ENTERPRISE GROUP OF FUNDS INC, 485APOS, 2000-12-14

ENTERPRISE GROUP OF FUNDS INC
485APOS, 2000-12-14

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2000
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. 62 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 48
(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
THE CHRYSLER BUILDING
11TH FLOOR
405 LEXINGTON DRIVE
NEW YORK, NY 12174

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)
[ ] on , pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[X] on February 28, 2001 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

THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS

CLASS A, B AND C SHARES

FEBRUARY 28, 2001

SECTOR FUNDS

Internet Fund
International Internet Fund
Global Financial Services Fund
Global Health Care Fund

AGGRESSIVE GROWTH FUNDS

Small Company Growth Fund
Small Company Value Fund
Multi-Cap Growth Fund
Mid-Cap Growth Fund

INTERNATIONAL/GLOBAL FUNDS

International Growth Fund
Global Socially Responsive Fund
International Core Growth Fund
Emerging Countries Fund
Worldwide Growth Fund

EQUITY FUNDS

Growth Fund
Equity Fund
Equity Income Fund
Growth and Income Fund
Capital Appreciation Fund
Large-Cap Fund
Mergers and Acquisitions Fund

DOMESTIC HYBRID FUNDS

Balanced Fund
Managed Fund

INCOME FUNDS

Government Securities Fund
Tax-Exempt Income Fund
High-Yield Bond Fund
Convertible Securities 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> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ 1
Internet Fund............................................... 2
International Internet Fund................................. 4
Global Financial Services Fund.............................. 7
Global Health Care Fund..................................... 10
Small Company Growth Fund................................... 13
Small Company Value Fund.................................... 15
Multi-Cap Growth Fund....................................... 17
Mid-Cap Growth Fund......................................... 19
International Growth Fund................................... 21
Global Socially Responsive Fund............................. 23
International Core Growth Fund.............................. 25
Emerging Countries Fund..................................... 27
Worldwide Growth Fund....................................... 29
Growth Fund................................................. 31
Equity Fund................................................. 33
Equity Income Fund.......................................... 35
Growth and Income Fund...................................... 37
Capital Appreciation Fund................................... 39
Large-Cap Fund.............................................. 42
Mergers and Acquisitions Fund............................... 44
Balanced Fund............................................... 46
Managed Fund................................................ 48
Government Securities Fund.................................. 50
Tax-Exempt Income Fund...................................... 52
High-Yield Bond Fund........................................ 54
Convertible Securities Fund................................. 57
Money Market Fund........................................... 59
Additional Information About the Funds' Investments and
Risks..................................................... 61
Higher-Risk Securities and Practices........................ 63
Shareholder Account Information............................. 65
Selecting a Share Class................................... 65
How to Purchase Shares.................................... 69
How to Redeem Shares...................................... 70
How to Exchange Shares.................................... 72
Transaction and Account Policies............................ 73
Dividends, Distributions and Taxes........................ 74
Fund Management............................................. 76
The Investment Advisor.................................... 76
The Fund Managers......................................... 77
Financial Highlights........................................ 82
</TABLE>
<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 Description: Brass Telescope: located to the left of the section
titled: "Enterprise Internet Fund."]

ENTERPRISE INTERNET FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, including common
stocks, preferred stocks, warrants and other securities
convertible into common stock of companies primarily
engaged in Internet, intranet and other "high tech" related
activities.

Fund Manager Fred Alger Management, Inc.

Investment Strategies Under normal conditions, the
Internet Fund will invest at least 65% of its assets in the
equity securities of companies in the Internet, intranet and in e-commerce
enterprises as well as those that develop services and products for the Internet
and those that make significant use of the Internet for delivery of services and
products. In choosing which companies' stock the Fund should purchase, the Fund
Manager invests in those companies listed on a U.S. securities exchange of
Nasdaq which are engaged in the research, design, development or manufacturing,
or engaged to a significant extent in the business of distributing products,
processes or services for use with Internet or intranet related businesses. The
Fund may also invest in other "high tech" companies. The Internet is a
world-wide network of computers designed to permit users to share information
and transfer data quickly and easily. The World Wide Web (the "Web"), which is a
means of graphically interfacing with the Internet, is a hyper-text based
publishing medium containing text, graphics, interactive feedback mechanisms and
links within Web documents and to other Web documents. An intranet is the
application of Web tools and concepts to a company's internal documents and
databases. Other "high tech" companies may include firms in the computer,
communications, video, electronics, office and factory automation and robotics
sectors.

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. Moreover, because of large investments in
mid-capitalization, small-capitalization and/or emerging growth companies, the
Fund is riskier than large-capitalization funds since such companies typically
have greater earnings fluctuations and greater reliance on a few key customers
than larger companies. In addition, the value of companies engaged in Internet,
Intranet and other "high tech" related activities is particularly vulnerable to
rapidly changing technology, extensive government regulation and relatively high
risks of obsolescence caused by scientific and technological advances.
Therefore, the stocks of companies involved in these sectors tend to be more
volatile than stocks in other sectors. As a result, the value of the Fund's
shares may fluctuate more than shares of a fund investing in a broader range of
industries.

PERFORMANCE INFORMATION

The bar chart and performance table below 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

2
<PAGE> 6

chart does not reflect sales charges. If sales charges had been reflected,
returns would be less than shown below.

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 to 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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.38% 0.38% 0.38%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.83% 2.38% 2.38%
-----------------------------
</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) 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..................................................... $652 $1,023
Class B..................................................... $741 $1,142
Class C..................................................... $341 $ 742
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $652 $1,023
Class B..................................................... $241 $ 742
Class C..................................................... $241 $ 742
</TABLE>

3
<PAGE> 7

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise International Internet Fund."]

ENTERPRISE INTERNATIONAL INTERNET FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, including common
stocks, preferred stocks, warrants and other securities
convertible into common stock, such as American Depository
Receipts, of foreign companies primarily engaged in
Internet, intranet and other "high-tech" related activities

Fund Manager Fred Alger Management, Inc.

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
who want to diversify their overall portfolio with a
concentrated investment in a diversified portfolio of
foreign companies engaged in Internet, intranet and other
e-commerce enterprises as well as those that develop
services and products for the Internet and those that make
significant use of the Internet for delivery of services
and products. The Fund may be appropriate for investors who
are looking to invest over the long-term, who are able to
ride out market swings, and who are looking to invest in a diversified foreign
stock portfolio focused on a particular stock market segment. The Fund alone
cannot provide a balanced investment program.

Investment Strategies The Fund pursues its goal by investing primarily in
foreign companies engaged in Internet or intranet related businesses. Under
normal market conditions, the Fund will invest at least 65% of its total assets
in equity securities of foreign companies that are engaged in the research,
design, development, and manufacturing of products, processes or services or
engaged to a significant extent in the business of distributing such products,
processes or services for use with the Internet or intranet related businesses
and other "high tech" related industries. The Fund will invest in foreign equity
securities and American Depository Receipts ("ADRs"). ADRs are U.S.
dollar-denominated receipts representing shares of foreign-based corporations.
ADRs are issued by U.S. banks or trust companies, and entitle the holder to all
dividends and capital gains that are paid out of the underlying foreign shares.
The Internet is a world-wide network of computers designed to permit users to
share information and transfer data quickly and easily. The World Wide Web (the
"Web"), which is a means of graphically interfacing with the Internet, is a
hyper-text based publishing medium containing text, graphics, interactive
feedback mechanisms and links within Web documents and to other Web documents.
The intranet is the application of Web tools and concepts to a company's
internal documents and databases. Other "high-tech" companies may include firms
in the computer, communications, video, electronics, office and factory
automation and robotics sectors.

There is no limit on the market capitalization of the companies in which the
Fund may invest, or in the length of operating history for the companies. The
Fund may invest without limit in initial public offerings ("IPOs"), although it
is uncertain whether such IPOs will be available for investment by the Fund or
what impact, if any, they will have on the Fund's performance. The Fund may also
purchase and sell options and forward currency exchange contracts.

The Fund Manager selects portfolio securities by evaluating a company's
positioning or business model as well as its ability to grow and expand its
activities via the Internet or achieve a greater competitive advantage in
cost/profitability and brand image leveraging via the use of the Internet. The
Fund Manager also considers a company's fundamentals by reviewing its balance
sheets, corporate revenues, earnings and dividends. Furthermore, the Fund
Manager looks at the amount of capital a company currently expends on research
and development. The Fund Manager believes that dollars invested in research and
development today frequently have a significant bearing on future growth.

