702,104
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 138,737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 409,759
<AVERAGE-NET-ASSETS> 23,817,967
<PER-SHARE-NAV-BEGIN> 13.95
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> .60
<PER-SHARE-DISTRIBUTIONS> .31
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.84
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 072
<NAME> TAX-EXEMPT INCOME FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 26,942,533
<INVESTMENTS-AT-VALUE> 28,382,079
<RECEIVABLES> 612,343
<ASSETS-OTHER> 78,992
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,073,414
<PAYABLE-FOR-SECURITIES> 947
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69,640
<TOTAL-LIABILITIES> 70,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,456,825
<SHARES-COMMON-STOCK> 2,095,325
<SHARES-COMMON-PRIOR> 1,918,822
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 106,456
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,439,546
<NET-ASSETS> 4,450,523
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,497,257
<OTHER-INCOME> 0
<EXPENSES-NET> 326,768
<NET-INVESTMENT-INCOME> 1,170,489
<REALIZED-GAINS-CURRENT> 746,552
<APPREC-INCREASE-CURRENT> (320,248)
<NET-CHANGE-FROM-OPS> 1,596,793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,170,487)
<DISTRIBUTIONS-OF-GAINS> (640,115)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,057,324
<NUMBER-OF-SHARES-REDEEMED> 7,060,624
<SHARES-REINVESTED> 1,457,728
<NET-CHANGE-IN-ASSETS> 2,240,619
<ACCUMULATED-NII-PRIOR> 109
<ACCUMULATED-GAINS-PRIOR> 702,104
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 138,737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 409,759
<AVERAGE-NET-ASSETS> 3,473,446
<PER-SHARE-NAV-BEGIN> 13.95
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> .53
<PER-SHARE-DISTRIBUTIONS> .31
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.84
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 073
<NAME> TAX-EXEMPT INCOME FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 26,942,533
<INVESTMENTS-AT-VALUE> 28,382,079
<RECEIVABLES> 612,343
<ASSETS-OTHER> 78,992
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,073,414
<PAYABLE-FOR-SECURITIES> 947
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69,640
<TOTAL-LIABILITIES> 70,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,456,825
<SHARES-COMMON-STOCK> 2,095,325
<SHARES-COMMON-PRIOR> 1,918,822
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 106,456
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,439,546
<NET-ASSETS> 777,408
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,497,257
<OTHER-INCOME> 0
<EXPENSES-NET> 326,768
<NET-INVESTMENT-INCOME> 1,170,489
<REALIZED-GAINS-CURRENT> 746,552
<APPREC-INCREASE-CURRENT> (320,248)
<NET-CHANGE-FROM-OPS> 1,596,793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,170,487)
<DISTRIBUTIONS-OF-GAINS> (640,115)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,057,324
<NUMBER-OF-SHARES-REDEEMED> 7,060,624
<SHARES-REINVESTED> 1,457,728
<NET-CHANGE-IN-ASSETS> 2,240,619
<ACCUMULATED-NII-PRIOR> 109
<ACCUMULATED-GAINS-PRIOR> 702,104
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 138,737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 409,759
<AVERAGE-NET-ASSETS> 449,123
<PER-SHARE-NAV-BEGIN> 13.95
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> .53
<PER-SHARE-DISTRIBUTIONS> .31
<RETURNS-OF-CAPITAL> .0
<PER-SHARE-NAV-END> 13.84
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 074
<NAME> TAX-EXEMPT INCOME FUND-Y
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 26,942,533
<INVESTMENTS-AT-VALUE> 28,382,079
<RECEIVABLES> 612,343
<ASSETS-OTHER> 78,992
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,073,414
<PAYABLE-FOR-SECURITIES> 947
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69,640
<TOTAL-LIABILITIES> 70,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,456,825
<SHARES-COMMON-STOCK> 2,095,325
<SHARES-COMMON-PRIOR> 1,918,822
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 106,456
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,395,464
<NET-ASSETS> 65,412
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,497,257
<OTHER-INCOME> 0
<EXPENSES-NET> 326,768
<NET-INVESTMENT-INCOME> 1,170,489
<REALIZED-GAINS-CURRENT> 746,552
<APPREC-INCREASE-CURRENT> (320,248)
<NET-CHANGE-FROM-OPS> 1,596,793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,170,487)
<DISTRIBUTIONS-OF-GAINS> (640,115)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,057,324
<NUMBER-OF-SHARES-REDEEMED> 7,060,624
<SHARES-REINVESTED> 1,457,728
<NET-CHANGE-IN-ASSETS> 2,240,619
<ACCUMULATED-NII-PRIOR> 109
<ACCUMULATED-GAINS-PRIOR> 702,104
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 138,737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 409,759
<AVERAGE-NET-ASSETS> 57,591
<PER-SHARE-NAV-BEGIN> 14.12
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> .03
<PER-SHARE-DIVIDEND> .07
<PER-SHARE-DISTRIBUTIONS> .31
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.84
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 081
<NAME> MONEY MARKET FUNDS-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 158,434,619
<INVESTMENTS-AT-VALUE> 158,434,619
<RECEIVABLES> 1,835,871
<ASSETS-OTHER> 452,033
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 160,722,523
<PAYABLE-FOR-SECURITIES> 1,851,056
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 141,502
<TOTAL-LIABILITIES> 1,992,557
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,729,966
<SHARES-COMMON-STOCK> 158,729,966
<SHARES-COMMON-PRIOR> 78,167,164
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 140,490,150
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,119,912
<OTHER-INCOME> (2,539)
<EXPENSES-NET> 708,301
<NET-INVESTMENT-INCOME> 5,409,072
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,409,072
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,409,072)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 464,692,063
<NUMBER-OF-SHARES-REDEEMED> 389,281,028
<SHARES-REINVESTED> 5,151,768
<NET-CHANGE-IN-ASSETS> 80,562,802
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 385,510
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 708,301
<AVERAGE-NET-ASSETS> 96,417,143
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> .64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 082
<NAME> MONEY MARKET FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 158,434,619
<INVESTMENTS-AT-VALUE> 158,434,619
<RECEIVABLES> 1,835,871
<ASSETS-OTHER> 452,033
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 160,722,523
<PAYABLE-FOR-SECURITIES> 1,851,056
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 141,502
<TOTAL-LIABILITIES> 1,992,557
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,729,966
<SHARES-COMMON-STOCK> 158,729,966
<SHARES-COMMON-PRIOR> 78,167,164
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 10,147,261
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,119,912
<OTHER-INCOME> (2,539)
<EXPENSES-NET> 708,301
<NET-INVESTMENT-INCOME> 5,409,072
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,409,072
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,409,072)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 464,692,063
<NUMBER-OF-SHARES-REDEEMED> 389,281,028
<SHARES-REINVESTED> 5,151,768
<NET-CHANGE-IN-ASSETS> 80,562,802
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 385,510
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,083,010
<AVERAGE-NET-ASSETS> 7,993,650
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> .64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 083
<NAME> MONEY MARKET FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 158,434,619
<INVESTMENTS-AT-VALUE> 158,434,619
<RECEIVABLES> 1,835,871
<ASSETS-OTHER> 452,033
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 160,722,523
<PAYABLE-FOR-SECURITIES> 1,851,056
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 141,502
<TOTAL-LIABILITIES> 1,992,557
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,729,966
<SHARES-COMMON-STOCK> 158,729,966
<SHARES-COMMON-PRIOR> 78,167,164
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,680,248
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,119,912
<OTHER-INCOME> (2,539)
<EXPENSES-NET> 708,301
<NET-INVESTMENT-INCOME> 5,409,072
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,409,072
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,409,072)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 464,692,063
<NUMBER-OF-SHARES-REDEEMED> 389,281,028
<SHARES-REINVESTED> 5,151,768
<NET-CHANGE-IN-ASSETS> 80,562,802
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 385,510
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 708,301
<AVERAGE-NET-ASSETS> 2,820,988
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> .63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTH PERIOD
ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 084
<NAME> MARKET MARKET FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 158,434,619
<INVESTMENTS-AT-VALUE> 158,434,619
<RECEIVABLES> 1,835,871
<ASSETS-OTHER> 452,033
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 160,722,523
<PAYABLE-FOR-SECURITIES> 1,851,056
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 141,502
<TOTAL-LIABILITIES> 1,992,557
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,729,666
<SHARES-COMMON-STOCK> 158,729,666
<SHARES-COMMON-PRIOR> 78,167,164
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,412,307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,119,912
<OTHER-INCOME> (2,539)
<EXPENSES-NET> 708,301
<NET-INVESTMENT-INCOME> 5,409,072
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,409,072
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,409,072)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 464,692,063
<NUMBER-OF-SHARES-REDEEMED> 389,281,028
<SHARES-REINVESTED> 5,151,768
<NET-CHANGE-IN-ASSETS> 80,562,802
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 385,510
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 708,301
<AVERAGE-NET-ASSETS> 2,913,808
<PER-SHARE-NAV-BEGIN> 1
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 091
<NAME> SMALL COMPANY VALUE FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 148,496,338
<INVESTMENTS-AT-VALUE> 156,499,386
<RECEIVABLES> 1,615,181
<ASSETS-OTHER> 17,115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 158,131,682
<PAYABLE-FOR-SECURITIES> 1,478,039
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341,676
<TOTAL-LIABILITIES> 1,819,715
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,800,744
<SHARES-COMMON-STOCK> 19,916,605
<SHARES-COMMON-PRIOR> 9,092,173
<ACCUMULATED-NII-CURRENT> (739,317)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,247,492
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,003,048
<NET-ASSETS> 79,867,579
<DIVIDEND-INCOME> 991,182
<INTEREST-INCOME> 619,541
<OTHER-INCOME> 23,526
<EXPENSES-NET> 2,366,483
<NET-INVESTMENT-INCOME> (732,234)
<REALIZED-GAINS-CURRENT> 4,934,895
<APPREC-INCREASE-CURRENT> (888,315)
<NET-CHANGE-FROM-OPS> 3,314,346
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,084)
<DISTRIBUTIONS-OF-GAINS> (4,183,063)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,474,246
<NUMBER-OF-SHARES-REDEEMED> 62,434,065
<SHARES-REINVESTED> 4,021,528
<NET-CHANGE-IN-ASSETS> 86,185,908
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 7,418,491
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 893,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,493,477
<AVERAGE-NET-ASSETS> 67,512,456
<PER-SHARE-NAV-BEGIN> 7.75
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> .42
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.92
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 092
<NAME> SMALL COMPANY VALUE FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 148,496,338
<INVESTMENTS-AT-VALUE> 156,499,386
<RECEIVABLES> 1,615,181
<ASSETS-OTHER> 17,115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 158,131,682
<PAYABLE-FOR-SECURITIES> 1,478,039
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341,676
<TOTAL-LIABILITIES> 1,819,715
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,800,744
<SHARES-COMMON-STOCK> 19,916,605
<SHARES-COMMON-PRIOR> 9,092,173
<ACCUMULATED-NII-CURRENT> (739,317)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,247,492
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,003,048
<NET-ASSETS> 61,929,341
<DIVIDEND-INCOME> 991,182
<INTEREST-INCOME> 619,541
<OTHER-INCOME> 23,526
<EXPENSES-NET> 2,366,483
<NET-INVESTMENT-INCOME> (732,234)
<REALIZED-GAINS-CURRENT> 4,934,895
<APPREC-INCREASE-CURRENT> (888,315)
<NET-CHANGE-FROM-OPS> 3,314,346
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,084)
<DISTRIBUTIONS-OF-GAINS> (4,183,063)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,474,246
<NUMBER-OF-SHARES-REDEEMED> 62,434,065
<SHARES-REINVESTED> 4,021,528
<NET-CHANGE-IN-ASSETS> 86,185,908
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 7,418,491
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 893,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,493,477
<AVERAGE-NET-ASSETS> 43,589,964
<PER-SHARE-NAV-BEGIN> 7.63
<PER-SHARE-NII> (.05)
<PER-SHARE-GAIN-APPREC> .38
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.74
<EXPENSE-RATIO> 2.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 093
<NAME> SMALL COMPANY VALUE FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 148,496,338
<INVESTMENTS-AT-VALUE> 156,499,386
<RECEIVABLES> 1,615,181
<ASSETS-OTHER> 17,115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 158,131,682
<PAYABLE-FOR-SECURITIES> 1,478,039
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341,676
<TOTAL-LIABILITIES> 1,819,715
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,800,744
<SHARES-COMMON-STOCK> 19,916,605
<SHARES-COMMON-PRIOR> 9,092,173
<ACCUMULATED-NII-CURRENT> (739,317)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,247,492
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,003,048
<NET-ASSETS> 14,238,508
<DIVIDEND-INCOME> 991,182
<INTEREST-INCOME> 619,541
<OTHER-INCOME> 23,526
<EXPENSES-NET> 2,366,483
<NET-INVESTMENT-INCOME> (732,234)
<REALIZED-GAINS-CURRENT> 4,934,895
<APPREC-INCREASE-CURRENT> (888,315)
<NET-CHANGE-FROM-OPS> 3,314,346
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,084)
<DISTRIBUTIONS-OF-GAINS> (4,183,063)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,474,246
<NUMBER-OF-SHARES-REDEEMED> 62,434,065
<SHARES-REINVESTED> 4,021,528
<NET-CHANGE-IN-ASSETS> 86,185,908
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 7,418,491
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 893,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,493,477
<AVERAGE-NET-ASSETS> 7,826,680
<PER-SHARE-NAV-BEGIN> 7.74
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> .42
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.90
<EXPENSE-RATIO> 2.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 094
<NAME> SMALL COMPANY VALUE FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 148,496,338
<INVESTMENTS-AT-VALUE> 156,499,386
<RECEIVABLES> 1,615,181
<ASSETS-OTHER> 17,115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 158,131,682
<PAYABLE-FOR-SECURITIES> 1,478,039
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341,676
<TOTAL-LIABILITIES> 1,819,715
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,800,744
<SHARES-COMMON-STOCK> 19,916,605
<SHARES-COMMON-PRIOR> 9,092,173
<ACCUMULATED-NII-CURRENT> (739,317)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,247,492
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,003,048
<NET-ASSETS> 276,539
<DIVIDEND-INCOME> 991,182
<INTEREST-INCOME> 619,541
<OTHER-INCOME> 23,526
<EXPENSES-NET> 2,366,483
<NET-INVESTMENT-INCOME> (732,234)
<REALIZED-GAINS-CURRENT> 4,934,895
<APPREC-INCREASE-CURRENT> (888,315)
<NET-CHANGE-FROM-OPS> 3,314,346
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,084)
<DISTRIBUTIONS-OF-GAINS> (4,183,063)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,474,246
<NUMBER-OF-SHARES-REDEEMED> 62,434,065
<SHARES-REINVESTED> 4,021,528
<NET-CHANGE-IN-ASSETS> 86,185,908
<ACCUMULATED-NII-PRIOR> (1)
<ACCUMULATED-GAINS-PRIOR> 7,418,491
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 893,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,493,477
<AVERAGE-NET-ASSETS> 205,672
<PER-SHARE-NAV-BEGIN> 7.81
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.06
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 101
<NAME> MANAGED FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 374,247,018
<INVESTMENTS-AT-VALUE> 436,532,876
<RECEIVABLES> 2,422,967
<ASSETS-OTHER> 32,924
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 438,988,767
<PAYABLE-FOR-SECURITIES> 883,164
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 731,985
<TOTAL-LIABILITIES> 1,615,149
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 369,924,024
<SHARES-COMMON-STOCK> 47,456,456
<SHARES-COMMON-PRIOR> 38,039,366
<ACCUMULATED-NII-CURRENT> (6,227)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,169,963
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,285,858
<NET-ASSETS> 175,083,644
<DIVIDEND-INCOME> 4,964,046
<INTEREST-INCOME> 3,569,842
<OTHER-INCOME> 0
<EXPENSES-NET> 6,613,012
<NET-INVESTMENT-INCOME> 1,920,876
<REALIZED-GAINS-CURRENT> 30,494,153
<APPREC-INCREASE-CURRENT> (10,504,129)
<NET-CHANGE-FROM-OPS> 21,910,900
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,927,102)
<DISTRIBUTIONS-OF-GAINS> (25,700,418)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 152,169,333
<NUMBER-OF-SHARES-REDEEMED> (87,218,252)
<SHARES-REINVESTED> 26,826,514
<NET-CHANGE-IN-ASSETS> 86,057,975
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 17,782,499
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,103,061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,613,012
<AVERAGE-NET-ASSETS> 174,741,744
<PER-SHARE-NAV-BEGIN> 9.25
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> .58
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.26
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 102
<NAME> MANAGED FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 374,247,018
<INVESTMENTS-AT-VALUE> 436,532,876
<RECEIVABLES> 2,422,967
<ASSETS-OTHER> 32,924
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 438,988,767
<PAYABLE-FOR-SECURITIES> 883,164
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 731,985
<TOTAL-LIABILITIES> 1,615,149
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 369,924,024
<SHARES-COMMON-STOCK> 47,456,456
<SHARES-COMMON-PRIOR> 38,039,366
<ACCUMULATED-NII-CURRENT> (6,277)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,169,963
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,285,858
<NET-ASSETS> 161,552,271
<DIVIDEND-INCOME> 4,964,046
<INTEREST-INCOME> 3,569,842
<OTHER-INCOME> 0
<EXPENSES-NET> 6,613,012
<NET-INVESTMENT-INCOME> 1,920,876
<REALIZED-GAINS-CURRENT> 30,494,153
<APPREC-INCREASE-CURRENT> (10,504,129)
<NET-CHANGE-FROM-OPS> 21,910,900
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,927,101)
<DISTRIBUTIONS-OF-GAINS> (25,700,418)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 152,169,333
<NUMBER-OF-SHARES-REDEEMED> 87,218,252
<SHARES-REINVESTED> 26,823,514
<NET-CHANGE-IN-ASSETS> 86,057,975
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 17,782,499
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,103,061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,613,012
<AVERAGE-NET-ASSETS> 141,354,302
<PER-SHARE-NAV-BEGIN> 9.19
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .57
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.17
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 103
<NAME> MANAGED FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 374,247,018
<INVESTMENTS-AT-VALUE> 436,532,876
<RECEIVABLES> 2,422,967
<ASSETS-OTHER> 32,924
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 438,988,767
<PAYABLE-FOR-SECURITIES> 883,164
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 731,985
<TOTAL-LIABILITIES> 1,615,149
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 369,924,024
<SHARES-COMMON-STOCK> 47,456,456
<SHARES-COMMON-PRIOR> 38,039,366
<ACCUMULATED-NII-CURRENT> (6,227)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,169,963
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,285,858
<NET-ASSETS> 11,653,660
<DIVIDEND-INCOME> 4,964,046
<INTEREST-INCOME> 3,569,842
<OTHER-INCOME> 0
<EXPENSES-NET> 6,613,012
<NET-INVESTMENT-INCOME> 1,920,876
<REALIZED-GAINS-CURRENT> 30,494,153
<APPREC-INCREASE-CURRENT> (10,504,129)
<NET-CHANGE-FROM-OPS> 21,910,900
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,927,101)
<DISTRIBUTIONS-OF-GAINS> (25,700,418)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 152,169,333
<NUMBER-OF-SHARES-REDEEMED> 87,218,252
<SHARES-REINVESTED> 26,823,514
<NET-CHANGE-IN-ASSETS> 86,057,975
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 17,782,499
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,103,061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,613,012
<AVERAGE-NET-ASSETS> 8,504,735
<PER-SHARE-NAV-BEGIN> 9.21
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> .49
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.09
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 104
<NAME> MANAGED FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 374,247,018
<INVESTMENTS-AT-VALUE> 436,532,876
<RECEIVABLES> 2,422,967
<ASSETS-OTHER> 32,924
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 438,988,767
<PAYABLE-FOR-SECURITIES> 883,164
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 731,985
<TOTAL-LIABILITIES> 1,615,149
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 369,924,024
<SHARES-COMMON-STOCK> 47,456,456
<SHARES-COMMON-PRIOR> 38,039,366
<ACCUMULATED-NII-CURRENT> (6,227)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,169,963
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 62,285,858
<NET-ASSETS> 89,084,043
<DIVIDEND-INCOME> 4,964,046
<INTEREST-INCOME> 3,569,842
<OTHER-INCOME> 0
<EXPENSES-NET> 6,613,012
<NET-INVESTMENT-INCOME> 1,920,876
<REALIZED-GAINS-CURRENT> 30,494,153
<APPREC-INCREASE-CURRENT> (105,041,129)
<NET-CHANGE-FROM-OPS> 21,910,900
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,927,101)
<DISTRIBUTIONS-OF-GAINS> (25,700,418)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 152,169,333
<NUMBER-OF-SHARES-REDEEMED> 87,218,252
<SHARES-REINVESTED> 26,823,514
<NET-CHANGE-IN-ASSETS> 86,057,975
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 17,782,499
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,103,061
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,613,012
<AVERAGE-NET-ASSETS> 89,109,725
<PER-SHARE-NAV-BEGIN> 9.27
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> .55
<PER-SHARE-DIVIDEND> .09
<PER-SHARE-DISTRIBUTIONS> .58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.25
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 111
<NAME> EQUITY FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 17,103,579
<INVESTMENTS-AT-VALUE> 17,956,049
<RECEIVABLES> 184,563
<ASSETS-OTHER> 43,043
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,183,655
<PAYABLE-FOR-SECURITIES> 1,037,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 113,509
<TOTAL-LIABILITIES> 1,150,989
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,099,210
<SHARES-COMMON-STOCK> 2,642,014
<SHARES-COMMON-PRIOR> 890,321
<ACCUMULATED-NII-CURRENT> (3,422)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 84,408
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 852,470
<NET-ASSETS> 6,740,895
<DIVIDEND-INCOME> 1,259,067
<INTEREST-INCOME> 1,023,762
<OTHER-INCOME> 6,592
<EXPENSES-NET> 195,757
<NET-INVESTMENT-INCOME> 325,256
<REALIZED-GAINS-CURRENT> 174,726
<APPREC-INCREASE-CURRENT> 477,834
<NET-CHANGE-FROM-OPS> 685,085
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (35,947)
