<PAGE> 1
EXHIBIT (A)(III)
THE ENTERPRISE GROUP OF FUNDS, INC.
ARTICLES SUPPLEMENTARY
THE ENTERPRISE GROUP OF FUNDS, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Board of Directors of the Corporation, an open-end
investment company and registered under the Investment Company Act of 1940, as
amended, and having authorized capital of four billion nine hundred million
(4,900,000,000) shares of common stock, par value $.10 per share, has adopted
resolutions as follows:
(1) increase the number of authorized shares from four billion
nine hundred million (4,900,000,000) shares of common stock, $.10 par value,
with an aggregate par value of $490,000,000 to ten billion five hundred million
(10,500,000,000) shares of common stock, $.10 par value, with an aggregate par
value of Five Hundred Seventy Million Dollars ($1,500,000,000);
(2) classify eight hundred million (800,000,000) of the
authorized, unissued and unclassified shares of the common stock, par value $.10
per share, with an aggregate par value of Eighty Million Dollars ($80,000,000),
into four classes: Class A Common Stock, Class B Common Stock, Class C Common
Stock, and Class Y Common Stock, each such class to consist of 200,000,000
shares for each of the following: the Emerging Countries, International Core
Growth, Worldwide Growth, Convertible Securities, Large-Cap, Mid-Cap Growth, and
Global Health Care Funds;
SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:
A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation is set
forth in the Corporation's Charter, and has not been changed by the Board of
Directors of the Corporation.
THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to the authority and power contained in
the Charter of the Corporation.
<PAGE> 2
IN WITNESS WHEREOF, The Enterprise Group of Funds, Inc. has caused
these presents to be signed in its name and on its behalf by its Chairman and
witnessed by its Secretary on October 24, 2000.
WITNESS THE ENTERPRISE GROUP OF FUNDS, INC.
/s/ CATHERINE R MCCLELLAN /s/ VICTOR UGOLYN
--------------------------- ---------------------------------------
Catherine R. McClellan Victor Ugolyn
Secretary Chairman
THE UNDERSIGNED, Chairman of The Enterprise Group of Funds, Inc., who
executed on behalf of said corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges that
the foregoing Articles Supplementary are the act of the said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ VICTOR UGOLYN
---------------------------------------
Victor Ugolyn
Chairman