4
<PAGE> 8

Principal Risks The Fund invests in common stocks of foreign companies. As a
result, the Fund is subject to the risk that the 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 and less liquid than investments in U.S. markets
because there is less public information available about foreign companies.
Diplomatic, political or economic developments may cause foreign investments to
lose money. A Fund that invests in foreign securities denominated in foreign
currencies may also be subject to currency risk. 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 or 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. Additional restrictions
may be imposed under emergency conditions. Because the Fund concentrates in a
single industry sector, its performance is largely dependent on this sector's
performance which may differ from that of the overall stock market. Both foreign
and domestic Internet and "high-tech" companies are affected by government
regulation or market intervention, which may limit their activities and affect
their profitability. The value of such companies is particularly vulnerable to
rapidly changing technology, extensive government regulation and relatively high
risks of obsolescence caused by scientific and technological advances. The value
of the Fund's shares may fluctuate more than shares of a fund investing in a
broader range of industries. Some Internet and "high-tech" companies are subject
to severe market share and price competition. The stocks of small or medium-size
companies may be more susceptible to market downturns, and their prices may be
more volatile than those of larger companies. Small companies often have
narrower markets and more limited managerial and financial resources than
larger, more established companies. In addition, small company stocks typically
are traded in lower volume, and their issuers are subject to greater degrees of
changes in their earnings and prospects. Investments in initial public offerings
may result in increased transactions costs and expenses, distributions and the
realization of short-term capital gains. The Fund may suffer a loss from its use
of options, which are forms of derivatives. The primary risk with many
derivatives is that they can amplify a gain or loss, potentially earning or
losing substantially more money than the actual cost of the derivative
instrument.

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

The 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 to
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, 2001, to
the expense ratios set forth in the table.

5
<PAGE> 9

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.54% 0.54% 0.54%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.99% 2.54% 2.54%
Less Expense Reimbursements....................................... (0.09%) (0.09%) (0.09%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.90% 2.45% 2.45%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $659 $1,061
Class B..................................................... $748 $1,182
Class C..................................................... $348 $ 782
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $659 $1,061
Class B..................................................... $248 $ 782
Class C..................................................... $248 $ 782
</TABLE>

6
<PAGE> 10

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise Global Financial Services Fund."]

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., LLC

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 financing 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 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 more sensitive to fluctuations in interest
rates than the economy as a whole. 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.

7
<PAGE> 11

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
[Chart Description: Illustrates volatility of an BEST QUARTER(1)
investment and shows changes in Class A shares 3.87%
performance for the past year.] (JUNE 30, 1999)

WORST QUARTER
-12.58%
(SEPTEMBER 30, 1999)
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(2)
(AS OF THE CALENDAR YEAR ENDED PAST ONE -------------------------
DECEMBER 31, 1999) YEAR FUND
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Global Financial Services Fund(3)............... Class A (9.50)% 7.51%
Class B (10.22)% 7.90%
Class C (6.26)% 11.21%
S&P 500(4)................................................. 21.03% 35.88%
</TABLE>

---------------

(1) The best quarter since inception was 21.00% for the quarter ending December
31, 1998.
(2) Inception date for Classes A, B, and C is October 1, 1998.
(3) Includes sales charge.
(4) 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. The Advisor has
contractually agreed to limit the Fund's expenses through May 1, 2001, 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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.85% 0.85% 0.85%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 1.62% 1.64% 1.65%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.92% 3.49% 3.50%
Less Expense Reimbursement........................................ (1.17%) (1.19%) (1.20%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.75% 2.30% 2.30%
-----------------------------
</TABLE>

---------------

8
<PAGE> 12

(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

<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 $1,231 $1,842 $3,484
Class B..................................................... $733 $1,361 $1,911 $3,559
Class C..................................................... $333 $ 963 $1,715 $3,695
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $644 $1,231 $1,842 $3,484
Class B..................................................... $233 $ 961 $1,711 $3,559
Class C..................................................... $233 $ 963 $1,715 $3,695
</TABLE>

9
<PAGE> 13

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise Global Health Care Fund."]

ENTERPRISE GLOBAL HEALTH CARE FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of domestic and
foreign companies in the health care sector

Fund Manager Nicholas-Applegate Capital Management

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 health care sector; and are
willing to accept the increased risk of international
investing for the possibility of higher returns

Investment Strategies The Global Health Care Fund normally
invests at least 75% of its assets in health care sector
equity securities. Normally, the Fund will invest the
remainder of its assets in equity securities of other
companies it believes will benefit from developments in the
health care sector. The Fund considers the health care
sector to include any company that designs, manufactures or sells products or
services used for or in connection with health care or medicine, so long as the
company derives at least 50% of its revenues or profits from goods produced or
sold, investments made, or services performed in the health care sector. As an
example, these companies can include pharmaceutical companies, biotechnology
research firms, medical product sales companies and health care facility
operators. The Fund normally will invest at least 65% of its assets in the
equity securities of companies located in at least three different countries,
including the United States, and may invest a significant portion of its assets
in the securities of companies in the United States. In analyzing specific
companies for possible investment, the Fund Manager ordinarily looks for several
of the following characteristics: above-average per share earnings growth; high
return on invested capital; a healthy balance sheet; sound financial and
accounting policies and overall financial strength; strong competitive
advantages; effective research and product development and marketing;
development of new technologies; efficient service; pricing flexibility; strong
management; and general operating characteristics that will enable the companies
to compete successfully in their respective markets. The Fund Manager considers
whether to sell a particular security when any of those factors materially
changes.

The Fund Manager allocates the Fund's assets among securities of countries that
are expected to provide the best opportunities for meeting the Fund's investment
objective.

The Fund Manager expects a high portfolio turnover rate of 300% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks The Fund invests primarily in equity securities 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 markets securities may be
even more susceptible to these risks. Because the Fund concentrates in a single
sector, its performance is largely dependent on the sector's performance, which
may differ from that of the overall stock market. Generally, the health care
industry is vulnerable to factors affecting the health care industry in
particular, such as
10
<PAGE> 14

changes in government regulation and scientific and technological advances.
Government regulation may result in increased costs to a company, and scientific
and technological advances may result in a company's products becoming obsolete.

The Fund is non-diversified and may invest more of its assets in the securities
of a single issuer. This increases the Fund's risk because developments
affecting an individual issuer have a greater impact on the Fund's performance.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

If the Fund lends securities, there is a risk that the securities will not be
available to the Fund on a timely basis, and the Fund, therefore, may lose the
opportunity to sell the securities at a desirable price. The Fund may engage in
various portfolio strategies, including using derivatives, to enhance potential
gain.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.24% 0.24% 0.24%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.69% 2.24% 2.24%
-----------------------------
</TABLE>

---------------

EXAMPLE

11
<PAGE> 15

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..................................................... $639 $ 982
Class B..................................................... $727 $1,100
Class C..................................................... $327 $ 700
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $639 $ 982
Class B..................................................... $227 $ 700
Class C..................................................... $227 $ 700
</TABLE>

12
<PAGE> 16

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Small Company Growth Fund."]

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.

<TABLE>
<S> <C>
[Chart Description: Illustrates volatility of an BEST QUARTER
investment and shows changes in Class A shares 30.84%
performance from 1998-1999] (DECEMBER 31, 1999)

WORST QUARTER
-24.45%
(SEPTEMBER 30, 1998)
</TABLE>
13
<PAGE> 17

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
RETURN SINCE
AVERAGE ANNUAL TOTAL RETURNS INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE ------------
DECEMBER 31, 1999) YEAR FUND
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Small Company Growth Fund(2)..................... Class A 41.17% 11.66%
Class B 42.40% 11.64%
Class C 46.37% 13.20%
Russell 2000(3)............................................. 21.26% 9.80%
</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, 1999.
(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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.84% 0.84% 0.84%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.29% 2.84% 2.84%
Less Expense Reimbursement........................................ (0.44%) (0.44%) (0.44%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.85% 2.40% 2.40%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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 $1,116 $1,604 $2,944
Class B..................................................... $743 $1,239 $1,660 $3,004
Class C..................................................... $343 $ 839 $1,460 $3,135
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $654 $1,116 $1,604 $2,944
Class B..................................................... $243 $ 839 $1,460 $3,004
Class C..................................................... $243 $ 839 $1,460 $3,135
</TABLE>

14
<PAGE> 18

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Small Company Value Fund."]