<DISTRIBUTIONS-OF-GAINS> (63,404)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,144,913
<NUMBER-OF-SHARES-REDEEMED> (4,083,749)
<SHARES-REINVESTED> 87,267
<NET-CHANGE-IN-ASSETS> 11,734,165
<ACCUMULATED-NII-PRIOR> (189)
<ACCUMULATED-GAINS-PRIOR> (26,914)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77,640
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312,872
<AVERAGE-NET-ASSETS> 4,861,498
<PER-SHARE-NAV-BEGIN> 5.96
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> .53
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.47
<EXPENSE-RATIO> 1.6
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED IN
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 112
<NAME> EQUITY FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 17,103,579
<INVESTMENTS-AT-VALUE> 17,956,049
<RECEIVABLES> 184,563
<ASSETS-OTHER> 43,043
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,183,655
<PAYABLE-FOR-SECURITIES> 1,037,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 113,509
<TOTAL-LIABILITIES> 1,150,989
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,099,210
<SHARES-COMMON-STOCK> 2,642,014
<SHARES-COMMON-PRIOR> 890,321
<ACCUMULATED-NII-CURRENT> (3,422)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 84,408
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 852,470
<NET-ASSETS> 8,731,197
<DIVIDEND-INCOME> 125,906
<INTEREST-INCOME> 102,376
<OTHER-INCOME> 0
<EXPENSES-NET> 195,757
<NET-INVESTMENT-INCOME> 32,525
<REALIZED-GAINS-CURRENT> 174,726
<APPREC-INCREASE-CURRENT> 477,834
<NET-CHANGE-FROM-OPS> 685,085
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (35,947)
<DISTRIBUTIONS-OF-GAINS> (63,404)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,144,913
<NUMBER-OF-SHARES-REDEEMED> (4,083,749)
<SHARES-REINVESTED> 87,267
<NET-CHANGE-IN-ASSETS> 11,734,165
<ACCUMULATED-NII-PRIOR> (189)
<ACCUMULATED-GAINS-PRIOR> (26,914)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77,640
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312,872
<AVERAGE-NET-ASSETS> 4,665,925
<PER-SHARE-NAV-BEGIN> 5.94
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .53
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.43
<EXPENSE-RATIO> 2.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 113
<NAME> EQUITY FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 17,103,579
<INVESTMENTS-AT-VALUE> 17,956,049
<RECEIVABLES> 184,563
<ASSETS-OTHER> 43,043
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,183,655
<PAYABLE-FOR-SECURITIES> 1,037,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 113,509
<TOTAL-LIABILITIES> 1,150,989
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,099,210
<SHARES-COMMON-STOCK> 2,642,014
<SHARES-COMMON-PRIOR> 890,321
<ACCUMULATED-NII-CURRENT> (3,422)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 84,408
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 852,470
<NET-ASSETS> 1,503,982
<DIVIDEND-INCOME> 125,906
<INTEREST-INCOME> 102,376
<OTHER-INCOME> 0
<EXPENSES-NET> 195,757
<NET-INVESTMENT-INCOME> 32,525
<REALIZED-GAINS-CURRENT> 174,726
<APPREC-INCREASE-CURRENT> 477,834
<NET-CHANGE-FROM-OPS> 685,085
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (35,947)
<DISTRIBUTIONS-OF-GAINS> (63,404)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,144,913
<NUMBER-OF-SHARES-REDEEMED> (4,083,749)
<SHARES-REINVESTED> 87,267
<NET-CHANGE-IN-ASSETS> 11,734,165
<ACCUMULATED-NII-PRIOR> (189)
<ACCUMULATED-GAINS-PRIOR> (26,914)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77,640
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312,872
<AVERAGE-NET-ASSETS> 812,047
<PER-SHARE-NAV-BEGIN> 5.94
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .53
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.44
<EXPENSE-RATIO> 2.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 114
<NAME> EQUITY FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 17,103,579
<INVESTMENTS-AT-VALUE> 17,956,049
<RECEIVABLES> 184,563
<ASSETS-OTHER> 43,043
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,183,655
<PAYABLE-FOR-SECURITIES> 1,037,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 113,509
<TOTAL-LIABILITIES> 1,150,989
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,099,210
<SHARES-COMMON-STOCK> 2,642,014
<SHARES-COMMON-PRIOR> 890,321
<ACCUMULATED-NII-CURRENT> (3,422)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 84,408
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 852,470
<NET-ASSETS> 56,592
<DIVIDEND-INCOME> 125,906
<INTEREST-INCOME> 102,376
<OTHER-INCOME> 0
<EXPENSES-NET> 195,757
<NET-INVESTMENT-INCOME> 32,525
<REALIZED-GAINS-CURRENT> 174,726
<APPREC-INCREASE-CURRENT> 477,834
<NET-CHANGE-FROM-OPS> 685,085
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (35,947)
<DISTRIBUTIONS-OF-GAINS> (63,404)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,144,913
<NUMBER-OF-SHARES-REDEEMED> (4,083,749)
<SHARES-REINVESTED> 87,267
<NET-CHANGE-IN-ASSETS> 11,734,165
<ACCUMULATED-NII-PRIOR> (189)
<ACCUMULATED-GAINS-PRIOR> (26,914)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77,640
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 312,872
<AVERAGE-NET-ASSETS> 51,360
<PER-SHARE-NAV-BEGIN> 5.86
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .63
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.43
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 121
<NAME> GROWTH AND INCOME FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 49,819,337
<INVESTMENTS-AT-VALUE> 61,344,184
<RECEIVABLES> 551,526
<ASSETS-OTHER> 13,438
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61,909,148
<PAYABLE-FOR-SECURITIES> 236,461
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 153,848
<TOTAL-LIABILITIES> 390,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49,991,308
<SHARES-COMMON-STOCK> 2,121,410
<SHARES-COMMON-PRIOR> 927,555
<ACCUMULATED-NII-CURRENT> 1,277
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,407
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,524,847
<NET-ASSETS> 16,664,261
<DIVIDEND-INCOME> 492,976
<INTEREST-INCOME> 295,113
<OTHER-INCOME> 0
<EXPENSES-NET> 617,233
<NET-INVESTMENT-INCOME> 170,856
<REALIZED-GAINS-CURRENT> 474,045
<APPREC-INCREASE-CURRENT> 5,535,514
<NET-CHANGE-FROM-OPS> 6,180,415
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,716,680)
<DISTRIBUTIONS-OF-GAINS> (477,701)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38,994,456
<NUMBER-OF-SHARES-REDEEMED> (7,033,581)
<SHARES-REINVESTED> 635,035
<NET-CHANGE-IN-ASSETS> 38,126,956
<ACCUMULATED-NII-PRIOR> 2,090
<ACCUMULATED-GAINS-PRIOR> 5,063
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 309,113
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 795,898
<AVERAGE-NET-ASSETS> 10,288,809
<PER-SHARE-NAV-BEGIN> 25.19
<PER-SHARE-NII> .14
<PER-SHARE-GAIN-APPREC> 4
<PER-SHARE-DIVIDEND> .09
<PER-SHARE-DISTRIBUTIONS> .23
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 29.01
<EXPENSE-RATIO> 1.5
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 122
<NAME> GROWTH AND INCOME FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 49,819,337
<INVESTMENTS-AT-VALUE> 61,344,184
<RECEIVABLES> 551,526
<ASSETS-OTHER> 13,438
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61,909,148
<PAYABLE-FOR-SECURITIES> 236,461
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 153,848
<TOTAL-LIABILITIES> 390,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49,991,308
<SHARES-COMMON-STOCK> 2,121,410
<SHARES-COMMON-PRIOR> 927,555
<ACCUMULATED-NII-CURRENT> 1,277
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,407
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,524,847
<NET-ASSETS> 21,890,475
<DIVIDEND-INCOME> 492,976
<INTEREST-INCOME> 295,113
<OTHER-INCOME> 0
<EXPENSES-NET> 617,233
<NET-INVESTMENT-INCOME> 170,856
<REALIZED-GAINS-CURRENT> 474,045
<APPREC-INCREASE-CURRENT> 5,535,514
<NET-CHANGE-FROM-OPS> 6,180,415
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (171,668)
<DISTRIBUTIONS-OF-GAINS> (477,701)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38,994,456
<NUMBER-OF-SHARES-REDEEMED> (7,033,581)
<SHARES-REINVESTED> 635,035
<NET-CHANGE-IN-ASSETS> 38,126,956
<ACCUMULATED-NII-PRIOR> 2,090
<ACCUMULATED-GAINS-PRIOR> 5,063
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 309,113
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 79,589,842
<AVERAGE-NET-ASSETS> 11,224,242
<PER-SHARE-NAV-BEGIN> 25.15
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 3.95
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> .23
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.9
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 123
<NAME> GROWTH AND INCOME FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 49,819,337
<INVESTMENTS-AT-VALUE> 61,344,184
<RECEIVABLES> 551,526
<ASSETS-OTHER> 13,438
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61,909,148
<PAYABLE-FOR-SECURITIES> 236,461
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 153,848
<TOTAL-LIABILITIES> 390,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49,991,308
<SHARES-COMMON-STOCK> 2,121,410
<SHARES-COMMON-PRIOR> 927,555
<ACCUMULATED-NII-CURRENT> 1,277
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,407
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,524,847
<NET-ASSETS> 4,654,429
<DIVIDEND-INCOME> 492,976
<INTEREST-INCOME> 295,113
<OTHER-INCOME> 0
<EXPENSES-NET> 617,233
<NET-INVESTMENT-INCOME> 170,856
<REALIZED-GAINS-CURRENT> 474,045
<APPREC-INCREASE-CURRENT> 5,535,514
<NET-CHANGE-FROM-OPS> 6,180,415
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (171,668)
<DISTRIBUTIONS-OF-GAINS> (477,701)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38,994,456
<NUMBER-OF-SHARES-REDEEMED> (7,033,581)
<SHARES-REINVESTED> 635,035
<NET-CHANGE-IN-ASSETS> 38,126,956
<ACCUMULATED-NII-PRIOR> 2,090
<ACCUMULATED-GAINS-PRIOR> 5,063
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 309,113
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 795,898
<AVERAGE-NET-ASSETS> 2,607,792
<PER-SHARE-NAV-BEGIN> 25.15
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 3.94
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .23
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.91
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 124
<NAME> GROWTH AND INCOME FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 49,819,337
<INVESTMENTS-AT-VALUE> 61,344,184
<RECEIVABLES> 551,526
<ASSETS-OTHER> 13,438
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61,909,148
<PAYABLE-FOR-SECURITIES> 236,461
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 153,848
<TOTAL-LIABILITIES> 390,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49,991,308
<SHARES-COMMON-STOCK> 2,121,410
<SHARES-COMMON-PRIOR> 927,555
<ACCUMULATED-NII-CURRENT> 1,277
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,407
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,524,847
<NET-ASSETS> 18,309,675
<DIVIDEND-INCOME> 492,976
<INTEREST-INCOME> 295,113
<OTHER-INCOME> 0
<EXPENSES-NET> 617,233
<NET-INVESTMENT-INCOME> 170,856
<REALIZED-GAINS-CURRENT> 474,045
<APPREC-INCREASE-CURRENT> 5,535,514
<NET-CHANGE-FROM-OPS> 6,180,415
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (171,668)
<DISTRIBUTIONS-OF-GAINS> (477,701)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38,994,456
<NUMBER-OF-SHARES-REDEEMED> (7,033,581)
<SHARES-REINVESTED> 635,035
<NET-CHANGE-IN-ASSETS> 38,126,956
<ACCUMULATED-NII-PRIOR> 2,090
<ACCUMULATED-GAINS-PRIOR> 5,063
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 309,113
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 795,898
<AVERAGE-NET-ASSETS> 17,094,312
<PER-SHARE-NAV-BEGIN> 25.24
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> 4
<PER-SHARE-DIVIDEND> .17
<PER-SHARE-DISTRIBUTIONS> .23
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 29.13
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 131
<NAME> SMALL COMPANY GROWTH FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 22,191,904
<INVESTMENTS-AT-VALUE> 28,588,415
<RECEIVABLES> 595,953
<ASSETS-OTHER> 11,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,195,887
<PAYABLE-FOR-SECURITIES> 559,040
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117,525
<TOTAL-LIABILITIES> 676,565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,516,556
<SHARES-COMMON-STOCK> 1,275,494
<SHARES-COMMON-PRIOR> 941,701
<ACCUMULATED-NII-CURRENT> (348,252)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,045,493)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,396,511
<NET-ASSETS> 8,194,493
<DIVIDEND-INCOME> 39,855
<INTEREST-INCOME> 61,915
<OTHER-INCOME> 315
<EXPENSES-NET> 450,337
<NET-INVESTMENT-INCOME> (348,252)
<REALIZED-GAINS-CURRENT> (4,822,173)
<APPREC-INCREASE-CURRENT> 4,125,149
<NET-CHANGE-FROM-OPS> (1,045,276)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 1
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,255,049
<NUMBER-OF-SHARES-REDEEMED> (10,728,534)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,481,239
<ACCUMULATED-NII-PRIOR> (68,233)
<ACCUMULATED-GAINS-PRIOR> (193,354)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 247,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 646,776
<AVERAGE-NET-ASSETS> 7,027,876
<PER-SHARE-NAV-BEGIN> 23.39
<PER-SHARE-NII> (.28)
<PER-SHARE-GAIN-APPREC> (.67)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.44
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 132
<NAME> SMALL COMPANY GROWTH FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 22,191,904
<INVESTMENTS-AT-VALUE> 28,588,415
<RECEIVABLES> 595,953
<ASSETS-OTHER> 11,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,195,887
<PAYABLE-FOR-SECURITIES> 559,040
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117,525
<TOTAL-LIABILITIES> 676,565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,516,556
<SHARES-COMMON-STOCK> 1,275,494
<SHARES-COMMON-PRIOR> 941,701
<ACCUMULATED-NII-CURRENT> (348,252)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,045,493)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,396,511
<NET-ASSETS> 8,759,560
<DIVIDEND-INCOME> 39,855
<INTEREST-INCOME> 61,915
<OTHER-INCOME> 315
<EXPENSES-NET> 450,337
<NET-INVESTMENT-INCOME> (348,252)
<REALIZED-GAINS-CURRENT> (4,822,173)
<APPREC-INCREASE-CURRENT> 4,125,149
<NET-CHANGE-FROM-OPS> (1,045,276)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 1
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,255,049
<NUMBER-OF-SHARES-REDEEMED> (10,728,534)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,481,239
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (223,320)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 247,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 646,776
<AVERAGE-NET-ASSETS> 5,503,176
<PER-SHARE-NAV-BEGIN> 23.33
<PER-SHARE-NII> (.27)
<PER-SHARE-GAIN-APPREC> (.93)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.13
<EXPENSE-RATIO> 2.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 133
<NAME> SMALL COMPANY GROWTH FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 22,191,904
<INVESTMENTS-AT-VALUE> 28,588,415
<RECEIVABLES> 595,953
<ASSETS-OTHER> 11,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,195,887
<PAYABLE-FOR-SECURITIES> 559,040
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117,525
<TOTAL-LIABILITIES> 676,565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,516,556
<SHARES-COMMON-STOCK> 1,275,494
<SHARES-COMMON-PRIOR> 941,701
<ACCUMULATED-NII-CURRENT> (348,252)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,045,493)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,396,511
<NET-ASSETS> 2,481,164
<DIVIDEND-INCOME> 39,855
<INTEREST-INCOME> 61,915
<OTHER-INCOME> 315
<EXPENSES-NET> 450,337
<NET-INVESTMENT-INCOME> (348,252)
<REALIZED-GAINS-CURRENT> (4,822,173)
<APPREC-INCREASE-CURRENT> 4,125,149
<NET-CHANGE-FROM-OPS> (1,045,276)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 1
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,255,049
<NUMBER-OF-SHARES-REDEEMED> (10,728,534)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,481,239
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (223,320)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 247,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 646,776
<AVERAGE-NET-ASSETS> 1,665,964
<PER-SHARE-NAV-BEGIN> 23.32
<PER-SHARE-NII> (.29)
<PER-SHARE-GAIN-APPREC> (.82)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.21
<EXPENSE-RATIO> 2.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 134
<NAME> SMALL COMPANY GROWTH FUND-Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 22,191,904
<INVESTMENTS-AT-VALUE> 28,588,415
<RECEIVABLES> 595,953
<ASSETS-OTHER> 11,519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,195,887
<PAYABLE-FOR-SECURITIES> 559,040
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117,525
<TOTAL-LIABILITIES> 676,565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,516,556
<SHARES-COMMON-STOCK> 1,275,494
<SHARES-COMMON-PRIOR> 941,701
<ACCUMULATED-NII-CURRENT> (348,252)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,045,493)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,396,511
<NET-ASSETS> 9,084,105
<DIVIDEND-INCOME> 39,855
<INTEREST-INCOME> 61,915
<OTHER-INCOME> 315
<EXPENSES-NET> 450,337
<NET-INVESTMENT-INCOME> (348,252)
<REALIZED-GAINS-CURRENT> (4,822,173)
<APPREC-INCREASE-CURRENT> 4,125,149
<NET-CHANGE-FROM-OPS> (1,045,276)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1)
<DISTRIBUTIONS-OF-GAINS> 1
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,255,049
<NUMBER-OF-SHARES-REDEEMED> (10,728,534)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,481,239
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (223,320)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 247,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 646,776
<AVERAGE-NET-ASSETS> 10,590,166
<PER-SHARE-NAV-BEGIN> 23.43
<PER-SHARE-NII> (.27)
<PER-SHARE-GAIN-APPREC> (.61)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.55
<EXPENSE-RATIO> 1.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 141
<NAME> GLOBAL FINANCIAL SERVICES FUND-A
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 7,176,203
<INVESTMENTS-AT-VALUE> 8,338,881
<RECEIVABLES> 142,913
<ASSETS-OTHER> 33,692
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,515,486
<PAYABLE-FOR-SECURITIES> 105,423
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,060
<TOTAL-LIABILITIES> 151,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,191,623
<SHARES-COMMON-STOCK> 1,384,072
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,863
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,164,201
<NET-ASSETS> 1,426,281
<DIVIDEND-INCOME> 26,904
<INTEREST-INCOME> 4,910
<OTHER-INCOME> 0
<EXPENSES-NET> 23,951
<NET-INVESTMENT-INCOME> 7,863
<REALIZED-GAINS-CURRENT> 21,597
<APPREC-INCREASE-CURRENT> 1,164,201
<NET-CHANGE-FROM-OPS> 1,172,380
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,538,169
<NUMBER-OF-SHARES-REDEEMED> (346,546)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8,364,003
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,156
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,661
<AVERAGE-NET-ASSETS> 741,537
<PER-SHARE-NAV-BEGIN> 5
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 1.04
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.05
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 142
<NAME> GLOBAL FINANCIAL SERVICES FUND-B
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 7,176,203
<INVESTMENTS-AT-VALUE> 8,338,881
<RECEIVABLES> 142,913
<ASSETS-OTHER> 33,962
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,515,486
<PAYABLE-FOR-SECURITIES> 105,423
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,060
<TOTAL-LIABILITIES> 151,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,191,623
<SHARES-COMMON-STOCK> 1,384,072
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,863
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,164,201
<NET-ASSETS> 1,022,356
<DIVIDEND-INCOME> 26,904
<INTEREST-INCOME> 4,910
<OTHER-INCOME> 0
<EXPENSES-NET> 23,951
<NET-INVESTMENT-INCOME> 7,863
<REALIZED-GAINS-CURRENT> 21,597
<APPREC-INCREASE-CURRENT> 1,164,201
<NET-CHANGE-FROM-OPS> 1,172,380
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,538,169
<NUMBER-OF-SHARES-REDEEMED> (346,546)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8,364,003
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,156
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,661
<AVERAGE-NET-ASSETS> 437,233
<PER-SHARE-NAV-BEGIN> 5
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 1.02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.03
<EXPENSE-RATIO> 2.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 143
<NAME> GLOBAL FINANCIAL SERVICES FUND-C
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 7,176,203
<INVESTMENTS-AT-VALUE> 8,338,881
<RECEIVABLES> 142,913
<ASSETS-OTHER> 33,962
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,515,486
<PAYABLE-FOR-SECURITIES> 105,423
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,060
<TOTAL-LIABILITIES> 151,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,191,623
<SHARES-COMMON-STOCK> 1,384,072
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,863
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,164,201
<NET-ASSETS> 217,936
<DIVIDEND-INCOME> 26,904
<INTEREST-INCOME> 4,910
<OTHER-INCOME> 0
<EXPENSES-NET> 23,951
<NET-INVESTMENT-INCOME> 7,863
<REALIZED-GAINS-CURRENT> 21,597
<APPREC-INCREASE-CURRENT> 1,164,201
<NET-CHANGE-FROM-OPS> 1,172,380
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,538,169
<NUMBER-OF-SHARES-REDEEMED> (346,546)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8,364,003
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,156
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,661
<AVERAGE-NET-ASSETS> 151,501
<PER-SHARE-NAV-BEGIN> 5
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 1.02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.03
<EXPENSE-RATIO> 2.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ENTERPRISE GROUP OF FUNDS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000004123
<NAME> ENTERPRISE GROUP OF FUNDS
<SERIES>
<NUMBER> 144
<NAME> GLOBAL FINANCIAL SERVICES FUND-Y
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 7,176,203
<INVESTMENTS-AT-VALUE> 8,338,881
<RECEIVABLES> 142,913
<ASSETS-OTHER> 33,962
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,515,486
<PAYABLE-FOR-SECURITIES> 105,423
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,060
<TOTAL-LIABILITIES> 151,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,191,623
<SHARES-COMMON-STOCK> 1,384,072
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,863
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 316
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,164,201
<NET-ASSETS> 5,697,430
<DIVIDEND-INCOME> 26,904
<INTEREST-INCOME> 4,910
<OTHER-INCOME> 0
<EXPENSES-NET> 23,951
<NET-INVESTMENT-INCOME> 7,863
<REALIZED-GAINS-CURRENT> 21,597
<APPREC-INCREASE-CURRENT> 1,164,201
<NET-CHANGE-FROM-OPS> 1,172,380
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,538,169
<NUMBER-OF-SHARES-REDEEMED> (346,546)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8,364,003
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,156
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,661
<AVERAGE-NET-ASSETS> 5,349,870
<PER-SHARE-NAV-BEGIN> 5
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 1.04
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.05
<EXPENSE-RATIO> 1.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE> 1
EXHIBIT (D)(I)
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 1st day of October, 1998, is by and between
The Enterprise Group of Funds, Inc., a Maryland corporation (hereinafter
referred to as "Enterprise"), and Enterprise Capital Management, Inc., a Georgia
corporation (hereinafter referred to as the "Adviser").