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.)

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.

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.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1994-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
18.94% -17.01%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)

</TABLE>

15
<PAGE> 19

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
RETURN SINCE
AVERAGE ANNUAL TOTAL RETURNS INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE ---------------------
DECEMBER 31, 1999) YEAR YEARS FUND RUSSELL 2000
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Small Company Value Fund(2).......... Class A 10.68% 15.32% 13.18% --
Class B 10.47% N/A 16.28% 16.30%
Class C 14.42% N/A 20.16% 17.01%
Russell 2000(3)................................. 21.26% 16.69% 13.27%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.43% 0.43% 0.44%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.63% 2.18% 2.19%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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..................................................... $633 $ 965 $1,319 $2,316
Class B..................................................... $721 $1,082 $1,370 $2,374
Class C..................................................... $322 $ 685 $1,175 $2,524
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $633 $ 965 $1,319 $2,316
Class B..................................................... $221 $ 682 $1,170 $2,374
Class C..................................................... $222 $ 685 $1,175 $2,524
</TABLE>

16
<PAGE> 20

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Multi-Cap Growth Fund."]

ENTERPRISE MULTI-CAP GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, such as common or
preferred stocks, that are listed on U.S. exchanges or
traded in the over-the-counter market

Fund Manager Fred Alger Management, 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
and medium size company stocks for the possibility of
higher returns; and want to diversify their portfolio to
include small, medium and large company stocks

Investment Strategies The Multi-Cap Growth Fund invests
primarily in growth stocks. The Fund Manager believes that
these companies tend to fall into one of two categories:
High Unit Volume Growth and Positive Life Cycle Change.
High Unit Volume Growth companies are those vital, creative
companies that offer goods or services to a rapidly expanding marketplace. They
include both established and emerging firms, offering new or improved products,
or firms simply fulfilling an increased demand for an existing line. Positive
Life Cycle Change companies are those companies experiencing a major change that
is expected to produce advantageous results. These changes may be as varied as
new management; new products or technologies; restructuring or reorganization;
or merger and acquisition.

PERFORMANCE INFORMATION

FEES AND EXPENSES

The table on the following page describes the shareholder fees that you may pay
if you purchase or redeem Fund shares. Every mutual fund has operating expenses
to 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.

17
<PAGE> 21

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.39% 0.39% 0.39%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.84% 2.39% 2.39%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $653 $1,026
Class B..................................................... $742 $1,145
Class C..................................................... $342 $ 745
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $653 $1,026
Class B..................................................... $242 $ 745
Class C..................................................... $242 $ 745
</TABLE>

18
<PAGE> 22

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Mid-Cap Growth Fund."]

ENTERPRISE MID-CAP GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of U.S. companies
that have mid-size market capitalizations

Fund Manager Nicholas-Applegate Capital Management

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 medium
size company stocks for the possibility of higher returns;
and want to diversify their portfolios to include mid-sized
company stocks

Investment Strategies The Mid-Cap Growth Fund primarily
invests in companies with mid-sized market capitalizations.
Mid-sized companies are those with market capitalizations
corresponding to the middle 90% of the Russell Mid-Cap Growth Index, as measured
at the time of purchase by the Fund. Normally, the Fund invests at least 75% of
its total assets in common stocks of U.S. mid-sized companies.

The Fund Manager focuses on a "bottom-up" analysis that evaluates the financial
conditions and competitiveness of individual companies. This means that the Fund
Manager ordinarily looks for several of the following characteristics:
above-average per share earnings growth; high return on invested capital; a
healthy balance sheet; sound financial and accounting policies and overall
financial strength; strong competitive advantages; effective research and
product development and marketing; development of new technologies; efficient
service; pricing flexibility; strong management; and general operating
characteristics that will enable the companies to compete successfully in their
respective markets.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may lend portfolio securities equaling up to 30% of its total assets on a
short-term or long-term basis.

Principal Risks The Fund invests in equity securities of U.S. 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, because the Fund invests
in mid-capitalization companies, it is riskier than large-capitalization funds
since such companies typically have greater earnings fluctuations and greater
reliance on a few key customers than larger companies.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

19
<PAGE> 23

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.

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.23% 0.23% 0.23%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.43% 1.98% 1.98%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $614 $ 906
Class B..................................................... $701 $1,021
Class C..................................................... $301 $ 621
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $614 $ 906
Class B..................................................... $201 $ 621
Class C..................................................... $201 $ 621
</TABLE>

20
<PAGE> 24

[Picture Description: Globe: located to the left of the section titled:
"Enterprise International Growth Fund."]

ENTERPRISE INTERNATIONAL GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Non-U.S. equity securities

Fund Manager Vontobel USA Inc.

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

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
31.07% -18.21%
(DECEMBER 31, 1999) (SEPTEMBER 30, 1990)
</TABLE>

21
<PAGE> 25

<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, 1999) YEAR YEARS YEARS FUND INDEX(2)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise International Growth
Fund(3).......................... Class A 33.13% 15.57% 9.95% -- --
Class B 34.02% N/A N/A 16.88% 12.47%
Class C 37.95% N/A N/A 19.59% 18.34%
MSCI EAFE Index.................... 26.96% 12.83% 7.01%
</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) 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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.85% 0.85% 0.85%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.64% 0.63% 0.63%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.94% 2.48% 2.48%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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..................................................... $663 $1,055 $1,472 $2,632
Class B..................................................... $751 $1,173 $1,521 $2,683
Class C..................................................... $351 $ 773 $1,321 $2,816
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $663 $1,055 $1,472 $2,632
Class B..................................................... $251 $ 773 $1,321 $2,683
Class C..................................................... $251 $ 773 $1,321 $2,816
</TABLE>

22
<PAGE> 26

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Global Socially Responsive Fund."]

ENTERPRISE GLOBAL SOCIALLY RESPONSIVE FUND

FUND PROFILE

Investment Objective Total return

Principal Investments Equity securities of companies
located in countries that are included in the MSCI World
Index that meet the Fund's social and investment criteria

Fund Manager Rockefeller & Co., Inc.

Who May Want To Invest Investors who want to make socially
responsible investments and want the value of their
investment to grow

Investment Strategies The Global Socially Responsive Fund
invests primarily in equity securities of companies that
the Fund Manager believes are socially responsible and
which are located in countries that are included in the
MSCI World Index, including the U.S., Canada and Australia,
and certain developed markets located in Europe and the Far
East. The term "responsive" is used to distinguish between absolute and relative
standards of corporate social responsibility. The Fund Manager believes that no
company is perfect on any of the relevant social criteria, but looks for
companies that demonstrate a commitment to progress. To find companies that are
socially responsive, the Fund Manager actively looks for companies that are
demonstrating leadership in one or more of the following areas: human rights,
public health, governance, products, services and marketing, workplace
environment, environmental stewardship and community. These companies also may
show a commitment to improving the quality of communication to shareholders and
stakeholders and to developing solution-oriented policies and practices. Like
other socially responsible investment vehicles, the Fund does not invest in
industries such as tobacco and gambling, weapons or nuclear power, or invest in
companies that are known to violate human rights. The Fund Manager believes that
good corporate citizenship has the potential to create good investment
opportunities; wherever possible, the Fund seeks to invest in companies that the
Fund Manager believes derive a competitive advantage from the socially
responsive products, policies and practices developed by such companies. The
Fund Manager seeks companies that combine these social criteria with an
investment management criteria of potentially high return on investment capital,
strong quality of management, sound financial resources and good overall
business prospects. In selecting equity securities, the Fund Manager uses its
own valuation models to determine fair value and looks for securities that are
selling at discounts to their fair value, independent of region or style bias.
The Fund seeks to own growth and/or value stocks depending on their relative
attractiveness.

Principal Risks The Fund invests primarily in common stocks located in
countries that are included in the MSCI World Index. 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. competitors. In
addition, information regarding foreign companies may not be as readily
available as U.S. companies. Therefore, it may be difficult to determine whether
foreign companies meet the same social criteria as U.S. companies. The Fund may
be restricted by its focus on socially responsive investing and therefore, the
investments that the Fund Manager selects may under perform other investments or
the stock markets generally.

23
<PAGE> 27

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

The table below describes the shareholder fees that you may pay if you purchase
or redeem Fund shares. Every mutual fund has operating expenses to 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, 2001, 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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.90% 0.90% 0.90%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.92% 0.92% 0.92%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.27% 2.82% 2.82%
Less Expense Reimbursements....................................... (0.52%) (0.52%) (0.52%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.75% 2.30% 2.30%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $644 $1,104
Class B..................................................... $733 $1,226
Class C..................................................... $333 $ 826
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $644 $1,104
Class B..................................................... $233 $ 826
Class C..................................................... $233 $ 826
</TABLE>

24
<PAGE> 28

[Picture Description: Globe: located to the left of the section titled:
"Enterprise International Core Growth Fund."]

ENTERPRISE INTERNATIONAL CORE GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of large
capitalization companies located in non-U.S. countries

Fund Manager Nicholas-Applegate Capital Management

Investment Strategies The International Core Growth Fund
invests primarily in equity securities of large
capitalization companies located in foreign countries. The
Fund Manager considers a company to be a large
capitalization company if its market capitalization is in
the top 75% of publicly traded companies as measured by
stock market capitalizations in each country at the time of purchase by the
Fund.

The Fund normally invests at least 75% of its assets in equity securities and
spreads its investments among countries, with at least 65% of its assets
invested in companies located in at least three foreign countries, which may
include countries with emerging securities markets. The Fund may invest at least
35% of its assets in U.S. companies.

The Fund seeks out large capitalization growth companies that are managing
change advantageously and poised to exceed growth expectations. In addition, the
Fund Manager focuses on a "bottom-up" analysis that evaluates the financial
conditions and competitiveness of individual companies worldwide. This means
that the Fund Manager ordinarily looks for several of the following
characteristics: above-average per share earnings growth; high return on
invested capital; a healthy balance sheet; sound financial and accounting
policies and overall financial strength; strong competitive advantages;
effective research and product development and marketing; development of new
technologies; efficient service; pricing flexibility; strong management; and
general operating characteristics that will enable the companies to compete
successfully in their respective markets. The Fund Manager will allocate Fund
assets among securities of companies in countries that it expects to provide the
best opportunities for meeting the Fund's investment objective. The Fund Manager
considers whether to sell a particular security when any of these factors
materially changes.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks Because the Fund invests primarily in equity securities, 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. In addition, because the Fund invests in companies that the Fund Manager
believes have the potential for rapid growth, the Fund might have a higher risk
of price volatility than a fund that emphasizes other styles.

25
<PAGE> 29

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.45% 0.45% 0.45%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.90% 2.45% 2.45%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $659 $1,044
Class B..................................................... $748 $1,164
Class C..................................................... $348 $ 764
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $659 $1,044
Class B..................................................... $248 $ 764
Class C..................................................... $248 $ 764
</TABLE>

26
<PAGE> 30

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Emerging Countries Fund."]

ENTERPRISE EMERGING COUNTRIES FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of companies in
countries with emerging securities markets

Fund Manager Nicholas-Applegate Capital Management

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
who are willing to accept the increased risk of investing
in countries with emerging securities markets for the
possibility of higher returns

Investment Strategies The Emerging Countries Fund normally
invests at least 65% of its assets in equity securities of
foreign companies located in at least three countries with
emerging securities markets (countries that have an
emerging stock market as defined by the International
Finance Corporation). The Fund Manager further considers
whether a market is less sophisticated than more developed markets in terms of
participation, analyst coverage, liquidity and regulation. These are markets
that have yet to reach a level of maturity associated with developed foreign
stock markets, especially in terms of participation by investors. The Fund
Manager currently selects portfolio securities from an investment universe of
approximately 6,000 foreign companies in over 35 emerging markets. The Fund may
invest at least 35% of its assets in U.S. companies. The Fund normally will
invest at least 75% of its assets in equity securities.

The Fund seeks out growth companies that are in the early stages of development
and that it believes are undergoing a basic change in operations. In selecting
companies, the Fund Manager focuses on a "bottom-up" analysis that evaluates the
financial conditions and competitiveness of individual companies worldwide. This
means that the Fund Manager ordinarily looks for several of the following
characteristics: above-average per share earnings growth; high return on
invested capital; a healthy balance sheet; sound financial and accounting
policies and overall financial strength; strong competitive advantages;
effective research and product development and marketing; development of new
technologies; efficient service; pricing flexibility; strong management; and
general operating characteristics that will enable the companies to compete
successfully in their respective markets. The Fund Manager considers whether to
sell a particular security when any of these factors materially changes. The
Fund Manager will allocate Fund assets among securities of companies in
countries that it expects to provide the best opportunities for meeting the
Fund's investment objective.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks Because the Fund invests primarily in equity securities, 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 and are generally riskier than other types of foreign investments. The
economies of emerging countries may be predomi-

27
<PAGE> 31

nantly based on only a few industries or dependent on revenue from particular
commodities, international aid or other assistance.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.25% 1.25% 1.25%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.47% 0.47% 0.47%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.17% 2.72% 2.72%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $685 $1,122
Class B..................................................... $775 $1,244
Class C..................................................... $375 $ 844
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $685 $1,122
Class B..................................................... $275 $ 844
Class C..................................................... $275 $ 844
</TABLE>

28
<PAGE> 32

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Worldwide Growth Fund."]

ENTERPRISE WORLDWIDE GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Foreign and domestic equity
securities

Fund Manager Nicholas-Applegate Capital Management

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
who are willing to accept the increased risk of global
investing for the possibility of higher returns
Investment Strategies The Worldwide Growth Fund invests
primarily in equity securities of foreign and domestic
companies, and normally it will invest at least 65% of its
total assets in securities of companies that are located in
at least three different countries, which may include
countries with emerging securities markets. The Fund
Manager focuses on a "bottom-up" analysis that evaluates
the financial conditions and competitiveness of individual
companies worldwide. This means that the Fund Manager ordinarily looks for
several of the following characteristics: above-average per share earnings
growth; high return on invested capital; a healthy balance sheet; sound
financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; development of new technologies; efficient service; pricing
flexibility; strong management; and general operating characteristics that will
enable the companies to compete successfully in their respective markets. The
Fund Manager considers whether to sell a particular security when any of these
factors change. The Fund Manager will allocate Fund assets among securities of
companies in countries that it expects to provide the best opportunities for
meeting the Fund's investment objective.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio assets on a short-term and long-term basis, up to
30% of its total assets.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

29
<PAGE> 33

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 1.00% 1.00% 1.00%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.27% 0.27% 0.27%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.72% 2.27% 2.27%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $642 $ 991
Class B..................................................... $730 $1,109
Class C..................................................... $330 $ 709
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $642 $ 991
Class B..................................................... $230 $ 709
Class C..................................................... $230 $ 709
</TABLE>

30
<PAGE> 34

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Growth Fund."]

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.

PERFORMANCE INFORMATION

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
26.81% -15.64%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1990)
</TABLE>

31
<PAGE> 35

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN -------------------------
DECEMBER 31, 1999) YEAR YEARS YEARS FUND S&P 500(2)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Growth Fund(3).............. Class A 16.28% 30.07% 19.65% -- --
Class B 16.30% N/A N/A 29.80% 27.50%
Class C 20.28% N/A N/A 27.82% 27.39%
S&P 500(2)............................. 21.03% 28.55% 18.21%
</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 that 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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.20% 0.20% 0.20%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.40% 1.95% 1.95%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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..................................................... $611 $ 897 $1,204 $2,075
Class B..................................................... $698 $1,012 $1,252 $2,133
Class C..................................................... $298 $ 612 $1,052 $2,275
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $611 $ 897 $1,204 $2,075
Class B..................................................... $198 $ 612 $1,052 $2,133
Class C..................................................... $198 $ 612 $1,052 $2,275
</TABLE>

32
<PAGE> 36

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Equity Fund."]

ENTERPRISE EQUITY FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments U.S. common stocks

Fund Manager TCW Investment Management Company

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: superior business practices that will benefit from long-term
trends, superior growth, profitability and leading market share versus others in
their industry, strong enduring business models, valuable consumer or commercial
franchises, high return on capital, favorable price to intrinsic value and
undervalued assets.