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, Enterprise and the
Adviser agree as follows:
(1) Enterprise hereby employs the Adviser to act as the Investment
Adviser of Enterprise, and in addition to render certain other services to
Enterprise, all as set forth herein. The Adviser hereby accepts such employment
and agrees to perform such services on the terms set forth, and for the
compensation herein provided.
(2) The Adviser will furnish each series ("Fund") of Enterprise advice
with respect to the investment and reinvestment of the assets of each Fund of
Enterprise in accordance with the investment objectives of each such Fund as set
forth in any currently effective registration statement with the Securities and
Exchange Commission (the "SEC") with respect to securities of Enterprise.
(3) In carrying out its duties hereunder, it is contemplated that the
Adviser will select and employ subinvestment adviser Fund Managers for the
respective Funds of Enterprise, with the exception of the Money Market Fund,
subject to compliance with the provisions of Section 15 of the Investment
Company Act of 1940, as amended. It is contemplated that the Adviser will act as
Fund Manager of the Money Market Fund, subject to compliance with the provisions
of Section 15 of the Investment Company Act of 1940, as amended.
(4) The Adviser will for all purposes herein be deemed to be an
independent contractor. The Adviser has no authority to act for or represent
Enterprise in any way and is not an agent of the Enterprise.
(5) The Adviser will, at its own expense, furnish to Enterprise
directly or through any of the Adviser's subsidiaries, office facilities,
including space, furniture and equipment, and, to the extent that such services
are not being provided by others under contract with Enterprise, personnel for
the managing of the affairs of, servicing the investment of, and keeping the
books and records of Enterprise, including clerical, research, statistical and
investment work, but not including duties or services which are customarily
performed for an open-end management investment company by its Board of
Directors, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
<PAGE> 2
Personnel provided shall be persons satisfactory to the Board of
Directors of Enterprise to serve as officers of Enterprise, including a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
additional officers and employees as may reasonably be necessary for the
execution of its duties under this Agreement.
The personnel and facilities furnished as aforesaid shall be subject to
the control and direction of the Board of Directors of Enterprise. Such
personnel shall be employees of Enterprise notwithstanding that some or all of
their compensation and expenses of their employment may be paid by the Adviser.
(6) It is understood that the Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of Enterprise except those
specifically stated herein to be payable by the Adviser. In connection
therewith, the Adviser understands that Enterprise pays and shall continue to
pay the following expenses (which shall not be a limiting statement of such
expenses):
(a) The fees, compensation and traveling expenses of the Directors of
Enterprise,
(b) Telephone, telegraphic and postage expenses related to
communications between Directors and officers of Enterprise, other than those
provided by the Adviser,
(c) The fees of any custodian, transfer agent, registrar of dividend
disbursing agent of Enterprise,
(d) Compensation of Enterprise's auditors and counsel, including
compensation and costs relating to litigation,
(e) Franchise, income and original issue taxes relating to Enterprise
and its securities,
(f) Fees and legal expenses incurred in qualifying the shares of
Enterprise for sale with any state regulatory agency in the several states, and
the fees and expenses of maintaining, renewing, increasing or amending such
qualification,
(g) Insurance premiums or interest on indebtedness,
(h) Association dues,
(i) Fees and expenses involved in registering and maintaining
registrations of Enterprise and of its shares with the SEC, including the
preparation and printing of prospectuses,
(j) Costs of printing and mailing reports to shareholders, proxy
statements, dividends notices and other communications to shareholders, as well
as all expenses of shareholders and Directors meetings,
(k) Cost of printing of stock certificates,
<PAGE> 3
(l) Broker's commissions and issue and transfer taxes chargeable to
Enterprise in connection with securities transactions to which Enterprise is a
party, and
(m) Business licenses, intangible and franchise taxes.
Costs relating to Enterprise's dividends and capital gains reinvestment
program and other shareholder plans will not be borne by Enterprise except to
the extent of the normal cost to Enterprise of issuing shares. All other costs
relating to such programs and plans will be borne by the Adviser.
(7) Enterprise agrees to pay the Adviser for its services and
facilities to be furnished under this Agreement, within 15 days after the close
of each calendar month after the effective date of this Agreement, the amounts
equal to the percentages of the average of the daily closing net asset values of
the respective Funds of Enterprise that are set forth in Schedule A hereto.
Subject to the requirements of Section 15 of the Investment Company Act of 1940,
such Schedule A may be amended from the Investment Company Act of 1940, such
Schedule A may be amended from time to time by agreement between the Enterprise
and the Adviser with respect to existing Funds of Enterprise or as new Funds are
added to Enterprise.
(8) The services of the Adviser hereunder are not to be deemed to be
exclusive, and the Adviser is free to render services to others and to engage in
other activities so long as its services hereunder are not impaired thereby.
Without in any way relieving the Adviser of its responsibilities hereunder, it
is agreed that the Adviser may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which its
investment advice and service is furnished hereunder.
(9) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Adviser shall not be liable to
Enterprise or to any shareholder or shareholders of Enterprise for any mistake
of judgement, act or omission in the course of, or connected with, the services
to be rendered by the Adviser hereunder.
(10) Subject to and in accordance with the articles of incorporation
and by-laws of Enterprise and of the Adviser, it is agreed that the Directors,
officers, employees and shareholders of Enterprise are or may become interested
in the Adviser as Directors, officers, employees, shareholders or otherwise, and
that Directors, officers, employees and shareholders of the Adviser are or may
become similarly interested in Enterprise and that the Adviser may be or become
interested in Enterprise as a shareholder, or otherwise.
(11) The Adviser will not take, and it will take necessary steps to
prevent its officers and directors from taking, at any time, a short position in
any shares of Enterprise. The Adviser also will cooperate with Enterprise in
adopting a written policy prohibiting insider trading with respect to Enterprise
Fund transactions.
(12) In connection with the management of the investment and
reinvestment of the assets of Enterprise and subject to review by Enterprise's
Board of Directors, the Adviser is
<PAGE> 4
authorized to select the brokers or dealers that will execute purchase and sale
transactions for each Fund of Enterprise and, at its option, at all times or
from time to time to permit the respective Fund Managers to make such
selections, subject to the review of the Adviser. In connection with such
activity, the Adviser is directed to use its best efforts to obtain the best
available price and most favorable execution with respect to all such purchases
and sales of Fund securities for Enterprise. Subject to this primary
requirement, and maintaining as its first consideration the benefits for
Enterprise, its Funds and its shareholders, the Adviser shall have the right,
subject to the control of the Board of Directors of Enterprise, to follow a
policy of selecting brokers and dealers who furnish statistical research and
other services to Enterprise, the Adviser or any Fund Manager and, subject to
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., to consider sales of shares of the Funds as a factor in the selection of
brokers and dealers.
With respect to Section 11(a) of the Securities Exchange Act of 1934 an
Rule 11(a)2-2(T) thereunder, Enterprise hereby expressly consents and agrees
that any associated person of the Adviser, including, without limitation, MONY
Securities Corp., may effect securities transactions exchange of which such
associated person is a member, and that the Adviser and such associated person
may receive or retain compensation in connection therewith.
On occasions when the Adviser deems the purchase or sale of a security
or other investment to be in the best interest of any Fund of Enterprise as well
as other Funds of Enterprise, the Adviser may, to the extent permitted by
applicable law and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner that it considers to be the most equitable
and consistent with its fiduciary obligations to Enterprise and each of its
Funds.
(13) Enterprise may terminate this Agreement by sixty days written
notice to the Adviser at any time, without the payment of any penalty, by vote
of Enterprise's Board of Directors, or by vote of a majority of its outstanding
voting securities, and the Adviser may terminate this Agreement by sixty days
written notice to Enterprise, without the payment of any penalty. This Agreement
shall immediately terminate in the event of its assignment, unless an order is
issued by the Securities and Exchange Commission conditionally or
unconditionally exempting such assignment from the provisions of Section 15(a)
of the Investment Company Act of 1940, in which event this Agreement shall
remain in full force and effect.
(14) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution, and from year to year
thereafter if its continuance after said date: (1) is specifically approved on
or before said date and at least annually thereafter by vote of the Board of
Directors of Enterprise, including a majority of those directors who are not
parties to this Agreement or interested persons of any such party, or by vote of
a majority of the outstanding voting securities of Enterprise; and (2) is
specifically approved at least annually by the vote of a majority of directors
of Enterprise who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
<PAGE> 5
(15) This Agreement may be amended at any time by mutual consent of the
parties; provided, that such consent on the part of Enterprise shall have been
approved by a vote of the majority of the outstanding voting securities of
Enterprise; but further provided, that this limitation shall not prevent any
minor amendments to the Agreement which may be required by federal or state
regulatory bodies, which amendments may be made without shareholder approval.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of 1940 as
now in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(Seal)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
-------------------------- -----------------------
Its: Chairman, President,
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(Seal)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
-------------------------- -----------------------
Its: Chairman, President,
and Chief Executive Officer
<PAGE> 6
SCHEDULE A TO
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
<TABLE>
<CAPTION>
Percentage of Average Daily Closing Net Asset Values
Name of Fund of Fund to be Paid
- ------------ ----------------------------------------------------
<S> <C>
Growth At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Growth and Income At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Equity At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Equity Income Fund At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Capital Appreciation At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Small Company Growth At the rate of 1.00% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Small Company Value At the rate of .75% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
International Growth At the rate of .85% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Global Financial Services At the rate of .85% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Government Securities At the rate of .60% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
</TABLE>
<PAGE> 7
SCHEDULE A TO
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
(continued)
<TABLE>
<CAPTION>
Percentage of Average Daily Closing Net Asset Values
Name of Fund of Fund to be Paid
- ------------ ----------------------------------------------------
<S> <C>
High-Yield Bond At the rate of .60% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Tax-Exempt Income At the rate of .50% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
Managed At the rate of .75% of the average of the daily closing net asset
values of the Fund per year, paid monthly.
Money Market At the rate of .35% of the average of the daily closing net
asset values of the Fund per year, paid monthly.
</TABLE>
<PAGE> 1
EXHIBIT (D)(II)
GROWTH PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 29th day of July, 1994, is by and between
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred
to as the "Adviser"), and Montag & Caldwell, Inc., a Georgia corporation
(hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of September 14, 1987 with The Enterprise Group of Funds, Inc., a
Maryland corporation (the "Fund"), a copy of which agreement is attached hereto
as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the Portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay to the
Adviser certain fees therefore. The Investment Adviser's Agreement recognizes
that the Adviser may enter into agreements with other investment advisers who
will serve as Portfolio Managers to the Portfolios of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Growth Portfolio of the Fund (the
"Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Adviser
and the Portfolio Manager agree as follows:
(1) The Adviser hereby employs the Portfolio Manager to render
certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees
to perform such services on the terms herein set forth, and for the
compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in Exhibit B attached hereto and made a part hereof.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Funds's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund
1
<PAGE> 2
or the Portfolio in any way except to direct securities transactions
pursuant to its investment advice hereunder. The Portfolio Manager is
not an agent of the Fund or the Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the
Fund or the Portfolio.
(6)(a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum
equal to 0. 025 of 1% of the average of the daily closing net asset
values of the Portfolio managed by the Portfolio Manager during such
month (that is, .30 of 1% per year) for the first ONE HUNDRED MILLION
DOLLARS ($100,000,000.00) under management and a sum equal to .0208 of
1% of the average of the daily closing net asset values for the next
ONE HUNDRED MILLION DOLLARS ($100,000,000.00) to TWO HUNDRED MILLION
DOLLARS ($200,000,000.00) (that is, .25 of 1% per year) and a sum equal
to .0167 of 1% of the average of daily closing net asset values for
assets in excess of TWO HUNDRED MILLION DOLLARS ($200,000,000.00)
managed by the Portfolio Manager during such month (that is .20 of 1%
per year).
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full
month in the event of termination of this Agreement on a day that is
not the end of a calendar month.
(6)(c) For the purposes of this Paragraph 6, the daily closing
net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the
value of such net assets in connection with the determination of the
net asset value of the Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to
be deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way
relieving the Portfolio Manager of its responsibilities hereunder, it
is agreed that the Portfolio Manager may employ others to furnish
factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio
Manager shall not be liable to the Fund, the Portfolio or the Adviser
or to any shareholder or shareholders of the Fund, the Portfolio or the
Adviser for any mistake of judgment, act or omission in the course of,
or connected with, the services to be rendered by the Portfolio Manager
hereunder; except that the Portfolio Manager shall be held liable for
any losses resulting from its negligent management which result in
transactional errors or omissions including, but not limited to,
incorrect, delayed or omitted trade advices arising from the Portfolio
Manager's negligence which result in mispricing the Portfolio; and the
Portfolio Manager shall be obligated to make the Portfolio whole and
absorb related transfer agent costs which result from the transaction.
(9) The Portfolio Manager will not take, and it will take
necessary steps to prevent its officers and directors from taking, at
any time, a short position in any shares of any holdings of
2
<PAGE> 3
any Portfolio of the Fund. The Portfolio Manager also will cooperate
with the Fund in adopting a written policy prohibiting insider trading
with respect to Fund Portfolio transactions insofar as such
transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Portfolio, and is directed to use its
best ef forts to obtain the best available price and most favorable
execution with respect to such purchases and sales of portfolio
securities for the Fund. Subject to this primary requirement, and
maintaining as its first consideration the benefits for the Portfolio
and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of Directors of the Fund and of
the Adviser, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Portfolio, the
Adviser, or the Portfolio Manager and, subject to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., to
select brokers and dealers who sell shares of Portfolios of the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time,
without the payment of any penalty, by vote of the Fund's Board of
Directors, or by vote of a majority of its outstanding voting
securities. The Adviser may terminate this Agreement by sixty days
written notice to the Portfolio Manager and the Portfolio Manager may
terminate this Agreement by sixty days written notice to the Adviser,
without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by
the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provision of Section 15 (a) of the
Investment Company Act of 1940, in which event this Agreement shall
remain in full force and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until May
1, 1995 and from year to year thereafter if its continuance after said
date: (1) is specifically approved on or before said date and at least
annually thereafter by vote of the Board of Directors of the Fund,
including a majority of those directors who are not parties to this
Agreement of interested persons of any such party, or by vote of a
majority of the outstanding voting securities of the Fund, and (2) is
specifically approved at least annually by the vote of a majority of
directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called
for the purpose of voting on such approval.
(13) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company
Act of 1940 as now in effect or as hereafter amended.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By: /s/ LEILANI S. HALL
------------------------
Leilani S. Hall
Executive Vice President
ATTEST: /s/ CATHERINE R. MCCLELLAN
--------------------------
Secretary or
Assistant Secretary
MONTAG & CALDWELL, INC.
(SEAL)
By: /s/ SOLON P. PATTERSON
-----------------------
ATTEST: /s/ CAROLYN TYSON
--------------------------
Secretary
4
<PAGE> 1
EXHIBIT (d)(iii)
GROWTH AND INCOME PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 17th day of July, 1997 is among The Enterprise
Group of Funds, Inc. (the "Fund"), a Maryland Corporation, Enterprise Capital
Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Retirement System Investors Inc., a Delaware corporation,
(hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1993 with the Fund, a copy of which agreement is attached
hereto as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the
Investment Adviser's Agreement, the Adviser has agreed to render investment
advisory and certain other management services to all of the Portfolio of the
Fund, and the Fund has agreed to employ the Adviser to render such services and
to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement
recognizes that the Adviser may enter into agreements with other investment
advisers who will serve as Portfolio Managers to the Portfolio of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Growth and Income Portfolio of the Fund
(the "Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employs the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set
forth herein. The Portfolio Manager hereby accepts such employment and
agrees to perform such services on the terms herein set forth, and for
the compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in the Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund or the Portfolio in any way
except to direct securities transactions pursuant to its investment
advice hereunder. The Portfolio Manager is not an agent of the Fund or
the Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the
Fund or the Portfolio.
<PAGE> 2
(6) (a) The Adviser agrees to pay the Portfolio Manager for
its services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum
equal to 0.025 of 1% of the average of the daily closing net asset
value of the Portfolio managed by the Portfolio Manager during such
month (that is, 0.30 of 1% per year) for the first $100,000,000 of
assets under management; a sum equal to 0.0208 of 1% of the average of
the daily closing net asset value of the Portfolio during such month
(that is, 0.25% per year) for the next $100,000,000; and a sum equal to
0.0167 of 1% of the average of the daily closing net asset value of the
Portfolio during such month (that is, 0.20 of 1% per year) for assets
in excess of $200,000,000.
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full
month in the event of termination of this Agreement on a day that is
not the end of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolio shall be computed in the
manner specified in the Registration Statement for the computation of
the value of such net assets in connection with the determination of
the net asset value of the Portfolios shares.
(7) The services of the Portfolio Manager hereunder are not to
be deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way
relieving the Portfolio Manager of its responsibilities hereunder, it
is agreed that the Portfolio Manager may employ others to furnish
factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio
Manager shall not be liable to the Fund, the Portfolio or the Adviser
or to any shareholder or shareholders of the Fund, the Portfolio or the
Adviser for any mistake of judgment, act or omission in the course of,
or connected with, the services to be rendered by the Portfolio Manager
hereunder.
(9) The Portfolio Manager will take necessary steps to prevent
the investment professionals of the Portfolio Manager who are
responsible for investing assets of the Portfolio from taking, at any
time, a short position in any shares of any holdings of any Portfolio
of the Fund for any accounts in which such individuals have a
beneficial interest, excluding short positions, including without
limitation, short against-the-box positions, effected for tax reasons.
The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting insider trading with respect to Fund
Portfolio transactions insofar as such transactions may relate to the
Portfolio Manager such as a Code of Ethics and will notify the Fund of
any violations by the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Portfolio, and is directed to use its
best efforts to obtain the best available price and most favorable
execution with respect to such purchases and sales of portfolio
securities for the Fund. Subject to this primary requirement, and
maintaining as its first consideration the benefits for the Portfolio
and its shareholders, the Portfolio Manager shall have the right,
subject to the oversight of the Board of Directors of the Fund and of
the Adviser, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Portfolio, the
Adviser, or the Portfolio Manager and, subject to the Conduct Rules of
the National Association of Securities Dealers, Inc., to select brokers
and dealers who sell shares of Portfolio of the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time,
without the payment of any penalty, by vote of the Fund's Board of
Directors, or by vote of a majority of its outstanding voting
securities. The Adviser may terminate this Agreement by sixty days
written notice to the Portfolio Manager and the Portfolio Manager may
terminate
2
<PAGE> 3
this Agreement by sixty days written notice to the Adviser, without the
payment of any penalty. This Agreement shall immediately terminate in
the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provision of Section 15 (a) of the
Investment Company Act of 1940, in which event this Agreement shall
remain in full force and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until two
years following execution and from year to year thereafter if its
continuance after said date: (1) is specifically approved on or before
said date and at least annually thereafter by vote of the Board of
Directors of the Fund, including a majority of those directors who are
not parties to this Agreement of interested persons of any such party,
or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of
a majority of directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the
Portfolio Manager, its officers and directors and each person, if any,
who controls the Portfolio Manager within the meaning of Section 15 of
the Securities Act of 1933 (any and all such persons shall be referred
to as "Indemnified Party"), against any loss, liability, claim, damage
or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of
any matter to which this Portfolio Manager's Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any
particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties
under this Portfolio Manager's Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have
notified the Adviser in writing within a reasonable time after the
summons or other first legal process giving information of the nature
of the claim shall have been served upon the Portfolio Manager or such
controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who
controls the Adviser within the meaning of Section 15 of the Securities
Act of 1933, against any loss, liability, claim, damage or expense
described in the foregoing indemnity, but only with respect to the
Portfolio Manager's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Portfolio Manager's
Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought
against the Portfolio Manager, the Portfolio Manager shall have the
rights and duties given to the Adviser, and the Adviser and each person
so indemnified shall have the rights and duties given to the Portfolio
Manager by the provisions of subsection (i) and (ii) of this section.
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Portfolio
Manager's Agreement shall be governed by the laws of the State of New
York.
(15) The Portfolio Manager agrees to notify the parties within
a reasonable period of time regarding a material change in the
membership of the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company
Act of 1940 as now in effect or as hereafter amended.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By: /s/ PHILLIP G. GOFF
------------------------------------
Phillip G. Goff
Vice President & Chief Financial Officer
ATTEST: /s/ CATHERINE R. MCCLELLAN
--------------------------
Secretary
RETIREMENT SYSTEM INVESTORS INC.
(SEAL)
By: /s/ JAMES COUGHLIN
------------------------------------
President
ATTEST: /s/ STEPHEN P. POLLAK
--------------------------
Secretary
THE ENTERPRISE GROUP OF FUNDS, INC.
By: /s/ PHILLIP G. GOFF
------------------------------------
Phillip G. Goff
ATTEST: /s/ CATHERINE R. MCCLELLAN Vice President & Chief Financial Officer
--------------------------
Secretary
4
<PAGE> 1
EXHIBIT (D)(IV)
EQUITY PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 5th day of November, 1997 is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and OpCap Advisors, a Delaware general partnership (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1995 with the Fund (the "Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the
Portfolios of the Fund, and the Fund has agreed to employ the Adviser to render
such services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the Portfolios
of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Equity Portfolio of the Fund (the
"Portfolios") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employs the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees to
perform such services on the terms herein set forth, and for the compensation
herein provided.
(2) The Portfolio Manager shall furnish the Portfolios advice
with respect to the investment and reinvestment of the assets of the Portfolios,
or such portion of the assets of the Portfolio as the Adviser shall specify from
time to time, in accordance with the investment objectives, restrictions and
limitations of the Portfolio as set forth in the Fund's most recent Registration
Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the Fund's
custodian and bring any material or significant variances regarding holding or
valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no authority
to act for or represent the Fund or the Portfolios in any
<PAGE> 2
way except to direct securities transactions pursuant to its investment advice
hereunder. The Portfolio Manager is not an agent of the Fund or the Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for
its services to be furnished under this Agreement, with respect to each calendar
month after the effective date of this Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.03333 of 1% of the
average of the daily closing net asset value of the Portfolio managed by the
Portfolio Manager during such month (that is, .40 of 1% per year) for assets up
to $100,000,000 (one hundred million dollars); and a sum equal to 0.025 of 1% of
the average of the daily closing net asset value of the Portfolio during such
month (that is, .30 of 1% per year) for assets under management in excess of
$100,000,000 (one hundred million dollars).
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolios shall be computed in the manner
specified in the Registration Statement for the computation of the value of such
net assets in connection with the determination of the net asset value of the
Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to
be deemed to be exclusive, and the Portfolio Manager is free to render services
to others and to engage in other activities so long as its services hereunder
are not impaired thereby. Without in any way relieving the Portfolio Manager of
its responsibilities hereunder, it is agreed that the Portfolio Manager may
employ others to furnish factual information, economic advice and/or research,
and investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Portfolio Manager shall not be liable
to the Fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, the Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent
the investment professionals of the Portfolio Manager who are responsible for
investing assets of the Portfolio from taking, at any time, a short position in
any shares of any holdings of any Portfolios of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short positions,
including without limitation, short against-the-box positions, effected for tax
reasons. The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting insider trading with respect to Fund Portfolio
transactions insofar as such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolios, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect to
such purchases and sales of portfolio securities for the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Portfolios and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of
<PAGE> 3
Trustees of the Fund and of the Adviser, to follow a policy of selecting brokers
and dealers who furnish statistical research and other services to the
Portfolios, the Adviser, or the Portfolio Manager and, subject to the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., to select
brokers and dealers who sell shares of Portfolios of the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Trustees, or by vote of a
majority of its outstanding voting securities. The Adviser may terminate this
Agreement by sixty days written notice to the Portfolio Manager and the
Portfolio Manager may terminate this Agreement by sixty days written notice to
the Adviser, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provision of Section 15 (a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until November 1,
1999 and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Trustees of the Fund, including a majority of those
trustees who are not parties to this Agreement of interested persons of any such
party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of trustees of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the
Portfolio Manager, its officers and directors and each person, if any, who
controls the Portfolio Manager within the meaning of Section 15 of the
Securities Act of 1933 (any and all such persons shall be referred to as
"Indemnified Party"), against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any matter to which this Portfolio
Manager's Agreement relates. However, in no case (i) is this indemnity to be
deemed to protect any particular Indemnified Party against any liability to
which such Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Portfolio Manager's Agreement or (ii) is the Adviser to be liable under this
indemnity with respect to any claim made against any particular Indemnified
Party unless such Indemnified Party shall have notified the Adviser in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Portfolio
Manager or such controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser and
each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the Securities Act of 1933, against
any loss, liability, claim, damage or expense described in the foregoing
indemnity, but only with respect to the Portfolio Manager's willful misfeasance,
bad faith or gross negligence in the performance of its duties under this
Portfolio Manager's Agreement. In case any action shall be brought against the
Adviser or any person so indemnified, in respect of which indemnity may be
sought against the Portfolio Manager, the Portfolio Manager shall have the
rights and duties given to the Adviser, and the Adviser and each person so
indemnified shall have the rights and duties given to the Portfolio Manager by
the provisions of subsection (i) and (ii) of this section.
<PAGE> 4
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Portfolio Manager's
Agreement shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within
a reasonable period of time regarding a material change in the membership of the
Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
(SEAL) THE ENTERPRISE GROUP OF FUNDS, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
-------------------------- -------------------------------
Secretary Phillip G. Goff
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
-------------------------- -------------------------------
Secretary Phillip G. Goff
OPCAP ADVISORS
(SEAL)
ATTEST: /s/ THOMAS E. DUGGAN By: /s/ BERNARD H. GARIL
-------------------------- -------------------------------
Secretary
<PAGE> 5
MANAGED PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 5th day of November, 1997, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation. Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and OpCap Advisors, a Delaware general partnership (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1995 with the Fund, ("Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the
Portfolios of the Fund, and the Fund has agreed to employ the Adviser to render
such services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the Portfolios
of the Portfolio.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Managed Portfolio of the Fund (the
"Portfolios") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employs the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees to
perform such services on the terms herein set forth, and for the compensation
herein provided.
(2) The Portfolio Manager shall furnish the Portfolios advice
with respect to the investment and reinvestment of the assets of the Portfolios,
or such portion of the assets of the Portfolio as the Adviser shall specify from
time to time, in accordance with the investment objectives, restrictions and
limitations of the Portfolio as set forth in the Fund's most recent Registration
Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the Fund's
custodian and bring any material or significant variances regarding holding or
valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no authority
to act for or represent the Fund or the Portfolios in
<PAGE> 6
any way except to direct securities transactions pursuant to its investment
advice hereunder. The Portfolio Manager is not an agent of the Fund or the
Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for
its services to be furnished under this Agreement, with respect to each calendar
month after the effective date of this Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.03333 of 1% of the
average of the daily closing net asset value of the Portfolio managed by the
Portfolio Manager during such month (that is, .40 of 1% per year) for assets up
to $100,000,000 (one hundred million dollars); and a sum equal to 0.025 of 1% of
the average of the daily closing net asset value of the Portfolio during such
month (that is, .30 of 1% per year) for assets under management in excess of
$100,000,000 (one hundred million dollars).
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolios shall be computed in the manner
specified in the Registration Statement for the computation of the value of such
net assets in connection with the determination of the net asset value of the
Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to
be deemed to be exclusive, and the Portfolio Manager is free to render services
to others and to engage in other activities so long as its services hereunder
are not impaired thereby. Without in any way relieving the Portfolio Manager of
its responsibilities hereunder, it is agreed that the Portfolio Manager may
employ others to furnish factual information, economic advice and/or research,
and investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Portfolio Manager shall not be liable
to the Fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, the Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent
the investment professionals of the Portfolio Manager who are responsible for
investing assets of the Portfolio from taking, at any time, a short position in
any shares of any holdings of any Portfolios of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short positions,
including without limitation, short against-the-box positions, effected for tax
reasons. The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting insider trading with respect to Fund Portfolio
transactions insofar as such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolios, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect to
such purchases and sales of
<PAGE> 7
portfolio securities for the Fund. Subject to this primary requirement, and
maintaining as its first consideration the benefits for the Portfolios and its
shareholders, the Portfolio Manager shall have the right, subject to the
approval of the Board of Trustees of the Fund and of the Adviser, to follow a
policy of selecting brokers and dealers who furnish statistical research and
other services to the Portfolios, the Adviser, or the Portfolio Manager and,
subject to the Rules of Fair Practice of the National Association of Securities
Dealers, Inc., to select brokers and dealers who sell shares of Portfolios of
the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Trustees, or by vote of a
majority of its outstanding voting securities. The Adviser may terminate this
Agreement by sixty days written notice to the Portfolio Manager and the
Portfolio Manager may terminate this Agreement by sixty days written notice to
the Adviser, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provision of Section 15 (a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until November 1,
1999 and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Trustees of the Fund, including a majority of those
trustees who are not parties to this Agreement of interested persons of any such
party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of trustees of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the
Portfolio Manager, its officers and directors and each person, if any, who
controls the Portfolio Manager within the meaning of Section 15 of the
Securities Act of 1933 (any and all such persons shall be referred to as
"Indemnified Party"), against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any matter to which this Portfolio
Manager's Agreement relates. However, in no case (i) is this indemnity to be
deemed to protect any particular Indemnified Party against any liability to
which such Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Portfolio Manager's Agreement or (ii) is the Adviser to be liable under this
indemnity with respect to any claim made against any particular Indemnified
Party unless such Indemnified Party shall have notified the Adviser in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Portfolio
Manager or such controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser and
each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the Securities Act of 1933, against
any loss, liability, claim, damage or expense described in the foregoing
indemnity, but only with respect to the Portfolio Manager's willful misfeasance,
bad faith or gross negligence in the performance of its duties under this
Portfolio Manager's Agreement. In case any action shall be brought against the
Adviser or any person so indemnified, in respect of which indemnity may be
sought against the Portfolio Manager, the Portfolio Manager shall have the
rights and duties given to the
<PAGE> 8
Adviser, and the Adviser and each person so indemnified shall have the rights
and duties given to the Portfolio Manager by the provisions of subsection (i)
and (ii) of this section.
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Portfolio Manager's
Agreement shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within
a reasonable period of time regarding a material change in the membership of the
Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
(SEAL) THE ENTERPRISE GROUP OF FUNDS, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
-------------------------- -------------------------------
Secretary Phillip G. Goff, Vice President
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
-------------------------- -------------------------------
Secretary Phillip G. Goff, Vice President
OPCAP ADVISORS
(SEAL)
ATTEST: /s/ THOMAS E. DUGGAN By: /s/ BERNARD H. GARIL
-------------------------- -------------------------------
Secretary
<PAGE> 1
EXHIBIT (D)(V)
RIDER TO GROWTH AND INCOME PORTFOLIO
OF THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
DATED FEBRUARY 28, 1992
THIS RIDER, made the first day of May 1997, is among The Enterprise
Group of Funds, Inc. (the "Fund"), Enterprise Capital Management, Inc., and 1740
Advisers, Inc.
The Agreement is hereby modified by deleting all references to the
Growth and Income Portfolio and replacing all references with the Equity Income
Portfolio.
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/ CATHERINE R. MCCLELLAN
--------------------------------
ENTERPRISE CAPITAL MANAGEMENT, INC.
By: /s/ CATHERINE R. MCCLELLAN
--------------------------------
1740 ADVISERS, INC.
By: /s/ JOHN V. ROCK
--------------------------------
<PAGE> 2
GROWTH AND INCOME PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made this 28th day of February, 1992, is by and between
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred
to as the "Adviser"), and MONY Advisers, Inc., a New York corporation
(hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement dated
as of September 14, 1987 with The Enterprise Group of Funds, Inc., a Maryland
corporation (the "Fund"), a copy of which agreement is attached hereto as
Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the Portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay to the
Adviser certain fees therefor. The Investment Adviser's Agreement recognizes
that the Adviser may enter into agreements with other investment advisers who
will serve as Portfolio Managers to the Portfolios of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Growth and Income Portfolio of the Fund
(the "Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Adviser
and the Portfolio Manager agree as follows:
(1) The Adviser hereby employs the Portfolio Manager to render
certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees
to perform such services on the terms herein set forth, and for the
compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the Adviser
shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the Portfolio as set forth
in Exhibit B attached hereto and made a part hereof.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund or the Portfolio in any way
except to direct securities transactions pursuant to its investment
advice hereunder. The Portfolio Manager is not an agent of the Fund or
the Portfolio.
<PAGE> 3
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the
Fund or the Portfolio.
(6)(a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum equal
to .025 of 1% of the average of the daily closing net asset values of the
Portfolio managed by the Portfolio Manager during such month (that is,
.30 of 1% per year) for the first ONE HUNDRED MILLION DOLLARS
($100,000,000.00) under management and a sum equal to .0208 of 1% of the
average of the daily closing net asset values for the next ONE HUNDRED
MILLION DOLLARS ($100,000,000.00) to TWO HUNDRED MILLION DOLLARS
($200,000,000.00) (that is, .25 of 1% per year) and a sum equal to .0167
of 1% of the average of daily closing net asset values for assets in
excess of TWO HUNDRED MILLION DOLLARS ($200,000,000.00) managed by the
Portfolio Manager during such month (that is .20 of 1% per year).
(6)(b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the
end of a calendar month.
(6)(c) For the purposes of this Paragraph 5, the daily closing
net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the value
of such net assets in connection with the determination of the net asset
value of the Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not to
be deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its
services hereunder are not impaired thereby. Without in any way relieving
the Portfolio Manager of its responsibilities hereunder, it is agreed
that the Portfolio Manager may employ others to furnish factual
information economic advice and/or research, and investment
recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Portfolio Manager
shall not be liable to the Fund, the Portfolio or the Adviser or to any
shareholder or shareholders of the Fund, the Portfolio or the Adviser for
any mistake of judgment, act or omission in the course of, or connected
with, the services to be rendered by the Portfolio Manager hereunder;
except that the Portfolio Manager shall be held liable for any losses
resulting from its negligent management which result in transactional
errors or omissions including, but not limited to, incorrect, delayed or
omitted trade advices arising from the Portfolio Manager's negligence
which result in mispricing the Portfolio; and the Portfolio Manager shall
be obligated to make the Portfolio whole and absorb related transfer
agent costs which result from the transaction.
(9) The Portfolio Manager will not take, and it will take
necessary steps to prevent its officers and directors from taking, at any
time, a short position in any shares of any Portfolio of the Fund. The
Portfolio Manager also will cooperate with the Fund in adopting a written
policy prohibiting insider trading with respect to Fund Portfolio
transactions insofar as such transactions may relate to the Portfolio
Manager.
<PAGE> 4
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Portfolio, and is directed to use its best
efforts to obtain the best available price and most favorable execution
with respect to such purchases and sales of portfolio securities for the
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Portfolio and its shareholders, the
Portfolio Manager shall have the right, subject to the approval of the
Board of Directors of the Fund and of the Adviser, to follow a policy of
selecting brokers and dealers who furnish statistical research and other
services to the Portfolio, the Adviser or the Portfolio Manager and,
subject to the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., to select brokers and dealers who sell shares
of Portfolios of the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time,
without the payment of any penalty, by vote of the Fund's Board of
Directors, or by vote of a majority of its outstanding voting securities.
The Adviser may terminate this Agreement by sixty days written notice to
the Portfolio Manager and the Portfolio Manager may terminate this
Agreement by sixty days written notice to the Adviser, without the
payment of any penalty. This Agreement shall immediately terminate in the
event of its assignment, unless an order is issued by the Securities and
Exchange Commission conditionally or unconditionally exempting such
assignment from the provisions of Section 15(a) of the Investment Company
Act of 1940, in which event this Agreement shall remain in full force and
effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until May 1,
1993 and from year to year thereafter if its continuance after said date:
(1) is specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a
majority of those directors who are not parties to this Agreement of
interested persons of any such party, or by vote of a majority of the
outstanding voting securities of the Fund, and (2) is specifically
approved at least annually by the vote of a majority of directors of the
Fund who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting
on such approval.
(13) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company
Act of 1940 as now in effect or as hereafter amended.
<PAGE> 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By: /s/ VICTOR UGOLYN
------------------------
Victor Ugolyn, President
ATTEST: /s/ CATHERINE R. MCCLELLAN
--------------------------
Secretary or
Assistant Secretary
MONY ADVISERS, INC.
(SEAL) By: /s/ JOHN V. ROCK, PRES.
------------------------
(name, title)
ATTEST: /s/ LINDA S. LOPEZ
--------------------------
Secretary or
Assistant Secretary
<PAGE> 6
EXHIBIT A
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 14th day of September, 1987, is by and
between The Enterprise Group of Funds, Inc., a Maryland corporation (hereinafter
referred to as the "Fund"), and Enterprise Capital Management Inc., a Georgia
corporation (hereinafter referred to as the "Adviser").
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund and
the Adviser agree as follows:
(1) The Fund hereby employs the Adviser to act as the Investment
Adviser of the Fund, and in addition, to render certain other services to the
Fund, all as set forth herein. The Adviser hereby accepts such employment and
agrees to perform such services on the terms set forth, and for the compensation
herein provided.
(2) The Adviser will1 furnish each Portfolio of the Fund advice with
respect to the investment and reinvestment of the assets of each Portfolio of
the Fund in accordance with the investment objectives of each such Portfolio as
set forth in any currently effective registration statement with the Securities
and Exchange Commission (the "SEC") with respect to securities of the Fund.
(3) In carrying out its duties hereunder, it is contemplated that the
Adviser will select and employ subinvestment adviser Portfolio Managers for the
respective Portfolios of the Fund, subject to compliance with the provisions of
Section 15 of the Investment Company Act of 1940, as amended.
(4) The Adviser will for all purposes herein be deemed to be an
independent contractor. The Adviser has no authority to act for or represent the
Fund in any way and is not an agent of the Fund.
(5) The Adviser will, at its own expense, furnish to the Fund directly
or through any of the Adviser's subsidiaries, office facilities, including
space, furniture and equipment, and, to the extent that such services are not
being provided by others under contract with the Fund, personnel for the
managing of the affairs of, service of, the investment of, and keeping the books
and records of the Fund, including clerical, research, statistical and
investment work, but not including duties or services which are customarily
performed for an open-end management investment company by its Board of
Directors, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
Personnel provided shall be persons satisfactory to the Board
of Directors of the Fund to serve as officers of the Fund, including a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
additional officers and employees as may reasonably be necessary for the
execution of its duties under this Agreement.
The personnel and facilities furnished as aforesaid shall be
subject to the control and direction of the Board of Directors of the Fund. Such
personnel shall be employees of the Fund,
1
<PAGE> 7
notwithstanding that some or all of their compensation and expenses of their
employment may be paid by the Adviser.
(6) It is understood that the Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of the Fund except those
specifically stated herein to be payable by the Adviser. In connection
therewith, the Adviser understands that the Fund pays and shall continue to pay
the following expenses (which shall not be a limiting statement of such
expenses):
(a) The fees, compensation and traveling expenses of the
Directors of the Fund,
(b) Telephone, telegraphic and postage expenses related to
communications between Directors and officers of the Fund, other than
those provided by the Adviser,
(c) The fees of any custodian, transfer agent, registrar or
dividend disbursing agent of the Fund.
(d) Compensation of the Fund's auditors and counsel, including
compensation and costs relating to litigation.
(e) Franchise, income and original issue taxes relating to the
Fund and its securities,
(f) Fees and legal expenses incurred in qualifying the shares
of the Fund for sale with any state regulatory agency in the several
states, and the fees and expenses of maintaining, renewing, increasing
or amending such qualifications,
(g) Insurance premiums or interest on indebtedness,
(h) Association dues,
(i) Fees and expenses involved in registering and maintaining
registrations of the Fund and of its shares with the SEC, including the
preparation and printing of prospectuses.
(j) Costs of printing and mailing reports to shareholders,
proxy statements, dividends notices and other communications to
shareholders, as well as all expenses of shareholders and Directors
meetings,
(k) Cost of printing of stock certificates,
(l) Broker's commissions and issue and transfer taxes
chargeable to the Fund in connection with securities transactions to
which the Fund is a party, and
(m) Business licenses, intangible and franchise taxes.
Costs relating to the Fund's dividends and capital gains
reinvestment program and other shareholder plans will not be borne by the Fund
except to the extent of the normal cost to the Fund of issuing shares. All other
costs relating to such programs and plans will be borne by the Adviser.
(7) The Fund agrees to pay the Adviser for its services and facilities
to be furnished under this Agreement, within 15 days after the close of each
calendar month after the effective date of this
2
<PAGE> 8
Agreement, the amounts equal to the percentages of the average of the daily
closing net asset values of the respective Portfolios of the Fund that are set
forth in Schedule A hereto. Subject to the requirements of Section 15 of the
Investment Company Act of 1940, such Schedule A may be amended from time to time
by agreement between the fund and the Adviser with respect to existing
Portfolios of the Fund or as new Portfolios are added to the Fund.
(8) The services of the Adviser hereunder are not to be deemed to be
exclusive, and the Adviser is free to render services to others and to engage in
other activities so long as its services hereunder are not impaired thereby.
Without in any way relieving the Adviser of its responsibilities hereunder, it
is agreed that the Adviser may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which its
investment advice and service is furnished hereunder.
(9) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Adviser shall not be liable to the
Fund or to any shareholder or shareholders of the Fund for any mistake of
judgment, act or omission in the course of, or connected with, the services to
be rendered by the Adviser hereunder.
(10) Subject to and in accordance with the articles of incorporation
and by-laws of the Fund and of the Adviser, it is agreed that the Directors,
officers, employees and shareholders of the Fund are or may become interested in
the Adviser as Directors, officers, employees, shareholders or otherwise, and
that Directors, officers, employees and shareholders of the Adviser are or may
be become similarly interested in the Fund and that the Adviser may be or become
interested in the Fund as a shareholder, or otherwise.