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

This bar chart shows 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 shown below.

<TABLE>
<S> <C>
[Chart Description: Illustrates volatility of an BEST QUARTER
investment and shows changes in Class A shares 19.37%
performance from 1998-1999] (DECEMBER 31, 1999)

WORST QUARTER
-11.80%
(SEPTEMBER 30, 1998)
</TABLE>

33
<PAGE> 37

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE --------------------------
DECEMBER 31, 1999) YEAR FUND S&P 500(2)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Equity Fund(3).............................. Class A 11.63% 15.83% 27.37%
Class B 11.49% 16.45% 27.37%
Class C 15.30% 17.34% 27.37%
S&P 500(2)............................................. 21.03% 27.37% 27.37%
</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 that 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

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 1.35% 1.35% 1.34%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.55% 3.10% 3.09%
Less Expense Reimbursement........................................ (0.95%) (0.95%) (0.94%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.60% 2.15% 2.15%
-----------------------------
</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 A..................................................... $630 $1,145 $1,685 $3,156
Class B..................................................... $718 $1,268 $1,743 $3,217
Class C..................................................... $318 $ 866 $1,539 $3,336
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $630 $1,145 $1,685 $3,156
Class B..................................................... $218 $ 868 $1,543 $3,217
Class C..................................................... $218 $ 866 $1,539 $3,336
</TABLE>

34
<PAGE> 38

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Equity Income Fund."]

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

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
14.94% -13.46%
(JUNE 30, 1997) (SEPTEMBER 30, 1990)
</TABLE>

35
<PAGE> 39

<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, 1999) YEAR YEARS YEARS FUND INDEX(2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Equity Income Fund(3)....... Class A 2.11% 17.97% 12.25% -- --
Class B 1.55% N/A N/A 17.20% 21.48%
Class C 5.64% N/A N/A 13.21% 19.03%
S&P 500/Barra Value Index(2)........... 12.72% 22.94% 15.37%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.31% 0.32% 0.32%
-----------------------------
Total Annual Operating Expenses................................... 1.51% 2.07% 2.07%
Less Expense Reimbursement........................................ (0.01%) (0.02%) (0.02%)
-----------------------------
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

<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 $ 929 $1,259 $2,190
Class B..................................................... $708 $1,047 $1,312 $2,255
Class C..................................................... $308 $ 647 $1,112 $2,398
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $620 $ 929 $1,259 $2,190
Class B..................................................... $208 $ 647 $1,112 $2,255
Class C..................................................... $208 $ 647 $1,112 $2,398
</TABLE>

36
<PAGE> 40

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Growth and Income Fund."]

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 it believes 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.

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
[Chart Description: Illustrates volatility of an BEST QUARTER
investment and shows changes in Class A shares 19.29%
performance from 1998-1999] (DECEMBER 31, 1998)

WORST QUARTER
-12.49%
(SEPTEMBER 30, 1998)
</TABLE>
37
<PAGE> 41

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE -------------------------
DECEMBER 31, 1999) YEAR YEARS FUND S&P 500(2)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Growth and Income Fund(3).............. Class A 26.64% N/A 17.42% 21.25%
Class B 27.20% N/A 17.89% 21.25%
Class C 31.29% N/A 19.24% 21.25%
S&P 500(2)........................................ 21.03% 28.55%
</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, 1999 for each Class and
S&P 500.
(2) This unmanaged broad-based index includes 500 companies that 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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.44% 0.44% 0.45%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.64% 2.19% 2.20%
Less Expense Reimbursement........................................ (0.14%) (0.14%) (0.15%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.50% 2.05% 2.05%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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 $ 955 $1,312 $2,315
Class B..................................................... $708 $1,072 $1,362 $2,374
Class C..................................................... $308 $ 674 $1,166 $2,522
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $620 $ 955 $1,312 $2,315
Class B..................................................... $208 $ 672 $1,162 $2,374
Class C..................................................... $208 $ 674 $1,166 $2,522
</TABLE>

38
<PAGE> 42

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Capital Appreciation Fund."]

ENTERPRISE CAPITAL APPRECIATION FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of companies that
demonstrate strong future earnings growth potential,
product leadership and consistently strong financial
characteristics

Fund Manager Marsico Capital Management, LLC

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's
investment strategy blends top-down economic and industry
analysis with bottom-up stock selection. The Fund Manager's
investment approach emphasizes large capitalization U.S.
companies that are believed to have the ability to produce
above-average earnings growth. The investment process
begins by establishing an overall macroeconomic outlook which in turn forms the
strategic backdrop for actual portfolio construction. Various economic, social
and political factors are considered, including global trends (e.g.,
productivity enhancements), interest rates, inflation, central bank policies,
the regulatory environment, and the overall competitive landscape. This analysis
also seeks to uncover specific industries and companies that are expected to
benefit from the macroeconomic environment. The potential for maximum capital
appreciation is the basis for investment decisions; any income is incidental.

Stock selection stresses rigorous hands-on fundamental internal research. The
primary focus is to identify companies with market expertise/dominance, durable
franchises, improving fundamentals (e.g., margins, Return on Equity, Return on
Assets), strong balance sheets, global distribution capabilities and experienced
management teams. Valuation is also an important consideration in selecting
stocks. Stocks are sold for three primary reasons: overvaluation relative to
expected earnings growth potential, other companies become more desirable or a
permanent change in industry/company fundamentals that no longer supports the
reason the stock was purchased.

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 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.

39
<PAGE> 43

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
34.48% -17.81%
(DECEMBER 31, 1999) (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, 1999) YEAR YEARS YEARS FUND INDEX(2)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Capital Appreciation
Fund(3)............................ Class A 32.78% 24.94% 18.44% -- --
Class B 33.62% N/A N/A 25.96% 32.99%
Class C 37.64% N/A N/A 34.34% 34.95%
S&P 500/Barra Growth Index(2)........ 28.24% 33.64% 20.61%
</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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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>

---------------

40
<PAGE> 44

EXAMPLE

<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>

41
<PAGE> 45

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Large-Cap Fund."]

ENTERPRISE LARGE-CAP FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of U.S. companies
that have large capitalizations

Fund Manager Nicholas-Applegate Capital Management

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 large
capitalization company stocks for the possibility of higher
returns; and want to diversify their portfolios to include
large-sized company stocks

Investment Strategies The Large-Cap Fund primarily invests
in companies with large market capitalizations. Large-sized
companies are those with market capitalizations
corresponding to the upper 90% of the Russell 1000 Growth Index, as measured at
the time of purchase by the Fund. Normally, the Fund invests at least 65% of its
total assets in large capitalization equity securities.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks The Fund invests in equity securities of U.S. 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, because the Fund invests
in companies that the Fund Manager believes have the potential for rapid growth,
the Fund might have a higher risk of price volatility than a fund that
emphasizes other styles.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

42
<PAGE> 46

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.23% 0.23% 0.23%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.43% 1.98% 1.98%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $614 $ 906
Class B..................................................... $701 $1,021
Class C..................................................... $301 $ 621
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $614 $ 906
Class B..................................................... $201 $ 621
Class C..................................................... $201 $ 621
</TABLE>

43
<PAGE> 47

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Mergers and Acquisitions Fund."]
ENTERPRISE MERGERS AND ACQUISITIONS FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Domestic equity securities

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 and
want to diversify their overall portfolio with an
investment in a specialty fund that invests in companies
that could be subject to a takeover

Investment Strategies The Fund Manager will engage in
classic risk arbitrage by investing in equity securities of
companies that are involved in publicly announced mergers,
takeovers, tender offers, leveraged buyouts, spin-offs,
liquidations and other corporate reorganizations. When a
company agrees to be acquired by another company, its stock
price often quickly rises to just below the stated acquisition price. If the
Fund Manager, through extensive research, determines that the acquisition is
likely to be consummated on schedule at the stated acquisition price, then the
Fund may purchase the selling company's securities, offering the Fund the
possibility of generous returns relative to cash equivalents with a limited risk
of excessive loss of capital. At times, the stock of the acquiring company may
also be purchased or shorted. In addition, the Fund Manager will purchase shares
of companies believed to be likely acquisition targets within 12 to 18 months.

The Fund Manager may invest in small, mid and large capitalization stocks. The
Fund Manager expects a high portfolio turnover rate of 150% or more. The Fund
may also lend portfolio securities on a short-term or long-term basis, up to 30%
of its total assets.

The Fund is subject to the risk that the potential private market value of the
Fund's stocks will not be realized or that certain of the transactions to which
some of the Fund's investments are a part may not be completed, or may be
renegotiated or terminated, which may result in losses to the Fund. The
investment policies of the Fund may lead to a higher portfolio turnover rate
that could increase the Fund's expenses, generate more tangible short-term gains
for shareholders and could negatively impact the Fund's performance.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders. This turnover may
have an effect on the Fund's performance.

44
<PAGE> 48

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.90% 0.90% 0.90%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.83% 0.83% 0.83%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.18% 2.73% 2.73%
Less Expense Reimbursement........................................ (0.23%) (0.23%) (0.23%)
-----------------------------
Net Annual Fund Operating Expenses(6)............................. 1.95% 2.50% 2.50%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $664 $1,103
Class B..................................................... $753 $1,225
Class C..................................................... $353 $ 825
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $664 $1,103
Class B..................................................... $253 $ 825
Class C..................................................... $253 $ 825
</TABLE>

45
<PAGE> 49

[Picture Description: Three Stones lying in a small brook: located to the left
of the section titled: "Enterprise Balanced Fund."]

ENTERPRISE BALANCED FUND

FUND PROFILE

Investment Objective Long-term total return

Principal Investments A combination of equity, fixed
income and short-term securities

Fund Manager Montag & Caldwell, Inc.

Who May Want To Invest Investors who want the value of
their investment to grow and also want to receive income on
their investment

Investment Strategies Generally, between 55% and 75% of
the Balanced Fund's total assets will be invested in equity
securities, and at least 25% of the Balanced Fund's total
assets will be invested in fixed income securities. The
portfolio allocation will vary based upon the Fund Manager's assessment of the
return potential of each asset class. For equity investments, the Fund Manager
uses a bottom-up approach to stock selection, focusing on high quality,
well-established companies that have a strong history of earnings growth;
attractive prices relative to the company's potential for above average growth;
long-term earnings and revenue growth; strong balance sheets; a sustainable
competitive advantage; positions as (or the potential to become) industry
leaders; and the potential to outperform the market during downturns. When
selecting fixed income securities, the Fund Manager will seek to maintain the
Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index. Emphasis is also placed on diversification
and credit analysis. The Fund will only invest in fixed income securities with
an "A" or better rating. Fixed income investments will include: U.S. Government
securities; corporate bonds; mortgage/asset-backed securities; and money market
securities and repurchase agreements.

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 events
related to the issuer as well as to general economic or governmental events.

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

46
<PAGE> 50

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 1.41% 1.40% 1.36%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.61% 3.15% 3.11%
Less Expense Reimbursement........................................ (1.21%) (1.20%) (1.16%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.40% 1.95% 1.95%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $611 $1,138
Class B..................................................... $698 $1,259
Class C..................................................... $298 $ 851
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $611 $1,138
Class B..................................................... $198 $ 859
Class C..................................................... $198 $ 851
</TABLE>

47
<PAGE> 51

[Picture Description: Three Stones lying in a small brook: located to the left
of the section titled: "Enterprise Managed Fund."]

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 Managers Wellington Management Company, LLP
Sanford C. Bernstein & Co., LLC

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 Managers' 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 Managers believe 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 Managers deem 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.

The Fund is managed by two Fund Managers, each of which is allocated net cash
flows into and redemptions out of the Fund on a 50/50 basis.

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, increasing the risk that
the issuer may default on payments of interest or principal.

PERFORMANCE INFORMATION

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.
[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1995-1999]

48
<PAGE> 52

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
13.46% -14.60%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE -------------------------
DECEMBER 31, 1999) YEAR YEARS FUND S&P 500(2)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Managed Fund(3)..................... Class A 2.32% 17.40% 16.12% 27.01%
Class B 1.75% N/A 15.32% 27.50%
Class C 6.64% N/A 11.09% 27.39%
S&P 500........................................ 21.03% 28.55%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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% 0.28%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.48% 2.03% 2.03%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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..................................................... $306 $ 637 $1,093 $2,358
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..................................................... $206 $ 637 $1,093 $2,358
</TABLE>

49
<PAGE> 53

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Government Securities
Fund."]

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 Investment Management Company

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 in other securities, generally at the then prevailing lower interest
rates.

PERFORMANCE INFORMATION

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

50
<PAGE> 54

<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, 1999) YEAR YEARS YEARS FUND GOVERNMENT BOND INDEX(2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Government Securities
Fund(3).......................... Class A (4.23)% 7.01% 6.71% -- --
Class B (4.88)% N/A N/A 6.09% 6.25%
Class C (0.88)% N/A N/A 5.11% 5.78%
Lehman Brothers Intermediate
Government Bond Index(2)......... 0.49% 6.93% 7.10%
</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, 2001, 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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.60% 0.60% 0.60%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.34% 0.35% 0.35%
-----------------------------
Total Annual Operating Expenses................................... 1.39% 1.95% 1.95%
Less Expense Reimbursement........................................ (0.09%) (0.10%) (0.10%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.30% 1.85% 1.85%
-----------------------------
</TABLE>

---------------

EXAMPLE

<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 $ 886 $1,191 $2,057
Class B..................................................... $688 $1,003 $1,243 $2,122
Class C..................................................... $288 $ 603 $1,043 $2,267
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $601 $ 886 $1,191 $2,057
Class B..................................................... $188 $ 603 $1,043 $2,122
Class C..................................................... $188 $ 603 $1,043 $2,267
</TABLE>

51
<PAGE> 55

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Tax-Exempt Income Fund."]

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

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

52
<PAGE> 56

<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, 1999) YEAR YEARS YEARS FUND BOND INDEX(2)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise Tax-Exempt Income
Fund(3)............................ Class A (7.39)% 4.52% 5.15% -- --
Class B (8.13)% N/A N/A 3.53% 5.83%
Class C (4.20)% N/A N/A 2.96% 4.75%
Lehman Brothers Municipal Bond
Index.............................. (2.07)% 6.91% 6.90%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.49% 0.49% 0.47%
-----------------------------
Total Annual Operating Expenses................................... 1.44% 1.99% 1.97%
Less Expense Reimbursement........................................ (0.34%) (0.34%) (0.32%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.10% 1.65% 1.65%
-----------------------------
</TABLE>

---------------

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 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 $877 $1,194 $2,089
Class B..................................................... $668 $992 $1,241 $2,147
Class C..................................................... $268 $587 $1,033 $2,270
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $582 $877 $1,194 $2,089
Class B..................................................... $168 $592 $1,041 $2,147
Class C..................................................... $168 $587 $1,033 $2,270
</TABLE>

53
<PAGE> 57

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise High-Yield Bond Fund."]

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 in the lowest ratings categories (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

54
<PAGE> 58

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1990-1999]

<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, 1999) YEAR YEARS YEARS FUND BB INDEX(2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enterprise High-Yield Bond Fund(1)..... Class A (1.24)% 8.39% 9.22% -- --
Class B (1.82)% N/A N/A 7.66% 8.82%
Class C 2.09% N/A N/A 5.81% 6.69%
Lehman Brothers High Yield BB
Index(2)............................. 1.87% 10.03% 10.07%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.60% 0.60% 0.60%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses.................................................... 0.36% 0.36% 0.36%
-----------------------------
Total Annual Operating Expenses................................... 1.41% 1.96% 1.96%
Less Expense Reimbursement........................................ (0.11%) (0.11%) (0.11%)
-----------------------------
Net Annual Fund Operating Expenses................................ 1.30% 1.85% 1.85%
-----------------------------
</TABLE>

---------------

55
<PAGE> 59

EXAMPLE

<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 $ 890 $1,199 $2,076
Class B..................................................... $688 $1,005 $1,247 $2,134
Class C..................................................... $288 $ 605 $1,047 $2,276
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $601 $ 890 $1,199 $2,076
Class B..................................................... $188 $ 605 $1,047 $2,134
Class C..................................................... $188 $ 605 $1,047 $2,276
</TABLE>

56
<PAGE> 60

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Convertible Securities
Fund."]