(11) The Adviser will not take, and it will take necessary steps to
prevent its officers and directors from taking, at any time, a short position in
any shares of the Fund. The Adviser also will cooperate with the Fund in
adopting a written policy prohibiting insider trading with respect to Fund
portfolio transactions.
(12) In connection with the management of the investment and
reinvestment of the assets of the Fund and subject to review by the Fund's Board
of Directors, the Adviser is authorized to select the brokers or dealers that
will execute purchase and sale transactions for each Portfolio of the Fund and,
at its option, at all times or from time to time to permit the respective
Portfolio Managers to make such selections, subject to the review of the
Adviser. In connection with such activity, the Adviser is directed to use its
best efforts to obtain the best available price and most favorable execution
with respect to all such purchases and sales of portfolio securities for the
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Fund, its Portfolios and its shareholders,
the Adviser shall have the right, subject to the control of the Board of
Directors of the Fund, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Fund, the Adviser or any
Portfolio Manager and, subject to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., to consider sales of shares of the
Portfolios as a factor in the selection of brokers or dealers.
With respect to Section 11(a) of the Securities Exchange Act of 1934
and Rule 11(a)2-2(T) thereunder, the Fund hereby expressly consents and agrees
that any associated person of the Adviser, including without limitation, FSC
Securities Corporation, may effect securities transactions for the account of
any Portfolio of the Fund on any national securities exchange of which such
associated
3
<PAGE> 9
person is a member, and that the Adviser and such associated person may receive
or retain compensation in connection therewith.
On occasions when the Adviser deems the purchase or sale of a security
or other investment to be in the best interest of any Portfolio of the Fund as
well as other Portfolios of the Fund, the Adviser may, to the extent permitted
by applicable law and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner that it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and each of its
Portfolios.
(13) The Fund may terminate this Agreement by sixty days written notice
to the Adviser at any time, without the payment or any penalty, by vote of the
Fund's Board of Directors, or by vote of a majority of its outstanding voting
securities, and the Adviser may terminate this Agreement by sixty days written
notice to the Fund, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(14) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until August 31, 1989, and
from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
directors who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund; and (2) is specifically approved at least annually by the vote of a
majority of directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(15) This Agreement may be amended at any time by mutual consent of the
parties; provided, that such consent on the part of the Fund shall have been
approved by a vote of the majority of the outstanding voting securities of the
Fund; but further provided, that this limitation shall not prevent any minor
amendments to the Agreement which may be required by federal or state regulatory
bodies, which amendments may be made without shareholder approval.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
4
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ LEILANI S. HALL By: /s/ E. JAMES WISNER
------------------- -------------------------------
Its: President
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By: /s/ E. JAMES WISNER
-------------------------------
ATTEST: /s/ LEILANI S. HALL Its: President
-------------------
5
<PAGE> 11
THE ENTERPRISE GROUP OF FUNDS, INC.
EXHIBIT B
INVESTMENT OBJECTIVES AND POLICIES
OF THE
GROWTH AND INCOME PORTFOLIO
The following investment objectives of the Growth and Income may not be
changed without approval of a majority of the outstanding voting securities of
that Portfolio:
The objective of the Growth and Income Portfolio is a combination of
growth and income to achieve an above average and consistent total return,
primarily from investments in dividend-paying common stocks. The Portfolios
principal criterion in stock selection is above average yield, and it uses this
criterion as a discipline to enhance stability and reduce market risk. Subject
to this primary criterion, the Portfolio invests in stocks that have relatively
low price to earnings ratios or relatively low price to book value ratios.
Subject to its investment criteria, the Portfolio invests in convertible
preferred stocks or bonds when, in the judgment of Sub-Adviser, common stocks do
not offer equally attractive investment opportunities.
The Portfolio's stock selection process involves an analysis of the financial
strength of the issuer, including the issuer's ability to pay above average
dividends. In addition, a technicolor supply-demand analysis designed to focus
on changes in the general market attitude towards the stock is completed as well
as a cycle rotation analysis designed to benefit from market and business
cycles. The Portfolio maintains a position by investing in stocks of mature,
well-capitalized companies with high daily trading volumes.
The Portfolio Manager shall be subject to the restrictions and
limitations of investments as described in the Prospectus or any subsequent
Prospectus.
<PAGE> 1
EXHIBIT (D)(VI)
CAPITAL APPRECIATION PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
This Agreement, made this 1st day of May, 1995, by and between
Enterprise Capital Management, Inc., a Georgia corporation (thereinafter
referred to as the "Adviser") and Provident Investment Counsel, Inc., a
Massachusetts corporation (hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of September 14, 1987 with The Enterprise Group of Funds, Inc., a
Maryland corporation (the "Fund"), a copy of which agreement is attached hereto
as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the Portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay the
Adviser certain fees therefor. The Investment Adviser's Agreement recognizes
that Adviser may enter in other agreements with other investment advisers who
will serve as Portfolio Managers of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Capital Appreciation Portfolio of the Fund
(the "Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Adviser
and the Portfolio Manager agree as follows:
(1) The Adviser hereby employs the Portfolio to render certain
investment advisory services to the Portfolio, as set forth herein. The
Portfolio Manager hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Portfolio Manager shall furnish the Portfolio advice with
respect to the investment and reinvestment of the assets of the Portfolio in
accordance with investment objectives, restrictions and limitations of the
Portfolio set forth in the Registration Statement of the Fund on Form N-1A as
currently on file with the Securities and Exchange Commission and as amended
from time-to-time hereafter (the "Registration Statement").
(3) The Portfolio Manager shall for all purposes herein be deemed to
be an independent contractor. The Portfolio Manager has no authority to act for
or represent the Fund or the Portfolio in any way except to direct securities
transactions pursuant to its investment advice hereunder. The Portfolio Manager
is not an agent of the Fund or the Portfolio.
(4) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
Portfolio.
<PAGE> 2
(5) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each calendar
month after the effective date of this Agreement, on the fifteenth (15) day
after the close of each calendar month, a sum equal to .50 of l-. of the average
daily closing net asset values of the Portfolio for assets up to $100 million
under management; .45 of 10-. per year of the average daily net assets for the
next $100 million under management; .35 of 10-. per year of the average daily
net assets for the next $100 million under management; and .30 of 10-. of the
average daily net assets for assets under management thereafter.
(b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month in the
event of termination of this Agreement on a day that is not the end of a
calendar month.
(c) For the purposes of this Paragraph 5, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in the
Registration Statement for the computation of the value of such net assets in
connection with the determination of the net asset value of the Portfolio's
shares.
(6) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to render services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Portfolio Manager of its
responsibilities hereunder, it is agreed that the Portfolio Manager may employ
others to furnish factual information, economic advice and/or research, and
investment recommendations, upon which its investment advice and service is
furnished hereunder.
(7) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Portfolio Manager shall not be liable
to the Fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, the Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder.
(8) The Portfolio Manager will not take, and it will take necessary
steps to prevent its officers and directors from taking, at any time, a short
position in any shares of any Portfolio of the Fund. The Portfolio Manager also
will cooperate with the Fund in adopting a written policy prohibiting insider
trading with respect to Fund Portfolio transactions insofar as such transactions
may relate to the Portfolio Manager.
(9) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolio and is directed to use its best efforts to obtain
the best available price and most favorable execution with respect to all such
purchases and sales of Portfolio securities for the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Portfolio and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of Directors of the Fund and the Adviser,
to follow a policy of selecting brokers and dealers who furnish statistical
research and other services to the Portfolio, the Adviser or the Portfolio
Manager and, subject to the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., to select brokers and dealers who sell shares of
Portfolios of the Fund.
<PAGE> 3
(10) The Fund may terminate this Agreement by sixty (60) days written
notice to the Adviser and the Portfolio Manager at any time, without the payment
of any penalty, by vote of the Fund's Board of Directors, or by vote of a
majority of its outstanding voting securities. The Adviser may terminate this
Agreement by sixty (60) days written notice to the Portfolio Manager, and the
Portfolio Manager may terminate this Agreement by sixty (60) days written notice
to the Adviser, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(11) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until February 28,1996, and
from year-to-year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
directors who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund; and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(12) The terms "vote of a majority of the outstanding voting
securities," "assignment," and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of 1940 as
now in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ HERBERT M. WILLIAMSON
--------------------------- -----------------------------------
Secretary Its: Vice President
PROVIDENT INVESTMENT COUNSEL, INC.
(SEAL)
ATTEST:/s/ JEFFREY MILLER By: /s/ JEFFREY MILLER
---------------------------- -----------------------------------
Secretary Its: Managing Director
<PAGE> 1
EXHIBIT (D)(VII)
SMALL COMPANY GROWTH FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 2nd day of September, 1998, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and William D. Witter, Inc., a New York corporation (hereinafter
referred to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1993, with the Fund ("Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the series
of the Fund, and the Fund has agreed to employ the Adviser to render such
services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Fund Managers to the series of the
Fund.
(B) The parties hereto wish to enter into an agreement (the
"Agreement") whereby the Fund Manager will provide to the Small Company Growth
Fund of the Fund (the "Small Company Growth Fund") securities investment
advisory services for that Fund, subject to requisite approvals under the
Investment Company Act of 1940. The Fund, the Adviser, and the Fund Manager are
registered under the 1940 Act.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager to
render certain investment advisory services to the Fund, as set forth herein.
The Fund Manager hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Fund Manager shall furnish the Small Company Growth
Fund advice with respect to the investment and reinvestment of the assets of the
Small Company Growth Fund, or such portion of the assets of the Fund as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the series as set forth in the
Fund's most recent Registration Statement and the Fund's governing documents.
(3) The Fund Manager shall perform a monthly reconciliation of
the 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.
(4) The Fund Manager shall for all purposes herein be deemed
to be an independent contractor. The Fund Manager has no authority to act for or
represent the Fund or the series in any way
<PAGE> 2
except to direct securities transactions pursuant to its investment advice
hereunder. The Fund Manager is not an agent of the Fund or the series.
(5) It is understood that the Fund Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
series.
(6) (a) The Adviser agrees to pay as compensation to the Fund
Manager for its services to be furnished under this Agreement, with respect to
each calendar month after the effective date of this Agreement, on the twentieth
(20th) day after the close of each calendar month, a sum equal to 0.054 of 1% of
the average of the daily closing net asset value of the Fund managed by the Fund
Manager during such month (that is, 0.65 of 1% per year) for the first
$50,000,000 of assets under management; a sum equal to 0.046 of 1% of the
average of the daily closing net asset value of the Fund during such month (that
is, 0.55 of 1% per year) for assets in excess $50,000,000 to $100,000,000 under
management; and a sum equal to 0.0375 of 1% of the average of the daily closing
net asset value of the Fund during such month (that is, 0.45 of 1% per year) for
assets in excess of $100,000,000.
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Fund shall be computed in the manner specified
in the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the Fund's
shares.
(7) The services of the Fund Manager hereunder are not to be
deemed to be exclusive, and the Fund Manager is free to render services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ others
to furnish factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is furnished
hereunder. The Fund Manager may, from time to time hereafter, act as investment
adviser to one or more other investment companies and fiduciary or other managed
accounts, provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more companies or
accounts managed by the Fund Manager which have available funds for investment,
the available securities will be allocated in a manner believed by the Fund
Manager to be equitable to each company or account.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Fund Manager shall not be liable to
the Fund, the series or the Adviser or to any shareholder or shareholders of the
Fund, the series or the Adviser for any mistake of judgment, act or omission in
the course of, or connected with, the services to be rendered by the Fund
Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent the
investment professionals of the Fund Manager who are responsible for investing
assets of the Fund from taking, at any time, a short position in any shares of
any holdings of any series of the Fund for any accounts in which such
individuals have a beneficial interest, excluding short positions, including
without limitation, short against-the-box positions, effected for tax reasons.
The Fund Manager also will cooperate with the Fund in adopting a written policy
prohibiting insider trading with respect to Fund series transactions insofar as
such transactions may relate to the Fund Manager.
<PAGE> 3
(10) In connection with the management of the investment and
reinvestment of the assets of the Fund, the Fund Manager is authorized to select
the brokers or dealers that will execute purchase and sale transactions for the
Fund, and is directed to use its best efforts to obtain the best available price
and most favorable execution with respect to such purchases and sales of Fund
securities for the Fund. Subject to this primary requirement, and maintaining as
its first consideration the benefits for the Funds and its shareholders, the
Fund Manager shall have the right, subject to the approval of the Board of
Directors of the Fund and of the Adviser, to follow a policy of selecting
brokers and dealers who furnish statistical research and other services to the
Fund, the Adviser, or the Fund Manager and, subject to the Conduct Rules of the
National Association of Securities Dealers, Inc., to select brokers and dealers
who sell shares of series of the Fund.
(11) The Fund may terminate this Agreement by thirty (30) days
written notice to the Adviser and the Fund Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by vote of
a majority of its outstanding voting securities. The Adviser may terminate this
Agreement by thirty (30) days written notice to the Fund Manager and the Fund
Manager may terminate this Agreement by thirty (30) days written notice to the
Adviser, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provision of Section 15 (a) of the Investment Company
Act of 1940, in which event this Agreement shall remain in full force and
effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until January 1,
1999 and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
Directors who are not parties to this Agreement of interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Fund
Manager, its officers and directors and each person, if any, who controls the
Fund Manager within the meaning of Section 15 of the Securities Act of 1933 (any
and all such persons shall be referred to as "Indemnified Party"), against any
loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
from the Indemnified Party's performance or non-performance of any duties under
this Agreement. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Fund Manager's
Agreement or (ii) is the Adviser to be liable under this indemnity with respect
to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Fund Manager or such
controlling persons.
The Fund Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the Securities Act of 1933, against
any loss, liability, claim, damage or expense described in the foregoing
indemnity, but only with respect to the Fund Manager's willful misfeasance, bad
faith or gross
<PAGE> 4
negligence in the performance of its duties under this Fund Manager's Agreement.
In case any action shall be brought against the Adviser or any person so
indemnified, in respect of which indemnity may be sought against the Fund
Manager, the Fund Manager shall have the rights and duties given to the Adviser,
and the Adviser and each person so indemnified shall have the rights and duties
given to the Fund Manager by the provisions of subsection (i) and (ii) of this
section.
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Fund Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Fund Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
(17) This Agreement shall terminate automatically in the event
of any transfer or assignment thereof, as defined in the 1940 Act.
(18) If any provision of this Agreement shall be held or made
invalid by a count decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------- --------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------- ---------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
WILLIAM D. WITTER, INC.
(SEAL)
ATTEST: /s/ MARY R. DONNELLY By: /s/ WILLIAM D. WITTER
---------------------------- ---------------------------------
Secretary
<PAGE> 1
EXHIBIT (D)(VIII)
RIDER TO SMALL COMPANY PORTFOLIO
OF THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
DATED JULY 1, 1996
THIS RIDER, made the first day of May 1997, is among The Enterprise
Group of Funds, Inc. (the "Fund"), Enterprise Capital Management, Inc., and
GAMCO Investors, Inc.
The Agreement is hereby modified by deleting all references to the
Small Company Portfolio and replacing all references with Small Company Value
Portfolio.
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/ CATHERINE R. MCCLELLAN
----------------------------------
ENTERPRISE CAPITAL MANAGEMENT, INC.
By: /s/ CATHERINE R. MCCLELLAN
----------------------------------
GAMCO INVESTORS, INC.
By: /s/ D. R. JAMIESON
----------------------------------
1
<PAGE> 2
SMALL COMPANY PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the first day of July, 1996 is among The
Enterprise Group of Funds, Inc (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and GAMCO Investors, Inc., a Now Yolk corporation, (hereinafter
referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an investment Adviser's Agreement
dated as of May 1, 1993 with the Fund, a copy of which agreement is attached
hereto as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the
Investment Adviser's Agreement, the Adviser has agreed to render investment
advisory and certain other management services to all of the Portfolios of the
Fund, and the Fund has agreed to employ the Adviser to render such services and
to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement
recognizes that the Adviser may enter into agreements with other investment
advisers who will serve as Portfolio Managers to the Portfolio of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Small Company Portfolio of the Fund (the
"Portfolio") securities investment advisory services for that Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employs the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set
forth herein. The Portfolio Manager hereby accepts such employment and
agrees to perform such services on the terms herein set forth, and for
the compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in the Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund or the
1
<PAGE> 3
Portfolio in any way except to direct securities transactions pursuant to its
investment advice hereunder. The Portfolio Manager is not an agent of the Fund
or the Portfolio.
(5) It is understood that the Portfolio Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for its
services to be furnished under this Agreement, with respect to each calendar
month after the effective date of the Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.033 of I% of the
average of the daily closing net asset value of the Portfolio managed by the
Portfolio Manager during such month (that is, .40 of I% per year) for the first
S 1,000,000,000 of assets under management and a sum equal to 0,025 of I% of the
average of the daily closing net asset value of the Portfolio during such month
(that is, 0.30 of 1% per year) for assets in excess of $ 1,000,000,000 under
management.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month in the
event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in the
Registration Statement for the computation of the value of such net assets in
connection with the determination of the net asset value of the Portfolio'
shares.
(7) The services of the Portfolio Manager hereunder are not to be
deemed to be exclusive, and the Portfolio Manager is free to tender services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Portfolio Manager of its
responsibilities hereunder, it is agreed that the Portfolio Manager may employ
others to furnish factual information, economic advice and/or research, and
investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder. The Portfolio Manager shall not be liable
to the fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, tile Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to prevent the
investment professionals of the Portfolio Manager who ate responsible for
investing assets of the Portfolio from taking, at any time, a short position in
any shares of any holdings of any Portfolio of the Fund for any accounts in
which such individuals have a beneficial interest, excluding short positions,
including without limitation, short against-the-box positions, effected for tax
reasons. The Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting insider trading with respect to Fund Portfolio
transactions insofar as such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is authorized
to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolio, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect to
such purchases and sales of portfolio securities for the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Portfolio and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the
2
<PAGE> 4
Board of Directors of the Fund and of the Adviser, to follow a policy of
selecting brokers and dealers who furnish statistical research and other
services to the Portfolio, the Adviser, or the Portfolio Manager and, subject to
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., to select brokers and dealers who sell shares of Portfolio of the Fund.
(11) The Fund may terminate this Agreement by sixty days written notice
to the Adviser and the Portfolio Manager at any time, without the payment of any
penalty, by vote of the Fund's Board of Directors, or by vote of a majority of
its outstanding voting securities. The Adviser may terminate this Agreement by
sixty days written notice to the Portfolio Manager and the Portfolio Manager may
terminate this Agreement by sixty days written notice to the Adviser, without
the payment of any penalty. This Agreement shall immediately terminate in the
event of its assignment, unless an order is issued by the Securities and
Exchange Commission conditionally or unconditionally exempting such assignment
from the provision of Section 15 (a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect.
(12) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until June 30, 1998 and from
year to year thereafter if its continuance after said date: (1) is specifically
approved on or before said date and at least annually thereafter by vote of the
Board of Directors of the Fund, including a majority of those directors who are
not parties to this Agreement of interested persons of any such party, or by
vote of a majority of the outstanding voting securities of the Fund, and (2) is
specifically approved at least annually by the vote of a majority of directors
of the Fund who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
(13) The Adviser shall indemnify and hold harmless the Portfolio
Manager, its officers and directors and each person, if any, who controls the
Portfolio Manager within the mowing of Section 15 of the Securities Act of 1933
(any and all such persons shall be referred to as "Indemnified Party"), against
any loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any matter to which this Portfolio Manager's Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any particular
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Portfolio Manager's Agreement or (ii)
is the Adviser to be liable under this indemnity with respect to any claim made
against any particular Indemnified Party unless such Indemnified Party shall
have notified the Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim shall
have been served upon the Portfolio Manager or such controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser and each
of its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the Securities Act of 1933, against any
loss, liability, claim, damage or expense described in the foregoing indemnity,
but only with respect to the Portfolio Manager's willful misfeasance, bad faith
or gross negligence in the performance of its duties under this Portfolio
Manager's Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought against
the Portfolio Manager, the Portfolio Manager shall have the rights and duties
given to the Adviser, and tile Adviser and each person so indemnified shall have
the rights and duties given to the Portfolio Manager by the provisions of
subsection (i) and (ii) of this section.
3
<PAGE> 5
(14) Except as otherwise provided in paragraph 13 hereof and as may be
required under applicable federal law, this Portfolio Manager's Agreement shall
be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL
MANAGEMENT, INC.
(SEAL)
By: /s/ VICTOR UGOLYN
------------------------------
Victor Ugolyn
ATTEST: /s/ CATHERINE R. MCCLELLAN Chairman, President and CEO
----------------------------
GAMCO INVESTORS, INC.
(SEAL)
By: /s/ D. R. JAMIESON
------------------------------
Douglas R. Jamieson
ATTEST: /s/ J. E. MCKEE Executive Vice President and COO
----------------------------
THE ENTERPRISE GROUP OF
FUNDS, INC.
(SEAL) By: /s/ VICTOR UGOLYN
-----------------------------
Victor Ugolyn
Chairman, President and CEO
ATTEST: /s/ CATHERINE R. MCCLELLAN
-----------------------------
Secretary
4
<PAGE> 1
EXHIBIT (D)(IX)
INTERNATIONAL GROWTH FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 31st day of March, 1999, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Vontobel USA, Inc., a New York corporation (hereinafter referred
to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1993, with the Fund ("Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the series
of the Fund, and the Fund has agreed to employ the Adviser to render such
services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Fund Managers to the series of the
Fund.
(B) The parties hereto wish to enter into an agreement (the
"Agreement") whereby the Fund Manager will provide to the International Growth
Fund of the Fund (the "Fund") securities investment advisory services for that
Fund, subject to requisite approvals under the Investment Company Act of 1940.