ENTERPRISE CONVERTIBLE SECURITIES FUND

FUND PROFILE

Investment Objective Total return through capital
appreciation and current income

Principal Investments Convertible securities of U.S.
companies

Fund Manager Nicholas-Applegate Capital Management

Who May Want To Invest Investors who want an increase in
the value of their investment with the potential of
receiving dividend and interest income
Investment Strategies The Convertible Fund primarily
invests in convertible securities of companies with market
capitalizations above $500 million. Convertible securities
are preferred stock or debt securities of companies that
are convertible into common stock. The Fund Manager
attempts to capture the upside potential of the underlying
securities with less downside exposure. Normally, the Fund
invests at least 65% of its total assets in income-producing equity securities,
which include convertible securities and common stocks. The Fund may also invest
in securities issued by the U.S. Government and its agencies and
instrumentalities. At all times, the Fund invests a minimum of 25% of its total
assets in common and preferred stocks and 25% in other income-producing
convertible and debt securities. The Fund may also invest up to 35% of its
assets in high-yield debt securities rated below investment grade by a
nationally recognized rating firm, or of comparable quality if unrated. These
securities are commonly known as "junk bonds."

The Fund Manager evaluates each security's investment characteristics as a fixed
income instrument as well as its potential for capital appreciation. The Fund
Manager also focuses on a "bottom-up" analysis that evaluates the financial
conditions and competitiveness of individual companies. This means that the Fund
Manager ordinarily looks for several of the following characteristics:
above-average per share earnings growth; high return on invested capital; a
healthy balance sheet; sound financial and accounting policies and overall
financial strength; strong competitive advantages; effective research and
product development and marketing; development of new technologies; efficient
service; pricing flexibility; strong management; and general operating
characteristics that will enable the companies to compete successfully in their
respective markets. The Fund Manager considers whether to sell a particular
security when any of these factors materially changes.

The Fund Manager expects a high portfolio turnover rate of 100% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks The Fund invests in convertible securities of U.S. companies,
which have investment characteristics of both equity 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. The value of the convertible and
debt securities of the Fund may fall when interest rates rise. Further, the
Fund's long-term securities might be adversely affected by changes in interest
rates because securities with longer durations are often more sensitive to
interest rate changes. Also, 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.

57
<PAGE> 61

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees(4).......................... 0.45% 1.00% 1.00%
Other Expenses(5)................................................. 0.23% 0.23% 0.23%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.43% 1.98% 1.98%
-----------------------------
</TABLE>

---------------

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $614 $ 906
Class B..................................................... $701 $1,021
Class C..................................................... $301 $ 621
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $614 $ 906
Class B..................................................... $201 $ 621
Class C..................................................... $201 $ 621
</TABLE>

58
<PAGE> 62

[Picture Description: Tool with coins: located to the left of the section
titled: "Enterprise Money Market Fund."]

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 an 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

This bar chart shows changes in the performance of the Fund's Class A shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class A shares performance from 1991-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.79% 0.53%
(SEPTEMBER 30, 1990) (JUNE 30, 1993)
</TABLE>

59
<PAGE> 63

<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, 1999) YEAR YEARS FUND MARKET INDEX(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Enterprise Money Market Fund............. Class A 4.80% 4.82% 4.40% 4.73%
Class B 4.80% N/A 4.10% 4.99%
Class C 4.80% N/A 4.77% 4.91%
IBC Taxable Money Market Index........... 4.64% 5.04%
</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

<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)
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS A CLASS B CLASS C
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees.......................................... 0.35% 0.35% 0.35%
Distribution and Service (12b-1) Fees............................. None None None
Other Expenses.................................................... 0.24% 0.25% 0.24%
-----------------------------
Total Annual Fund Operating Expenses.............................. 0.59% 0.60% 0.59%
-----------------------------
</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

<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..................................................... $ 60 $189 $329 $738
Class B..................................................... $561 $592 $535 $750
Class C..................................................... $160 $189 $329 $738
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $ 60 $189 $329 $738
Class B..................................................... $ 61 $192 $335 $750
Class C..................................................... $ 60 $189 $329 $738
</TABLE>

60
<PAGE> 64

ADDITIONAL INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISKS

SECTOR, AGGRESSIVE GROWTH, EQUITY, INTERNATIONAL/GLOBAL AND DOMESTIC HYBRID
FUNDS' INVESTMENTS

The table below shows the Sector, Aggressive Growth, Equity,
International/Global and Domestic Hybrid 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.

X = Types of securities in which a Fund invests.

<TABLE>
<CAPTION>
SECTOR FUNDS
GLOBAL GLOBAL
FINANCIAL INTERNATIONAL HEALTH
SERVICES INTERNET INTERNET CARE
<S> <C> <C> <C> <C>
U.S. Stocks* X X X
Foreign Stocks X X X
Bonds
</TABLE>

AGGRESSIVE INTERNATIONAL/ DOMESTIC HYBRID
GROWTH GLOBAL EQUITY FUNDS
<S> <C> <C> <C> <C>
U.S. Stocks* X X X X
Foreign Stocks X
Bonds X
</TABLE>

---------------

* 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 Equity
Funds (other than the Mergers and Acquisitions Fund) and Domestic Hybrid Funds
intend to invest primarily in stocks of large capitalization companies. The
Mid-Cap Growth Fund intends to invest primarily in stocks of medium
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
Statements 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; however, the Managed Fund may invest in
securities ordinarily used by other funds for defensive purposes as part of its
main investment strategy.

61
<PAGE> 65

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 CONVERTIBLE
SECURITIES BOND INCOME SECURITIES
<S> <C> <C> <C> <C>
U.S. Government Securities X X
Lower Rated Corporate Debt Securities -- Junk Bonds* X X
Mortgage-Backed Securities X
Municipal Securities X
Preferred Stock X
</TABLE>

---------------

* "Junk Bond" refers to any security rated lower than "Baa" by Moody's Investors
Service. If a Moody's rating is not available, the bond 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.

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.

INITIAL PUBLIC OFFERINGS ("IPOS")

Some of the Funds may participate in the IPO market, and a significant
portion of those Funds' returns may be attributable to their investment in IPOs,
which have a magnified impact due to small asset bases. There is no guarantee
that as those Funds' assets grow they will continue to experience substantially
similar performance by investing in IPOs.

62
<PAGE> 66

HIGHER-RISK SECURITIES AND PRACTICES

The following pages discuss the risks associated with certain types of
higher-risk securities in which the Funds may invest and certain higher-risk
practices in which the Funds might engage.

FOREIGN SECURITIES. Each of the Funds, except the Money Market Fund, might
invest in foreign securities. These are some of the risks in owning foreign
securities:

- Currency Fluctuation Risk. When a Fund invests in a security issued by a
foreign company, the principal, income and sales proceeds may be paid to the
Fund in a foreign currency. If a foreign currency declines in value relative
to the U.S. dollar, the value of a Fund's investments could decline as a
result.

- Social, Political and Economic Risk. The countries where some of the Funds
may invest might be subject to a higher degree of social, political and
economic instability than the United States, resulting from, among other
things, inflation, changes in governments, increases in taxation and
nationalizations. This instability might affect the financial condition of a
company in which a Fund might invest and might disrupt the financial markets
of a country in which a Fund has holdings.

- Regulation Risk. The countries where some of the Funds may invest generally
are subject to less stringent regulations, including financial and accounting
controls, than are U.S. companies. As a result there generally is less
publicly available information about foreign companies than about U.S.
companies.

- Trading Risk. Trading practices in certain foreign countries are also
significantly different from those in the United States. Although brokerage
commissions are generally higher than those in the U.S., the Investment
Adviser will seek to achieve the most favorable net results. In addition,
securities settlements and clearance procedures may be less developed and less
reliable than those in the United States. Delays in settlement could result in
temporary periods in which the assets of the Funds are not fully invested, or
could result in a Fund being unable to sell a security in a falling market.

- Custodial and Registration Procedures Risk. Systems for the registration and
transfer of securities in foreign markets can be less developed than similar
systems in the United States. There may be no standardized process for
registration of securities or a central registration system to track share
ownership. The process for transferring shares may be cumbersome, costly,
time-consuming and uncertain.

- Liquidity Risk. The securities markets in foreign countries have less trading
volume than in the United States and their securities are often less liquid
than securities in the United States. In countries with emerging securities
markets, liquidity might be particularly low. This could make it difficult for
a Fund to sell a security at a time or price desired.