The Fund, the Adviser, and the Fund Manager are registered under the 1940 Act.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager to render
certain investment advisory services to the Fund, as set forth herein. The Fund
Manager hereby accepts such employment and agrees to perform such services on
the terms herein set forth, and for the compensation herein provided.
(2) The Fund Manager shall furnish the International Growth Fund
advice with respect to the investment and reinvestment of the assets of the
International Growth Fund, or such portion of the assets of the Fund as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the series as set forth in the
Fund's most recent Registration Statement and the Fund's governing documents.
(3) The Fund Manager shall perform a monthly reconciliation of the
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.
(4) The Fund Manager shall for all purposes herein be deemed to be
an independent contractor. The Fund Manager has no authority to act for or
represent the Fund or the series in any way
<PAGE> 2
except to direct securities transactions pursuant to its investment advice
hereunder. The Fund Manager is not an agent of the Fund or the series.
(5) It is understood that the Fund Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
series.
(6) (a) The Adviser agrees to pay as compensation to the Fund
Manager for its services to be furnished under this Agreement, with respect to
each calendar month after the effective date of this Agreement, on the twentieth
(20th) day after the close of each calendar month, a sum equal to 0.033 of 1% of
the average of the daily closing net asset value of the Fund managed by the Fund
Manager during such month (that is, 0.40 of 1% per year) for the first
$100,000,000 of assets under management; a sum equal to 0.029 of 1% of the
average of the daily closing net asset value of the Fund during such month (that
is, 0.35 of 1% per year) for assets between $100,000,000 to $200,000,000 under
management; and a sum equal to 0.025 of 1% of the average of the daily closing
net asset value of the Fund during such month (that is, 0.30 of 1% per year) for
assets between $200,000,000 and $500,000,000; and a sum equal to 0.0208 of 1%
(that is, 0.25% per year) for assets in excess of $500,000,000.
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Fund shall be computed in the manner specified
in the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the Fund's
shares.
(7) The services of the Fund Manager hereunder are not to
be deemed to be exclusive, and the Fund Manager is free to render services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ others
to furnish factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is furnished
hereunder. The Fund Manager may, from time to time hereafter, act as investment
adviser to one or more other investment companies and fiduciary or other managed
accounts, provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more companies or
accounts managed by the Fund Manager which have available funds for investment,
the available securities will be allocated in a manner believed by the Fund
Manager to be equitable to each company or account.
(8) In the absence of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Fund Manager shall not be
liable to the Fund, the series or the Adviser or to any shareholder or
shareholders of the Fund, the series or the Adviser for any mistake of judgment,
act or omission in the course of, or connected with, the services to be rendered
by the Fund Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent
the investment professionals of the Fund Manager who are responsible for
investing assets of the Fund from taking, at any time, a short position in any
shares of any holdings of any series of the Fund for any accounts in which such
individuals have a beneficial interest, excluding short positions, including
without limitation, short against-the-box positions, effected for tax reasons.
The Fund Manager also will cooperate with the
<PAGE> 3
Fund in adopting a written policy prohibiting insider trading with respect to
Fund series transactions insofar as such transactions may relate to the Fund
Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Fund, the Fund Manager is authorized to select
the brokers or dealers that will execute purchase and sale transactions for the
Fund, and is directed to use its best efforts to obtain the best available price
and most favorable execution with respect to such purchases and sales of Fund
securities for the Fund. Subject to this primary requirement, and maintaining as
its first consideration the benefits for the Funds and its shareholders, the
Fund Manager shall have the right, subject to the approval of the Board of
Directors of the Fund and of the Adviser, to follow a policy of selecting
brokers and dealers who furnish statistical research and other services to the
Fund, the Adviser, or the Fund Manager and, subject to the Conduct Rules of the
National Association of Securities Dealers, Inc., to select brokers and dealers
who sell shares of series of the Fund.
(11) The Fund may terminate this Agreement by thirty (30) days
written notice to the Adviser and the Fund Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by vote of
a majority of its outstanding voting securities. The Adviser may terminate this
Agreement by thirty (30) days written notice to the Fund Manager and the Fund
Manager may terminate this Agreement by thirty (30) days written notice to the
Adviser, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provision of Section 15 (a) of the Investment Company
Act of 1940, in which event this Agreement shall remain in full force and
effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until March 1, 2000
and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
Directors who are not parties to this Agreement of interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Fund
Manager, its officers and directors and each person, if any, who controls the
Fund Manager within the meaning of Section 15 of the Securities Act of 1933 (any
and all such persons shall be referred to as "Indemnified Party"), against any
loss, liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
from the Indemnified Party's performance or non-performance of any duties under
this Agreement. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Fund Manager's
Agreement or (ii) is the Adviser to be liable under this indemnity with respect
to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Fund Manager or such
controlling persons.
The Fund Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section
<PAGE> 4
15 of the Securities Act of 1933, against any loss, liability, claim, damage or
expense described in the foregoing indemnity, but only with respect to the Fund
Manager's willful misfeasance, bad faith or gross negligence in the performance
of its duties under this Fund Manager's Agreement. In case any action shall be
brought against the Adviser or any person so indemnified, in respect of which
indemnity may be sought against the Fund Manager, the Fund Manager shall have
the rights and duties given to the Adviser, and the Adviser and each person so
indemnified shall have the rights and duties given to the Fund Manager by the
provisions of subsection (i) and (ii) of this section.
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Fund Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Fund Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
(17) This Agreement shall terminate automatically in the event
of any transfer or assignment thereof, as defined in the 1940 Act.
(18) If any provision of this Agreement shall be held or made
invalid by a count decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------- --------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------- --------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
VONTOBEL USA, INC.
(SEAL)
ATTEST: /s/ THOMAS WITTWER By: /s/ HEINRICH SCHLEGEL
---------------------------- --------------------------------
Secretary
<PAGE> 1
EXHIBIT (D)(X)
GLOBAL FINANCIAL SERVICES FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 23rd day of September, 1998, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Sanford C. Bernstein & Co., Inc., a New York corporation
(hereinafter referred to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1995 with the Fund ("Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render
investment advisory and certain other management services to all of the
portfolios of the Fund (the "Portfolios"), and the Fund has agreed to employ the
Adviser to render such services and to pay to the Adviser certain fees
therefore. The Investment Adviser's Agreement recognizes that the Adviser may
enter into agreements with other investment advisers who will serve as fund
managers to the Portfolios.
(B) The parties hereto wish to enter into an agreement whereby the Fund
Manager will provide to the Global Financial Services Portfolio of the Fund (the
"Global Fund") securities investment advisory services for the Global Fund.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager to render
certain investment advisory services to the Global Fund, as set forth herein.
The Fund Manager hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Fund Manager shall furnish the Global Fund advice with
respect to the investment and reinvestment of the assets of the Global Fund, or
such portion of the assets of the Global Fund as the Adviser shall specify from
time to time, in accordance with the investment objectives, restrictions and
limitations applicable to the Global Fund which are set forth in the Fund's most
recent Registration Statement.
(3) The Fund Manager shall perform a monthly reconciliation of the
Global 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.
(4) The Fund Manager shall for all purposes herein be deemed to be
an independent contractor. The Fund Manager has no authority to act for or
represent the Fund or the Portfolios in any
<PAGE> 2
way except to direct securities transactions pursuant to its investment advice
hereunder. The Fund Manager is not an agent of the Fund or the Portfolios.
(5) It is understood that the Fund Manager does not, by this
Agreement, undertake to assume or pay any costs or expenses of the Fund or the
Portfolios.
(6) (a) The Adviser agrees to pay the Fund Manager for its
services to be furnished under this Agreement, with respect to each calendar
month after the effective date of this Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.042 of 1% of the
average of the daily closing net asset value of the Global Fund managed by the
Fund Manager during such month (that is, 0.50 of 1% per year) for the first
$100,000,000 of assets under management; a sum equal to 0.033 of 1% of the
average of the daily closing net asset value of the Global Fund during such
month (that is, 0.40% per year) for assets from $100,000,000 to $300,000,000;
and a sum equal to 0.025 of 1% of the average of the daily closing net asset
value of the Global Fund during such month (that is, 0.30 of 1% per year) for
assets over $300,000,000.
0
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the value of such
net assets in connection with the determination of the net asset value of the
Global Fund shares.
(7) The services of the Fund Manager hereunder are not to
be deemed to be exclusive, and the Fund Manager is free to render services to
others and to engage in other activities so long as its services hereunder are
not impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ others
to furnish factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is furnished
hereunder.
(8) In the absence of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Fund Manager shall not be
liable to the Fund, the Global Fund or the Adviser or to any shareholder or
shareholders of the Fund, the Global Fund or the Adviser for any mistake of
judgment, act or omission in the course of, or connected with, the services to
be rendered by the Fund Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent
the investment professionals of the Fund Manager who are responsible for
investing assets of the Global Fund from taking, at any time, a short position
in any shares of any holdings of the Global Fund for any accounts in which such
individuals have a beneficial interest, excluding short positions, including
without limitation, short against-the-box positions, effected for tax reasons.
The Fund Manager also will cooperate with the Fund in adopting a written policy
prohibiting insider trading with respect to Global Fund transactions insofar as
such transactions may relate to the Fund Manager.
(10) In connection with the management of the investment
and reinvestment of the assets of the Global Fund, the Fund Manager is
authorized to select the brokers or dealers that will execute purchase and sale
transactions for the Global Fund, and is directed to use its best efforts to
obtain
<PAGE> 3
the best available price and most favorable execution with respect to such
purchases and sales of portfolio securities for the Global Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits for
the Global Fund and its shareholders, the Fund Manager shall have the right,
subject to the approval of the Board of Directors of the Fund and of the
Adviser, to follow a policy of selecting brokers and dealers who furnish
statistical research and other services to the Global Fund, the Adviser, or the
Fund Manager and, subject to the Conduct Rules of the National Association of
Securities Dealers, Inc., to select brokers and dealers who sell shares of the
Portfolios.
In lieu of selecting broker-dealers to execute transactions in
domestic equities for the Global Fund, the Fund Manager may execute such
transactions for the Global Fund provided that it "steps-out" such transactions
to the broker-dealers selected by the Fund Manager. A step-out is a service
provided by the New York Stock Exchange and other markets which allows the Fund
Manager to provide the Global Fund with the benefit of the Fund Manager's
execution capabilities at no additional charge and then transfer or "step-out"
the confirmation and settlement responsibilities of such transactions to the
broker-dealer(s) selected by the Fund Manager. In connection with a step-out,
transaction charges shall be paid by the Global Fund to the broker-dealers
selected by the Fund Manager and not to the Fund Manager.
In addition to selecting brokers or dealers to execute
transactions for the Global Fund, the Fund Manager may, subject to obtaining
best execution, also act as a broker for the Global Fund from time to time at
rates not exceeding the usual and customary broker's commission. Under Federal
law, the Fund Manager must obtain the Fund's and the Adviser's consent to effect
agency cross transactions for the Global Fund, which consent is hereby granted.
The Fund Manager represents, warrants and covenants that all agency cross
transactions for the Global Fund will be effected by the Fund Manager strictly
in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940. An
agency cross transaction is where the Fund Manager purchases or sells securities
from or to a non-managed account on behalf of a client's managed account.
Pursuant to this consent, the Fund Manager will not effect agency cross
transactions between two managed accounts, that is, the Fund Manager will only
effect an agency cross transaction for the Global Fund with a non-managed
account. When the Fund Manager crosses transactions in connection with a
step-out, the Fund Manager will receive a commission from the transaction only
with respect to the non-managed account and will not receive a commission from
the transaction with respect to the Global Fund. In an agency cross transaction
where the Fund Manager acts as broker for Global Fund, the Fund Manager receives
commissions from both sides of the trade and there is a potentially conflicting
division of loyalties and responsibilities. However, as both sides to the trade
want to execute the transaction at the best price without moving the market
price in either direction, the Fund Manager believes that an agency cross
transaction will aid both sides to the trade in obtaining the best price for the
trade. THE FUND OR THE ADVISER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE
FUND MANAGER AT ANY TIME.
(11) The Fund may terminate this Agreement by thirty (30) days
written notice to the Adviser and the Fund Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by vote of
a majority of its outstanding voting securities. The Adviser may terminate this
Agreement by thirty (30) days written notice to the Fund Manager and the Fund
Manager may terminate this Agreement by thirty (30) days written notice to the
Adviser, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provision of Section 15 (a) of the Investment Company
Act of 1940, in which event this Agreement shall remain in full force and
effect.
<PAGE> 4
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until January 1,
1999 and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
Directors who are not parties to this Agreement of interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Fund
Manager, its officers and directors and each person, if any, who controls the
Fund Manager within the meaning of Section 15 of the Securities Act of 1933 (any
and all such persons shall be referred to as "Indemnified Party"), against any
loss, liability, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages or expense and
reasonable counsel fees incurred in connection therewith), arising by reason of
any matter to which this Fund Manager's Agreement relates. However, in no case
(i) is this indemnity to be deemed to protect any particular Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Fund Manager's Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have notified
the Adviser in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Fund Manager or such controlling persons.
The Fund Manager shall indemnify and hold harmless the
Adviser and each of its directors and officers and each person if any who
controls the Adviser within the meaning of Section 15 of the Securities Act of
1933, against any loss, liability, damage or expense described in the foregoing
indemnity, but only with respect to the Fund Manager's willful misfeasance, bad
faith or gross negligence in the performance of its duties under this Fund
Manager's Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought against
the Fund Manager, the Fund Manager shall have the rights and duties given to the
Adviser, and the Adviser and each person so indemnified shall have the rights
and duties given to the Fund Manager by the provisions of subsection (i) and
(ii) of this Paragraph 13.
(14) Except as otherwise provided in Paragraph 13 hereof and
as may be required under applicable federal law, this Fund Manager's Agreement
shall be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a
reasonable period of time regarding a material change in the membership of the
Fund Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
(17) Unless otherwise permitted, all notices, instructions and
advice with respect to security transactions or any other matters contemplated
by this Agreement shall be deemed duly given when received in writing:
<PAGE> 5
by the Fund Manager: Joseph Lawrence
Sanford C. Bernstein & Co., Inc.
Phillips Point - West Tower
777 South Flagler Drive
West Palm Beach, FL 33401-6135
with a copy to: Managing Director - Institutional Asset Advisors
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185
by the Adviser:
-------------------------------------------
by the Fund:
-------------------------------------------
or by such other person or persons at such address or addresses as shall be
specified by the applicable party, in each case, in a notice similarly given.
Each party may rely upon any notice or other communication from the other
reasonably believed by it to be genuine.
(18) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same agreement.
(19) This Agreement constitutes the entire agreement between
the Fund Manager, the Adviser and the Fund relating to the Global Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
--------------------------- ------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
---------------------------- ------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
SANFORD C. BERNSTEIN & CO., INC.
(SEAL)
ATTEST: /s/ JEAN MARGO REID By: /s/ J. PHILIP CLARK
---------------------------- ------------------------------------
Secretary J. Philip Clark, Vice President and
Managing Director
<PAGE> 1
EXHIBIT (D)(XI)
GOVERNMENT SECURITIES PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made this 14th day of March 1992, is by and between
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter referred
to as the "Adviser"), and TCW Funds Management, Inc., a California corporation
(hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of September 14, 1987 with The Enterprise Group of Funds, Inc., a
Maryland corporation (the "Fund"), a copy of which agreement is attached hereto
as Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the Portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay to the
Adviser certain fees therefor. The Investment Adviser's Agreement recognizes
that the Adviser may enter into agreements with other investment advisers who
will serve as Portfolio Managers to the Portfolios of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Government Securities Portfolio of the
Fund (the "Portfolio") securities investment advisory services for that
Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Adviser
and the Portfolio Manager agree as follows:
(1) The Adviser hereby employs the Portfolio Manager to render
certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees
to perform such services on the terms herein set forth, and for the
compensation herein provided.
(2) The Portfolio Manager shall furnish the Portfolio advice
with respect to the investment and reinvestment of the assets of the
Portfolio, or such portion of the assets of the Portfolio as the
Adviser shall specify from time to time, in accordance with the
investment objectives, restrictions and limitations of the Portfolio as
set forth in Exhibit B attached hereto and made a part hereof.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the Portfolio to the holdings report provided by the
Fund's custodian and bring any material or significant variances
regarding holding or valuation to the attention of the Adviser.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no
authority to act for or represent the Fund
1
<PAGE> 2
or the Portfolio in any way except to direct securities transactions
pursuant to its investment advice hereunder. The Portfolio Manager is
not an agent of the Fund or the Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the
Fund or the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for
its services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum
equal to .0250 of 1% of the average of the daily closing net asset
values of the Portfolio managed by the Portfolio Manager during such
month (that is, .30 of 1% per year) for the first FIFTY-MILLION DOLLARS
($50,000,000.00) under management, and a sum equal to .0208 of 1% of
the average of the daily closing net asset values of the Portfolio
thereafter in excess of FIFTY-MILLION DOLLARS ($50,000,000.00), managed
by the Portfolio Manager during such month (that is, .25 of 1% per
year).
(6)(b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full
month in the event of termination of this Agreement on a day that is
not the end of a calendar month.
(6)(c) For the purposes of this Paragraph 6, the daily closing
net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the
value of such net assets in connection with the determination of the
net asset value of the Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not
to be deemed to be exclusive, and the Portfolio Manager is free to
render services to others and to engage in other activities so long as
its services hereunder are not impaired thereby. Without in any way
relieving the Portfolio Manager of its responsibilities hereunder, it
is agreed that the Portfolio Manager may employ others to furnish
factual information economic advice and/or research, and investment
recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or
reckless disregard of its obligations and duties hereunder, the
Portfolio Manager shall not be liable to the Fund, the Portfolio or
the Adviser or to any shareholder or shareholders of the Fund, the
Portfolio or the Adviser for any mistake of judgment, act or omission
in the course of, or connected with, the services to be rendered by the
Portfolio Manager hereunder; except that the Portfolio Manager shall be
held liable for any losses directly resulting from its negligent
management which directly result in incorrect, delayed or omitted trade
advices arising from the Portfolio Manager's negligence which directly
result in mispricing the Portfolio; and the Portfolio Manager shall be
obligated to make the Portfolio whole and absorb related transfer agent
costs which result from the transaction.
(9) The Portfolio Manager will take necessary steps to
prevent the investment professionals of the Portfolio Manager who are
responsible for investing assets of the Portfolio from taking, at any
time, a short position in any shares of any Portfolio of the Fund. The
Portfolio Manager also will cooperate with the Fund in adopting a
written policy prohibiting
2
<PAGE> 3
insider trading with respect to Fund Portfolio transactions insofar as
such transactions may relate to the Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase
and sale transactions for the Portfolio, and is directed to use its
best efforts to obtain the best available price and most favorable
execution with respect to such purchases and sales of portfolio
securities for the Fund. Subject to this primary requirement, and
maintaining as its first consideration the benefits for the Portfolio
and its shareholders, the Portfolio Manager shall have the right,
subject to the approval of the Board of Directors of the Fund and of
the Adviser, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Portfolio, the
Adviser or the Portfolio Manager and, subject to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., to
select brokers and dealers who sell shares of Portfolios of the Fund.
(11) The Fund may terminate this Agreement by sixty days
written notice to the Adviser and the Portfolio Manager at any time,
without the payment of any penalty, by vote of the Fund's Board of
Directors, or by vote of a majority of its outstanding voting
securities. The Adviser may terminate this Agreement by sixty days
written notice to the Portfolio Manager and the Portfolio Manager may
terminate this Agreement by sixty days written notice to the Adviser,
without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by
the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provisions of Section 15(a) of the
Investment Company Act of 1940, in which event this Agreement shall
remain in full force and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until May
1, 1993 and from year to year thereafter if its continuance after said
date: (1) is specifically approved on or before said date and at least
annually thereafter by vote of the Board of Directors of the Fund,
including a majority of those directors who are not parties to this
Agreement of interested persons of any such party, or by vote of a
majority of the outstanding voting securities of the Fund, and (2) is
specifically approved at least annually by the vote of a majority of
directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called
for the purpose of voting on such approval.
(13) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company
Act of 1940 as now in effect or as hereafter amended.
(SIGNATURES ON FOLLOWING PAGE)
3
<PAGE> 4
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By:/s/ VICTOR UGOLYN
---------------------------------
Victor Ugolyn, President
ATTEST: /s/ CATHERINE R. MCCLELLAN
-----------------------------
Secretary or
Assistant Secretary
TCW FUNDS MANAGEMENT, INC.
(SEAL)
By: /s/ MICHAEL CAHILL
---------------------------------
(name, title)
By: /s/ MARIE M. BENDER
---------------------------------
(name, title)
ATTEST: /s/ MARIE M. BENDER
----------------------------
Secretary or
Assistant Secretary
4
<PAGE> 5
EXHIBIT A
THE ENTERPRISE GROUP OF FUNDS, INC.
INVESTMENT ADVISER'S AGREEMENT
THIS AGREEMENT, made this 14th day of September, 1987, is by and
between The Enterprise Group of Funds, Inc., a Maryland corporation
(hereinafter referred to as the "Fund"), and Enterprise Capital Management
Inc., a Georgia corporation (hereinafter referred to as the "Adviser").
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund and
the Adviser agree as follows:
(1) The Fund hereby employs the Adviser to act as the Investment
Adviser of the Fund, and in addition, to render certain other services to the
Fund, all as set forth herein. The Adviser hereby accepts such employment and
agrees to perform such services on the terms set forth, and for the
compensation herein provided.
(2) The Adviser will furnish each Portfolio of the Fund advice with
respect to the investment and reinvestment of the assets of each Portfolio of
the Fund in accordance with the investment objectives of each such Portfolio as
set forth in any currently effective registration statement with the Securities
and Exchange Commission (the "SEC") with respect to securities of the Fund.
(3) In carrying out its duties hereunder, it is contemplated that the
Adviser will select and employ subinvestment adviser Portfolio Managers for the
respective Portfolios of the Fund, subject to compliance with the provisions of
Section 15 of the Investment Company Act of 1940, as amended.
(4) The Adviser will for all purposes herein be deemed to be an
independent contractor. The Adviser has no authority to act for or represent the
Fund in any way and is not an agent of the Fund.
(5) The Adviser will, at its own expense, furnish to the Fund directly
or through any of the Adviser's subsidiaries, office facilities, including
space, furniture and equipment, and, to the extent that such services are not
being provided by others under contract with the Fund, personnel for the
managing of the affairs of, service of, the investment of, and keeping the books
and records of the Fund, including clerical, research, statistical and
investment work, but not including duties or services which are customarily
performed for an open-end management investment company by its Board of
Directors, custodian, transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel.
Personnel provided shall be persons satisfactory to the Board of
Directors of the Fund to serve as officers of the Fund, including a President,
one or more Vice Presidents, a Secretary, a Treasurer and such additional
officers and employees as may reasonably be necessary for the execution of its
duties under this Agreement.
The personnel and facilities furnished as aforesaid shall be subject
to the control and direction of the Board of Directors of the Fund. Such
personnel shall be employees of the Fund,
1
<PAGE> 6
notwithstanding that some or all of their compensation and expenses of their
employment may be paid by the Adviser.
(6) It is understood that the Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of the Fund except those
specifically stated herein to be payable by the Adviser. In connection
therewith, the Adviser understands that the Fund pays and shall continue to pay
the following expenses (which shall not be a limiting statement of such
expenses):
(a) The fees, compensation and traveling expenses of the Directors
of the Fund,
(b) Telephone, telegraphic and postage expenses related to
communications between Directors and officers of the Fund, other than
those provided by the Adviser,
(c) The fees of any custodian, transfer agent, registrar or
dividend disbursing agent of the Fund.
(d) Compensation of the Fund's auditors and counsel, including
compensation and costs relating to litigation.
(e) Franchise, income and original issue taxes relating to the Fund
and its securities,
(f) Fees and legal expenses incurred in qualifying the shares of the
Fund for sale with any state regulatory agency in the several states,
and the fees and expenses of maintaining, renewing, increasing or
amending such qualifications,
(g) Insurance premiums or interest on indebtedness,
(h) Association dues,
(i) Fees and expenses involved in registering and maintaining
registrations of the Fund and of its shares with the SEC, including the
preparation and printing of prospectuses.
(j) Costs of printing and mailing reports to shareholders, proxy
statements, dividends notices and other communications to shareholders,
as well as all expenses of shareholders and Directors meetings,
(k) Cost of printing of stock certificates,
(l) Broker's commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is
a party, and
(m) Business licenses, intangible and franchise taxes.
Costs relating to the Fund's dividends and capital gains
reinvestment program and other shareholder plans will not be borne by the Fund
except to the extent of the normal cost to the Fund of issuing shares. All
other costs relating to such programs and plans will be borne by the Adviser.
(7) The Fund agrees to pay the Adviser for its services and facilities
to be furnished under this Agreement, within 15 days after the close of each
calendar month after the effective date of this
2
<PAGE> 7
Agreement, the amounts equal to the percentages of the average of the daily
closing net asset values of the respective Portfolios of the Fund that are set
forth in Schedule A hereto. Subject to the requirements of Section 15 of the
Investment Company Act of 1940, such Schedule A may be amended from time to time
by agreement between the fund and the Adviser with respect to existing
Portfolios of the Fund or as new Portfolios are added to the Fund.
(8) The services of the Adviser hereunder are not to be deemed to be
exclusive, and the Adviser is free to render services to others and to engage in
other activities so long as its services hereunder are not impaired thereby.
Without in any way relieving the Adviser of its responsibilities hereunder, it
is agreed that the Adviser may employ others to furnish factual information,
economic advice and/or research, and investment recommendations, upon which its
investment advice and service is furnished hereunder.
(9) In the absence of willful misfeasance, bad faith or gross negligence
in the performance of its duties hereunder, or reckless disregard of its
obligations and duties hereunder, the Adviser shall not be liable to the Fund or
to any shareholder or shareholders of the Fund for any mistake of judgment, act
or omission in the course of, or connected with, the services to be rendered by
the Adviser hereunder.
(10) Subject to and in accordance with the articles of incorporation and
by-laws of the Fund and of the Adviser, it is agreed that the Directors,
officers, employees and shareholders of the Fund are or may become interested in
the Adviser as Directors, officers, employees, shareholders or otherwise, and
that Directors, officers, employees and shareholders of the Adviser are or may
be become similarly interested in the Fund and that the Adviser may be or become
interested in the Fund as a shareholder, or otherwise.
(11) The Adviser will not take, and it will take necessary steps to
prevent its officers and directors from taking, at any time, a short position in
any shares of the Fund. The Adviser also will cooperate with the Fund in
adopting a written policy prohibiting insider trading with respect to Fund
portfolio transactions.
(12) In connection with the management of the investment and
reinvestment of the assets of the Fund and subject to review by the Fund's Board
of Directors, the Adviser is authorized to select the brokers or dealers that
will execute purchase and sale transactions for each Portfolio of the Fund and,
at its option, at all times or from time to time to permit the respective
Portfolio Managers to make such selections, subject to the review of the
Adviser. In connection with such activity, the Adviser is directed to use its
best efforts to obtain the best available price and most favorable execution
with respect to all such purchases and sales of portfolio securities for the
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Fund, its Portfolios and its shareholders,
the Adviser shall have the right, subject to the control of the Board of
Directors of the Fund, to follow a policy of selecting brokers and dealers who
furnish statistical research and other services to the Fund, the Adviser or any
Portfolio Manager and, subject to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., to consider sales of shares of the
Portfolios as a factor in the selection of brokers or dealers.
With respect to Section 11(a) of the Securities Exchange Act of 1934
and Rule 11(a)2-2(T) thereunder, the Fund hereby expressly consents and agrees
that any associated person of the Adviser, including without limitation, FSC
Securities Corporation, may effect securities transactions for the account of
any Portfolio of the Fund on any national securities exchange of which such
associated
3
<PAGE> 8
person is a member, and that the Adviser and such associated person may receive
or retain compensation in connection therewith.
On occasions when the Adviser deems the purchase or sale of a security
or other investment to be in the best interest of any Portfolio of the Fund as
well as other Portfolios of the Fund, the Adviser may, to the extent permitted
by applicable law and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner that it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and each of its
Portfolios.
(13) The Fund may terminate this Agreement by sixty days written notice
to the Adviser at any time, without the payment or any penalty, by vote of the
Fund's Board of Directors, or by vote of a majority of its outstanding voting
securities, and the Adviser may terminate this Agreement by sixty days written
notice to the Fund, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provisions of Section 15(a) of the Investment
Company Act of 1940, in which event this Agreement shall remain in full force
and effect.
(14) Subject to prior termination as provided above, this Agreement
shall continue in force from the date of execution until August 31, 1989, and
from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
directors who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund; and (2) is specifically approved at least annually by the vote of a
majority of directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
(15) This Agreement may be amended at any time by mutual consent of the
parties; provided, that such consent on the part of the Fund shall have been
approved by a vote of the majority of the outstanding voting securities of the
Fund; but further provided, that this limitation shall not prevent any minor
amendments to the Agreement which may be required by federal or state regulatory
bodies, which amendments may be made without shareholder approval.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended.
4
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ LEILANI S. HALL By: /s/ E. JAMES WISNER
------------------------ ---------------------------
Its: President
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
By: /s/ E. JAMES WISNER
ATTEST: /s/ LEILANI S. HALL --------------------------
----------------------- Its: President
5
<PAGE> 10
THE ENTERPRISE GROUP OF FUNDS, INC.
EXHIBIT B
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIO
Government Securities Portfolio
The objective of the Government Securities Portfolio is current income and
safety of principal primarily from securities that are obligations of the U.S.
Government, its agencies and instrumentalities ("U.S. Government Securities").
It is a fundamental policy of the Portfolio, which may not be changed
without shareholder approval, that under normal conditions at least 80% of the
value of its net assets will be invested in U.S. Government Securities.
The remainder of the Portfolio's assets may be invested in repurchase
agreements, bankers acceptances, bank certificates of deposit, commercial paper
and similar money market instruments, corporate bonds and other mortgage-related
securities (including collateralized mortgage obligations or "CMOs") at such
times and in such amounts as the Portfolio Manager deems appropriate consistent
with the Portfolio's investment objective. In making such investments, the
Portfolio Manager seeks income but gives careful attention to security of
principal and considers such factors as marketability and diversification.
U.S. Government Securities consist of direct obligations of the U.S.
Treasury (such as treasury bills, treasury notes and treasury bonds) and
securities issued or guaranteed by agencies and instrumentalities of the United
States Government. Those securities issued by agencies or instrumentalities may
or may not be backed by the full faith and credit of the United States. An
example of full faith and credit securities is securities issued by the
Government National Mortgage Association ("GNMA Certificates"). Examples of
agencies or instrumentalities whose securities are not backed by the full faith
and credit of the United States are the Federal Farm Credit System, the Federal
Home Loan Banks, the Tennessee Valley Authority, the United States Postal
Service and the Export-Import Bank.
The Portfolio Manager shall be subject to the restrictions and limitations
of investments as described in the Prospectus or any subsequent Prospectus.
6
<PAGE> 1
EXHIBIT (D)(XII)
HIGH YIELD BOND FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 11th day of November, 1998, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation,
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter
referred to as the "Adviser"), and Caywood-Scholl Capital Management, a
California corporation, Dresdner RCM Global Investors LLC Company (hereinafter
referred to as the "Fund Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of September 14, 1987, with the Fund ("Investment Adviser's
Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has
agreed to render investment advisory and certain other management services to
all of the portfolios of the Fund, and the Fund has agreed to employ the
Adviser to render such services and to pay to the Adviser certain fees
therefore. The Investment Adviser's Agreement recognizes that the Adviser may
enter into agreements with other investment advisers who will serve as fund
managers to the Portfolios.
(B) The parties hereto wish to enter into an agreement whereby the
Fund Manager will provide to the High Yield Bond Fund of the Fund (the "High
Yield Fund") securities investment advisory services for the High Yield Fund.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:
(1) The Fund and Adviser hereby employ the Fund Manager
to render certain investment advisory services to the High Yield Fund, as set
forth herein. The Fund Manager hereby accepts such employment and agrees to
perform such services on the terms herein set forth, and for the compensation
herein provided.
(2) The Fund Manager shall furnish the High Yield Fund
advice with respect to the investment and reinvestment of the assets of the
High Yield Fund, or such portion of the assets of the High Yield Fund as the
Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations applicable to the High Yield Fund
which are set forth in the Fund's most recent Registration Statement.
(3) The Fund Manager shall perform a monthly
reconciliation of the High Yield 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.
(4) The Fund Manager shall for all purposes herein be
deemed to be an independent contractor. The Fund Manager has no authority to
act for or represent the Fund or the Portfolios in any
<PAGE> 2
way except to direct securities transactions pursuant to its investment advice
hereunder. The Fund Manager is not an agent of the Fund or the Portfolios.
(5) It is understood that the Fund Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolios.
(6) (a) The Adviser agrees to pay the Fund Manager for its
services to be furnished under this Agreement, with respect to each calendar
month after the effective date of this Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.025 of 1% of the
average of the daily closing net asset value of the High Yield Fund managed by
the Fund Manager during such month (that is, 0.30 of 1% per year) for the first
$100,000,000 of assets under management; and a sum equal to 0.0208 of 1% of the
average of the daily closing net asset value of the High Yield Fund during such
month (that is, 0.25 of 1% per year) for assets over $100,000,000.
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the value of
such net assets in connection with the determination of the net asset value of
the High Yield Fund shares.
(7) The services of the Fund Manager hereunder are not
to be deemed to be exclusive, and the Fund Manager is free to render services
to others and to engage in other activities so long as its services hereunder
are not impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ
others to furnish factual information, economic advice and/or research, and
investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Fund Manager shall not
be liable to the Fund, the High Yield Fund or the Adviser or to any shareholder
or shareholders of the Fund, the High Yield Fund or the Adviser for any mistake
of judgment, act or omission in the course of, or connected with, the services
to be rendered by the Fund Manager hereunder.
(9) The Fund Manager will take necessary steps to prevent
the investment professionals of the Fund Manager who are responsible for
investing assets of the High Yield Fund from taking, at any time, a short
position in any shares of any holdings of the High Yield Fund for any accounts
in which such individuals have a beneficial interest, excluding short
positions, including without limitation, short against-the-box positions,
effected for tax reasons. The Fund Manager also will cooperate with the Fund in
adopting a written policy prohibiting insider trading with respect to High
Yield Fund transactions insofar as such transactions may relate to the Fund
Manager.
(10) In connection with the management of the investment
and reinvestment of the assets of the High Yield Fund, the Fund Manager is
authorized to select the brokers or dealers that will execute purchase and sale
transactions for the High Yield Fund, and is directed to use its best efforts
to obtain the best available price and most favorable execution with respect to
such purchases and sales of portfolio securities for the High Yield Fund.
Subject to this primary requirement, and maintaining as its
<PAGE> 3
first consideration the benefits for the High Yield Fund and its shareholders,
the Fund Manager shall have the right, subject to the approval of the Board of
Directors of the Fund and of the Adviser, to follow a policy of selecting
brokers and dealers who furnish statistical research and other services to the
High Yield Fund, the Adviser, or the Fund Manager and, subject to the Conduct
Rules of the National Association of Securities Dealers, Inc., to select
brokers and dealers who sell shares of the Portfolios.
(11) The Fund may terminate this Agreement by thirty (30)
days written notice to the Adviser and the Fund Manager at any time, without
the payment of any penalty, by vote of the Fund's Board of Directors, or by
vote of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the Fund Manager
and the Fund Manager may terminate this Agreement by thirty (30) days written
notice to the Adviser, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its assignment, unless an order is issued
by the Securities and Exchange Commission conditionally or unconditionally
exempting such assignment from the provision of Section 15 (a) of the
Investment Company Act of 1940, in which event this Agreement shall remain in
full force and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until December 31,
1999 and from year to year thereafter if its continuance after said date: (1)
is specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a majority
of those Directors who are not parties to this Agreement of interested persons
of any such party, or by vote of a majority of the outstanding voting
securities of the Fund, and (2) is specifically approved at least annually by
the vote of a majority of Directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the
Fund Manager, its officers and directors and each person, if any, who controls
the Fund Manager within the meaning of Section 15 of the Securities Act of 1933
(any and all such persons shall be referred to as "Indemnified Party"), against
any loss, liability, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages or expense and
reasonable counsel fees incurred in connection therewith), arising by reason of
any matter to which this Fund Manager's Agreement relates. However, in no case
(i) is this indemnity to be deemed to protect any particular Indemnified Party
against any liability to which such Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Fund Manager's Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have notified
the Adviser in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Fund Manager or such controlling persons.
The Fund Manager shall indemnify and hold harmless
the Adviser and each of its directors and officers and each person if any who
controls the Adviser within the meaning of Section 15 of the Securities Act of
1933, against any loss, liability, damage or expense described in the foregoing
indemnity, but only with respect to the Fund Manager's willful misfeasance, bad
faith or gross negligence in the performance of its duties under this Fund
Manager's Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought against
the Fund Manager, the Fund Manager shall have the rights and duties given to
the Adviser, and the Adviser and each person so indemnified shall have the
rights and duties given to the Fund Manager by the provisions of subsection (i)
and (ii) of this Paragraph 13.
<PAGE> 4
(14) Except as otherwise provided in Paragraph 13 hereof
and as may be required under applicable federal law, this Fund Manager's
Agreement shall be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within
a reasonable period of time regarding a material change in the membership of
the Fund Manager.
(16) The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) Unless otherwise permitted, all notices, instructions
and advice with respect to security transactions or any other matters
contemplated by this Agreement shall be deemed duly given when received in
writing:
<TABLE>
<S> <C>
by the Fund Manager: James R. Caywood
Managing Director and Chief Executive Officer
Caywood-Scholl Capital Management, Dresdner RCM Global Investors LLC
Company
4350 Executive Drive, Suite 125
San Diego, CA 92121
by the Adviser: Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
by the Fund: The Enterprise Group of Funds, Inc. c/o Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
</TABLE>
or by such other person or persons at such address or addresses as shall be
specified by the applicable party, in each case, in a notice similarly given.
Each party may rely upon any notice or other communication from the other
reasonably believed by it to be genuine.
(18) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same agreement.
(19) This Agreement constitutes the entire agreement
between the Fund Manager, the Adviser and the Fund relating to the High Yield
Fund.
<PAGE> 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunder
duly affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
<TABLE>
<S> <C>
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
------------------------------ -------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
------------------------------ -------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
CAYWOOD-SCHOLL CAPITAL MANAGEMENT,
DRESDNER RCM GLOBAL INVESTORS LLC
COMPANY
(SEAL)
ATTEST: /s/ ROBERT J. GOLDSTEIN By: /s/ ALLEN C. MARTIN
------------------------------ -------------------------------
Secretary Allan C. Martin,
Managing Director
</TABLE>
<PAGE> 1
EXHIBIT (D)(XIII)
TAX-EXEMPT INCOME PORTFOLIO
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
PORTFOLIO MANAGER'S AGREEMENT
THIS AGREEMENT, made the 17th day of December, 1997, is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation,
Enterprise Capital Management, Inc., a Georgia corporation (hereinafter
referred to as the "Adviser"), and MBIA Capital Management Corp., a Delaware
corporation (hereinafter referred to as the "Portfolio Manager").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Adviser's Agreement
dated as of May 1, 1995 with the Fund, ("Investment Adviser's Agreement").
Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to
render investment advisory and certain other management services to all of the
Portfolios of the Fund, and the Fund has agreed to employ the Adviser to render
such services and to pay to the Adviser certain fees therefore. The Investment
Adviser's Agreement recognizes that the Adviser may enter into agreements with
other investment advisers who will serve as Portfolio Managers to the
Portfolios of the Fund.
(B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Tax-Exempt Income Portfolio of the Fund
(the " Tax-Exempt Portfolio") securities investment advisory services for that
Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
(1) The Fund and Adviser hereby employ the Portfolio Manager
to render certain investment advisory services to the Portfolio, as set forth
herein. The Portfolio Manager hereby accepts such employment and agrees to
perform such services on the terms herein set forth, and for the compensation
herein provided.
(2) The Portfolio Manager shall furnish the Tax-Exempt
Portfolio advice with respect to the investment and reinvestment of the assets
of the Tax-Exempt Portfolio, or such portion of the assets of the Portfolio as
the Adviser shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations of the Portfolio as set forth in the
Fund's most recent Registration Statement.
(3) The Portfolio Manager shall perform a monthly
reconciliation of the 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.
(4) The Portfolio Manager shall for all purposes herein be
deemed to be an independent contractor. The Portfolio Manager has no authority
to act for or represent the Fund or the Portfolios in
<PAGE> 2
any way except to direct securities transactions pursuant to its investment
advice hereunder. The Portfolio Manager is not an agent of the Fund or the
Portfolio.
(5) It is understood that the Portfolio Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolio.
(6) (a) The Adviser agrees to pay the Portfolio Manager for
its services to be furnished under this Agreement, with respect to each
calendar month after the effective date of this Agreement, on the twentieth
(20th) day after the close of each calendar month, a sum equal to 0.0125% of 1%
of the average of the daily closing net asset value of the Portfolio managed by
the Portfolio Manager during such month (that is, 0.15% of 1% per year).
(6) (b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the value of
such net assets in connection with the determination of the net asset value of
the Portfolio's shares.
(7) The services of the Portfolio Manager hereunder are not
to be deemed to be exclusive, and the Portfolio Manager is free to render
services to others and to engage in other activities so long as its services
hereunder are not impaired thereby. Without in any way relieving the Portfolio
Manager of its responsibilities hereunder, it is agreed that the Portfolio
Manager may employ others to furnish factual information, economic advice
and/or research, and investment recommendations, upon which its investment
advice and service is furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless disregard of
its obligations and duties hereunder, the Portfolio Manager shall not be liable
to the Fund, the Portfolio or the Adviser or to any shareholder or shareholders
of the Fund, the Portfolio or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by
the Portfolio Manager hereunder.
(9) The Portfolio Manager will take necessary steps to
prevent the investment professionals of the Portfolio Manager who are
responsible for investing assets of the Portfolio from taking, at any time, a
short position in any shares of any holdings of any Portfolios of the Fund for
any accounts in which such individuals have a beneficial interest, excluding
short positions, including without limitation, short against-the-box positions,
effected for tax reasons. The Portfolio Manager also will cooperate with the
Fund in adopting a written policy prohibiting insider trading with respect to
Fund Portfolio transactions insofar as such transactions may relate to the
Portfolio Manager.
(10) In connection with the management of the investment and
reinvestment of the assets of the Portfolio, the Portfolio Manager is
authorized to select the brokers or dealers that will execute purchase and sale
transactions for the Portfolio, and is directed to use its best efforts to
obtain the best available price and most favorable execution with respect to
such purchases and sales of portfolio securities for the Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits
for the Portfolios and its shareholders, the Portfolio Manager shall have the
right, subject to the approval of the Board of Directors of the Fund and of the
Adviser, to follow a policy of selecting brokers
<PAGE> 3
and dealers who furnish statistical research and other services to the
Portfolio, the Adviser, or the Portfolio Manager and, subject to the Conduct
Rules of the National Association of Securities Dealers, Inc., to select
brokers and dealers who sell shares of Portfolios of the Fund.
(11) The Fund may terminate this Agreement by thirty (30)
days written notice to the Adviser and the Portfolio Manager at any time,
without the payment of any penalty, by vote of the Fund's Board of Directors,
or by vote of a majority of its outstanding voting securities. The Adviser may
terminate this Agreement by thirty (30) days written notice to the Portfolio
Manager and the Portfolio Manager may terminate this Agreement by thirty (30)
days written notice to the Adviser, without the payment of any penalty. This
Agreement shall immediately terminate in the event of its assignment, unless an
order is issued by the Securities and Exchange Commission conditionally or
unconditionally exempting such assignment from the provision of Section 15 (a)
of the Investment Company Act of 1940, in which event this Agreement shall
remain in full force and effect.
(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until January 1,
1999 and from year to year thereafter if its continuance after said date: (1)
is specifically approved on or before said date and at least annually
thereafter by vote of the Board of Directors of the Fund, including a majority
of those Directors who are not parties to this Agreement of interested persons
of any such party, or by vote of a majority of the outstanding voting
securities of the Fund, and (2) is specifically approved at least annually by
the vote of a majority of Directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the
Portfolio Manager, its officers and directors and each person, if any, who
controls the Portfolio Manager within the meaning of Section 15 of the
Securities Act of 1933 (any and all such persons shall be referred to as
"Indemnified Party"), against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any matter to which this Portfolio
Manager's Agreement relates. However, in no case (i) is this indemnity to be
deemed to protect any particular Indemnified Party against any liability to
which such Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Portfolio Manager's Agreement or (ii) is the Adviser to be liable under this
indemnity with respect to any claim made against any particular Indemnified
Party unless such Indemnified Party shall have notified the Adviser in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Portfolio Manager or such controlling persons.
The Portfolio Manager shall indemnify and hold harmless the Adviser
and each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the Securities Act of 1933, against
any loss, liability, claim, damage or expense described in the foregoing
indemnity, but only with respect to the Portfolio Manager's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Portfolio Manager's Agreement. In case any action shall be brought
against the Adviser or any person so indemnified, in respect of which indemnity
may be sought against the Portfolio Manager, the Portfolio Manager shall have
the rights and duties given to the Adviser, and the Adviser and each person so
indemnified shall have the rights and duties given to the Portfolio Manager by
the provisions of subsection (i) and (ii) of this section.
<PAGE> 4
(14) Except as otherwise provided in paragraph 13 hereof and
as may be required under applicable federal law, this Portfolio Manager's
Agreement shall be governed by the laws of the State of Georgia.
(15) The Portfolio Manager agrees to notify the parties
within a reasonable period of time regarding a material change in the
membership of the Portfolio Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of 1940 as
now in effect or as hereafter amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunder
duly affixed and attested, as of the date first above written.
THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
------------------------------ -------------------------------
Secretary Phillip G. Goff, Vice President
ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ PHILLIP G. GOFF
------------------------------ -------------------------------
Secretary Phillip G. Goff, Vice President
MBIA CAPITAL MANAGEMENT CORP.
(SEAL)
ATTEST: /s/ (SECRETARY) By: /s/ R. M. OHANESIAN
------------------------------ -------------------------------
Secretary President
<PAGE> 1
EXHIBIT (E)(III)
[LOGO(TM)] ENTERPRISE
GROUP OF FUNDS
ENTERPRISE FUND DISTRIBUTORS, INC.
- --------------------------------------------------------------------------------
Atlanta Financial Center - 3343 Peachtree Road NE - Suite 450 -
Atlanta, GA 30326-1022
(404) 261-1116 - Facsimile (404) 261-1118 - (800) 432-4320
Dear Soliciting Broker/Dealer:
As the principal underwriter for The Enterprise Group of Funds, Inc.,
(hereinafter referred to as the "Fund"), we invite you to participate in the
distribution of the $.10 par value capital stock of the Fund (hereinafter
referred to as "the shares"), subject to the following terms:
1. SALES: In all sales of the shares to the public, you shall act as
dealer for your own account and in no transaction shall you have any authority
to act as agent for the Fund, for us, or for any other dealer.
2. PRICES: The Fund offers multiple classes of shares which include
the ability of investors to purchase shares with a front-end sales charge
("Class A Shares"); shares subject to a contingent deferred sales charge
("Class B Shares and Class C Shares") and a distribution fee greater than that
with respect to the Class A Shares; and as to institutional investors, shares
sold without a CDSC with no distribution fee ("Class Y Shares") for large
purchases. It is essential that the Dealer's employees assist the investor in
making a decision in purchasing shares of the Fund in the class that best suits
his or her particular situation. Relevant information which must be obtained by
the Dealer before placing an order on behalf of the investor includes: 1) the
specific purchase order dollar amount; 2) the length of time the investor
expects to hold the shares; and 3) any other relevant circumstances, such as
the availability of purchases under a Letter of Intent.
THE DEALER AGREES THAT APPROPRIATE SUPERVISORY PERSONNEL WITHIN YOUR
ORGANIZATION MUST ENSURE THAT ALL REGISTERED REPRESENTATIVES RECEIVING INVESTOR
INQUIRIES ABOUT THE PURCHASE OF FUND SHARES MUST ADVISE THE INVESTOR OF THE
AVAILABLE PRICING STRUCTURE OFFERED BY THE FUND AND THE IMPACT OF CHOOSING ONE
METHOD OVER ANOTHER, INCLUDING BREAKPOINTS AND THE AVAILABILITY OF LETTERS OF
INTENT. IN CERTAIN INSTANCES IT MAY BE APPROPRIATE FOR SUPERVISORY PERSONNEL TO
DISCUSS A PURCHASE WITH THE INVESTOR.
With respect to Class A Shares, Class B Shares, Class C Shares and
Class Y Shares of the Fund, orders received from you will be accepted by the
Fund at the public offering price applicable to each order. The minimum and
maximum dollar purchase of Class A, Class B, Class C and Class Y Shares of the
Fund by any person shall be the applicable minimum and maximum described in the
then current Fund Prospectus, and no order for less or more than such amounts
will be accepted hereunder. The public offering price shall be the net asset
value per share as determined and effective as of the time specified in the
then current Fund Prospectus. The procedures relating to the handling of orders
shall be subject to instructions that we shall communicate from time to time to
you. All orders are subject to acceptance or rejection by the Fund or its
Transfer Agent in our sole discretion. The Fund and the Distributor reserve the
right, without notice, to suspend or withdraw the offering of Class A, Class B,
Class C and Class Y Shares entirely.
<PAGE> 2
Class A Shares:
<TABLE>
<CAPTION>
SALES DEALER DISTRIBUTION
INVESTMENT AMOUNT CHARGE COMMISSION FEE TO DEALER
----------------- ------ ---------- -------------
<S> <C> <C> <C>
Less than $100,000 4.75% 4.00% 0.30*
$100,000 up to $249,999 3.75% 3.00% 0.30*
$250,000 up to $499,999 2.50% 2.00% 0.30*
$500,000 up to $999,999 2.00% 1.50% 0.30*
</TABLE>
*No fee paid on Money Market Portfolio shares.
Sales of $1,000,000 or more are subject to a CDSC for a two-year
period following the initial purchase. The sales commission on such purchases
will be 1% of the first $1,000,000 up to $4,999,999 of Class A Shares; 0.75 of
1% of the amounts from $5,000,000 to $19,999,999; plus 0.50 of 1% of amounts in
excess of $20,000,000.
In determining the amount of purchase of Class A Shares, the aggregate
dollars being invested in all Portfolios excluding all dollars that have never
been subject to a sales charge at one time or pursuant to a Letter of Intent by
the investor, are aggregated to determine the applicable sales charge.
An annual 0.30% Distribution Fee on sale of all Shares (with the
exception of the Money Market Portfolio) will be paid following the anniversary
date of the purchase.
Class B: The Dealer concession on Class B Shares will be 4.00% of
which amount 0.25% constitutes an advance by the Distributor of the service fee
that would otherwise be payable during the first year subsequent to the sale of
Class B Shares to Dealers who sell Class B Shares. An annual 0.25% Dealer
Distribution reallowance on shares of each Portfolio (with the exception of the
Money Market Portfolio) will be paid following the anniversary date of the
purchase and is inclusive of the annual service fee referenced above. Class B
Shares will convert to Class A Shares after eight (8) years.
Class C: The Dealer concession on these Shares will be 1.0% of the
total amount of Shares which have been sold and paid for during the period of
which amount 0.25% on sale of all Shares (with the exception of the Money
Market Portfolio) constitutes an advance by the Distributor of the service fee
that would otherwise be payable during the first year subsequent to the sale of
Class C Shares to Dealers who sell Class C Shares. A 1.0% annual Dealer
Distribution reallowance on shares of each Portfolio (with the exception of the
Money Market Portfolio) will be paid following the first year on the
anniversary date of the purchase on a prorated quarterly basis (0.25%) and is
inclusive of the annual service fee referred to above.
Class Y Shares: There is no sales commission on Class Y Shares.
You acknowledge and understand that Class B Shares and Class C Shares
may be subject to a CDSC payable to us as set forth in the Fund prospectus in
effect at the time of the original purchase of such Class B Shares and Class C
Shares from the Fund, and the repurchase price that will be paid by the Fund
for such Class B Shares and Class C Shares will reflect the imposition of any
such CDSC. If you act as agent for your customer in selling Class B Shares and
Class C Shares to us, you agree not to charge your customer more than a fair
commission for handling the transaction.
We understand and agree that qualification of the shares for sale
shall be our sole responsibility and that you assume no responsibility or
obligation with respect to such eligibility. You understand and agree that your
compliance with the requirements of the securities or "blue sky" laws in each
jurisdiction with respect to your right to sell the shares in such jurisdiction
shall be your sole responsibility.
3. PAYMENT: Payment shall be made within three (3) business days to
the transfer agent at the confirmed sales price to the public. We reserve the
right to cancel any order for which payment has not been made within the third
(3rd) day.
<PAGE> 3
4. ISSUANCE AND TRANSFER: Shares will not be issued until payment has
been received by us. In order to avoid unnecessary delay, it is contemplated
that the shares sold to you will be delivered in the name of your customer.
Such delivery will be made promptly in accordance with your written transfer
instructions.
5. LIQUIDATION: In the redemption of any shares by the Fund, it is
agreed that you will act only as agent for the holder of the shares and place
the order for redemption only with us. All redemption orders will conform to
liquidation provisions of the Fund as set out in the prospectus.
6. RESTRICTIONS ON DEALER: You are not authorized, nor is any other
person authorized or permitted, to give any information or make any
representation concerning the shares other than those which are contained in
the current prospectus and in such other printed information as may be
subsequently issued by us as information supplemental to such prospectus and
approved by us in writing for use in connection with such prospectus. You will
not use the words "The Enterprise Group of Funds, Inc." or any approximation
thereof, whether in writing, by radio or television, or in any other
advertising media without our prior written approval.
We agree to supply you with prospectuses in reasonable quantities as
supplemental sales literature, sales bulletins, and other information as issued
and approved by us. You agree not to use any other advertising or sales
material relating to the sale of the Fund's shares unless approved in writing
by us.
You will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies thereunder. You
will not offer any of the shares for sale unless the shares are duly registered
under the applicable state and federal statutes and the rules and regulations
thereunder.
Neither this agreement nor any monies due or to become due hereunder
shall be assigned by you without our prior written approval.
It is understood that you are not an agent for us, for the Fund or for
any other dealer, and that you are not a partner, employee, or agent of ours.
If you sell or offer for sale shares in the United States, you
represent that you are and will remain a member in good standing of the
National Association of Securities Dealers, Inc. And you agree to abide by all
of its rules and regulations, including its Conduct Rules. Reference is hereby
made to Conduct Rule 2830 of the National Association of Securities Dealers,
Inc., which Rule is incorporated herein by references as set forth in full. Any
breach of this Section will immediately and automatically terminate this
agreement. You also represent that you are a properly registered broker or
dealer under the Securities Exchange Act of 1934, and agree to notify us
promptly of any change, termination, or suspension of membership in the
National Association of Securities Dealers, Inc. You are responsible for
supervision of your registered representatives and other associated persons
which will enable you to ensure that your registered representatives and
associated persons are in compliance with applicable securities laws, rules and
regulations and statements of policy promulgated thereunder.
If you do not sell or offer for sale shares in the United States, you
agree to comply with the securities law of any jurisdiction in which you sell
or offer for sale shares and agree to indemnify us for any violations of such
laws. You agree that you will not sell in the United States unless you become a
member of the National Association of Securities Dealers, Inc.
You agree to indemnify and hold the Fund, its adviser, and
distributor, harmless from any liabilities (and reasonable attorneys fees and
court costs) that may result from your actions or omissions or those of your
registered representatives and other associated persons.
7. CANCELLATION: We each shall have the right to cancel this agreement
at any time upon written or telegraph notice to the other.
<PAGE> 4
8. MISCELLANEOUS: This agreement shall be governed in accordance with
the laws of Georgia, and no modification hereof shall be valid unless it is in
writing. This agreement supersedes and cancels all previous agreements between
us, whether oral or written.
Failure of either party to terminate this agreement upon occurrence of
any event set forth in this agreement as a cause for termination shall not
constitute a waiver of the right to terminate this agreement at a later time on
account of such occurrence.
All communications and notices to either party shall be sent to the
address set out in this agreement or to such other address as each party may
specify from time to time in writing.
Very truly yours,
ENTERPRISE FUND DISTRIBUTORS, INC. BY:
ATLANTA FINANCIAL CENTER ------------------------------
3343 PEACHTREE ROAD NE
SUITE 450
ATLANTA, GEORGIA 30326-1022
The undersigned hereby accepts your invitation to become a member of
the selling groups referred to herein and agrees to abide by all of the
foregoing terms and conditions. This ________ day of __________________, 19____.
By:
----------------------------------------
-------------------------------------------
Title
-------------------------------------------
Authorized Signature
Broker/Dealer #:
----------- -------------------------------------------
Name of Firm
-------------------------------------------
Address
-------------------------------------------
City State Zip
-------------------------------------------
Phone Facsimile
<PAGE> 1
EXHIBIT (i)
April 30, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: The Enterprise Group of Funds, Inc.
Registration Statement No. 2-28097
Dear Sir or Madam:
I am counsel to The Enterprise Group of Funds, Inc., (the "Fund"), and in so
acting, have reviewed Post-Effective Amendment No. 53 (the "Post Effective
Amendment") to the Fund's Registration Statement on Form N-1A, Registration
File No. 2-28097. Representatives of the Fund have advised that the Fund will
file the Post-Effective Amendment pursuant to paragraph (b) of Rule 485 ("Rule
485") promulgated under the Securities Act of 1933. In connection therewith,
the Fund has requested that I provide this letter.
In my examination of the Post-Effective Amendment, I have assumed the
conformity to the originals of all documents submitted to me as copies.
Based upon the foregoing, I hereby advise you that:
(1) the Fund is a corporation duly incorporated and validly existing
in good standings under the laws of the State of Maryland;
(2) the Common Stock to be offered has been duly authorized and, when
sold as contemplated in the Amendments, will be validly issued, fully paid and
nonassessable; and
(3) the prospectus included as part of the Post-Effective Amendment
does not include disclosure which I believe would render it ineligible to
become effective pursuant to Paragraph (b) of Rule 485.
Very truly yours,
Catherine R. McClellan
lah
<PAGE> 1
EXHIBIT (j)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 53
to the Registration Statement of the Enterprise Group of Funds, Inc. on Form
N-1A under the Securities Act of 1933 (File Number 2-28097) of our report dated
February 17, 1999, on our audit of the financial statements and financial
highlights of The Enterprise Group of Funds, Inc. appearing in the Registrant's
1998 Annual Report which is incorporated by reference in the Post-Effective
Amendment to the Registration Statement. We also consent to the reference of our
Firm under the captions "Financial Highlights" in the Prospectus and
"Independent Accountants" in the Statement of Additional Information.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 30, 1999
<PAGE> 1
EXHIBIT (O)(I)
ENTERPRISE GROUP OF FUNDS, INC.
PLAN PURSUANT TO RULE 18F-3
Each series of the Enterprise Group of Funds, Inc. (each a "Fund")
operating pursuant to this Plan offers Class A, Class B, Class C and Class Y
shares as follows:
Class A Shares
Class A shares bear the expenses of the ongoing Rule 12b-1 fees
applicable to that class. Specific shareholders within Class A may be subject
to an initial sales charge as set forth in the Funds' current prospectus and
statement of additional information (together, the "Prospectus").
Class B Shares
Class B shares bear the expenses of the ongoing Rule 12b-1 fees
applicable to that class. Specific shareholders within Class B shares may be
subject to a contingent deferred sales charge as set forth in the Funds'
Prospectus.
Class C Shares
Class C shares bear the expenses of the ongoing Rule 12b-1 fees
applicable to that class. Specific shareholders within Class C shares may be
subject to a contingent deferred sales charge as set forth in the Funds'
Prospectus.
Class Y Shares
Class Y shares are not subject to any initial sales charge, contingent
deferred sales charge or Rule 12b-1 fee.
Transfer Agency Expenses
Each class shall bear any transfer agency expenses attributable to a
particular class.
Income and Expense Allocations
Income, any realized gains and losses, unrealized appreciation and
depreciation, and expenses not allocated to a particular class will be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the Fund.
Dividends
Dividends paid by each Fund with respect to each class, to the extent
any dividends are paid, will be calculated in the same manner, at the same
time, on the same day and will be in the same amount, except that costs and
distribution fees associated with any Rule 12b-1 Plan or Shareholder services
plan and other appropriate expenses relating to a particular class will be
borne exclusively by such class.
<PAGE> 2
Conversion Features
Class B shares convert to Class A shares approximately 8 years after
purchase, as set forth in the Funds' Prospectus.
Exchange Privileges
Holders of Class A, Class B, Class C and Class Y shares shall have
such exchange privileges as set forth in the Funds' Prospectuses.
Voting Rights
Each class has exclusive voting rights on any matter submitted to
shareholders that relates solely to its ongoing distribution fees of the class.
Each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class.
Other Rights and Obligations
Except as otherwise described above, in all respects, each class shall
have the same rights and obligations as each other class.
<PAGE> 1
EXHIBIT (o)(ii)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SAMUEL J. FOTI, Director of
The Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust (the
"Funds") which Funds have:
(i) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(ii) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(iii) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and RICHARD E. MULROY, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day
of August, 1996.
/s/ SAMUEL J. FOTI
-------------------------------------------
(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 29 day of August, 1996 before me personally came SAMUEL J. FOTI to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed same.
/s/ RUTH BURWA
-------------------------------------------
Notary Public
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MICHAEL I. ROTH, Director of
The Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust (the
"Funds") which Funds have:
(iv) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(v) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(vi) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and RICHARD E. MULROY, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16 day
of August, 1996.
/s/ MICHAEL I. ROTH
-------------------------------------------
(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 16 day of August, 1996 before me personally came MICHAEL I. ROTH to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed same.
/s/ RUTH BURWA
-------------------------------------------
Notary Public
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ARTHUR T. DIETZ, Director of
The Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust (the
"Funds") which Funds have:
(vii) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(viii) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(ix) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and CATHERINE R. MCCLELLAN, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21 day
of August, 1996.
/s/ ARTHUR T. DIETZ
-------------------------------------------
(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 21st day of August, 1996 before me personally came ARTHUR T. DIETZ to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed same.
/s/ JILL U. EDMONDSON
-------------------------------------------
Notary Public
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, LONNIE H. POPE, Director of
The Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust (the
"Funds") which Funds have:
(x) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(xi) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(xii) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and CATHERINE R. MCCLELLAN, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this _______
day of August, 1996.
/s/ LONNIE H. POPE
-------------------------------------------
(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the ___day of August, 1996 before me personally came LONNIE H. POPE to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed same.
/s/ JILL U. EDMONDSON
-------------------------------------------
Notary Public
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ARTHUR HOWELL, Director of The
Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust (the
"Funds") which Funds have:
(xiii) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(xiv) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(xv) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and CATHERINE R. MCCLELLAN, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this _______
day of August, 1996.
/s/ ARTHUR HOWELL
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(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 21st day of August, 1996 before me personally came ARTHUR HOWELL to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed same.
/s/ JILL U. EDMONDSON
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Notary Public
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM A. MITCHELL, Director
of The Enterprise Group of Funds and Trustee of Enterprise Accumulation Trust
(the "Funds") which Funds have:
(xvi) filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended, and/or the Investment Company Act of
1940, as amended, Registration Statements on Form N-1A or
such other forms as may be adopted by the SEC, for the
registration under said Act(s) of certain open-end investment
company shares to be issued by said Funds;
(xvii) intends to file with the SEC under said Act(s) Registration
Statements, on SEC Form N-1A or such other forms as may be
adopted by the SEC, for the registration of an open-end
investment company; and
(xviii) intends to file one or more amendments to one or more of said
Registration Statements;
hereby constitute and appoint VICTOR UGOLYN, Chairman, President and Chief
Executive Officer of said corporation and CATHERINE R. MCCLELLAN, Senior Vice
President and General Counsel of The Mutual Life Insurance Company of New York;
my true and lawful attorneys-in-fact and agents, either of them to act with
full power without the other, for me and in my name, place and stead, to sign
any such amended and/or additional Registration Statement and amendment with
all exhibits thereto, any and all other information and documents in
connections therewith, with the SEC, hereby granting said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done as fully as to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of August, 1996.
/s/ WILLIAM A. MITCHELL
-------------------------------------------
(Signature)
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 21st day of August, 1996 before me personally came WILLIAM A. MITCHELL
to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed same.
/s/ JILL U. EDMONDSON
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Notary Public