- Emerging Securities Markets Risk. To the extent that the Funds invest in
countries with emerging markets, the foreign securities risk are magnified
since these countries may have unstable coverage and less established market.

HIGH YIELD SECURITIES. Each of the Funds, except the Balanced Fund, may invest
in debt securities that are rated below investment grade. These securities
typically offer higher yields than investment grade securities, but are also
subject to more risk. This risk includes, but is not limited to, the following:

- Susceptibility to Economic Downturns. Issuers of securities that are below
investment grade tend to be more greatly affected by economic downturns than
issuers of higher grade securities. Consequently, there is a greater risk that
an issuing company will not be able to make principal and interest payments.

- Liquidity Risk. The market for securities that are below investment grade is
often less liquid than the market for investment grade securities. This could
make it difficult for a Fund to sell a security at a time or price desired.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds, except the Money Market
Fund, may invest in illiquid and restricted securities.

- Illiquid Securities. These are securities that a Fund cannot sell on an open
market. This means that a Fund might not be able to sell an illiquid security
when it desires and that it might be difficult to value such a security.

- Restricted Securities. These are securities that are subject to contractual
restrictions on resale. Such a restriction could limit a security's liquidity.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements under
which a Fund purchases a security that a seller has agreed to repurchase from
the Fund at a later date at the same price plus interest. If a

63
<PAGE> 67

seller defaults and the security declines in value, the Fund might incur a loss.
If the seller declares bankruptcy, the Funds may not be able to sell the
security at the desired time.

HEDGING. Each of the Funds, except the Money Market Fund, may use certain
derivative investment techniques to reduce, or hedge against, various market
risks, such as interest rates, currency exchange rates and market movements.
Derivatives are financial instruments whose performance is derived, at least in
part, from the performance of an underlying asset. When derivatives are 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. Derivatives may include, but are not limited
to, puts, calls, futures and foreign currency contracts.

- Put and Call Options. Options are rights to buy or sell an underlying asset
for a specified price during, or at the end of, a specified period of time. A
call option gives the holder the right to purchase the underlying asset from
the writer of the option. A put option gives the holder the right to sell the
underlying asset to the writer of the option. The writer of the option
receives a payment from holder, which the writer keeps regardless of whether
the holder exercises the option. Puts and calls could cause a Fund to lose
money by forcing the sale or purchase of securities at inopportune times or,
in the case of puts, for prices higher or, in the case of calls, for prices
lower than current market values.

- Futures Transactions. These transactions involve the future sale by one party
and purchase by another of a specified amount of an underlying asset at a
price, date and time specified in the transaction contract. Futures contracts
traded over-the-counter are often referred to as forward contracts. A contract
to buy is often referred to as holding a long position, and a contract to sell
is often referred to as holding a short position. With futures contracts,
there is a risk that the prices of the securities subject to the futures
contract may not correlate perfectly with the prices of the securities in the
Fund's portfolio. This may cause the futures contract to react differently
than the portfolio securities to market changes. Also, it is not certain that
a secondary market for positions in futures contracts will exist.

- Foreign currency transactions. These are a type of futures transaction,
which involve the future sale by one party and purchase by another of a
given amount of foreign currency at a price, date and time specified in the
transaction contract. Changes in currency exchange rates will affect these
transactions and may result in poorer overall performance for a Fund than if
it had not engaged in such transactions.

SHORT SALES. The Global Health Care, Mid-Cap Growth, Large-Cap, International
Core Growth, Emerging Countries, Worldwide Growth, Convertible Securities and
Mergers and Acquisitions Funds engage in short sales. A "short sale" is the sale
by the Funds of a security which has been borrowed from a third party on the
expectation that the market price will drop. If the price of the security drops,
the Funds will make a profit by purchasing the security in the open market at a
lower price than at which it sold the security. If the price of the security
rises, the Funds may have to cover short positions at a higher price than the
short sale price, resulting in a loss.

A short sale can be covered or uncovered. In a covered short sale, a Fund either
(1) borrows and sells securities it already owns (also known as a short sale
"against the box"), or (2) deposits in a segregated account cash, U.S.
government securities, or other liquid securities in an amount equal to the
difference between the market value of the securities and the short sale price.
Use of uncovered short sales is a speculative investment technique and has
potentially unlimited risk of loss. Accordingly, a Fund will not make uncovered
short sales in an amount exceeding the lesser of 2% of the Fund's net assets or
2% of the securities of such class of the issuer.

SECURITIES LENDING. The Global Health Care, Mid-Cap Growth, Large-Cap,
International Core Growth, Emerging Countries, Worldwide Growth, Convertible
Securities and Mergers and Acquisitions Funds may lend portfolio securities.
There is a risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Funds may, therefore, lose
the opportunity to sell the securities at the desirable price.

ACTIVE PORTFOLIO TRADING. The Global Health Care, Mid-Cap Growth, Large-Cap,
International Core Growth, Emerging Countries, Worldwide Growth, Convertible
Securities and Mergers and Acquisitions Funds may have high turnover rates that
are likely to generate more taxable short-term gains for shareholders and may
have an adverse effect on the Funds' performance.

64
<PAGE> 68

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 will Yes. Payable if you redeem Yes. Payable if you redeem
Charge ("CDSC")? charge a CDSC if you sell your shares within six your shares within one year
within two years of years of purchase. Amount of purchase.
purchasing shares, on which of CDSC gradually decreases
no initial sales charge was over time.
imposed 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 who
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.

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.

65
<PAGE> 69

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(3)... 2.00% 2.04% 1.50%
$1,000,000 and up(3)......... None None 1% of the first $4.99
million; 0.75% of amounts
from $5-19.99 million; 0.50%
of amounts from $20 million
to $100 million; 0.25% of
amounts in excess of $100
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 certain employee benefit plans qualified under Section 401 and 403 of the
Internal Revenue Code invest $500,000 or more or if you invest $1,000,000 or
more in Class A shares, no initial sales charge applies. However, if the
plan or you redeem shares within 24 months of the end of the calendar month
of their purchase, the plans or you will be charged a CDSC of 1%. The
Distributor will compensate dealers in connection with purchases of Class A
shares in excess of $500,000.

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 will 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.

66
<PAGE> 70

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 will 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 is carried forward from the initial
purchase.

The following example illustrates the calculation of a 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.

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.

- Investors who purchase Fund shares with the proceeds from the
redemption of shares of a mutual fund previously managed by
Nicholas-Applegate Capital Management for which they paid an initial
sales charge, provided that the investment in the Fund is made within
45 days of the redemption.

67
<PAGE> 71

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.

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), deferred compensation plans under the IRC Section 457 and
other employee benefit plans ("plans"), and returns of excess
contributions made to these plans.

- 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
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.

68
<PAGE> 72

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
each Fund, 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
your broker/dealer, 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.
Acquire Additional Shares through the If you have your bank account linked to your Enterprise
Automatic Purchase Plan account, you can call Shareholder Services at 1-800-368-3527
prior to 4:00 Eastern Standard Time and purchase shares at
that day's closing price. The money will be taken from your
bank account within one to five days.
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 Retirement Plan Department.
</TABLE>

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<PAGE> 73

<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. If you have previously linked
your bank account to your Enterprise account, you can have
the proceeds sent via the ACH system to your bank. Provided
you call by 4:00 Eastern Standard Time, you will receive the
closing price of the day that you call, and the money will
be sent to your bank account within one to five days.
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 219731 written request. You must obtain a signature guarantee if:
Kansas City, MO 64121-9731 - the total 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 In General 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>

70
<PAGE> 74

<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 completing Optional
Features section of account application.
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 unless you
purchased shares at net asset value. 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>

71
<PAGE> 75

<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 is carried forward from the initial purchase. 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 219731 - the account name(s) and address,
Kansas City, MO 64121-9731 - 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>

72
<PAGE> 76

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. 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.

Short-term debt securities with 61 days or more to maturity at time of
purchase are valued at market value through the 61st day prior to maturity,
based on quotations received from market makers or other appropriate sources;
thereafter, any unrealized appreciation or depreciation existing on the 61st day
is amortized on a straight-line basis over the remaining number of days to
maturity. Short-term debt securities having a remaining maturity of sixty days
or less are valued at amortized cost, which approximates market value. 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. Price calculations will be based on trades placed in good order by the
close of regular trading on each day the New York Stock Exchange is open. 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.

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<PAGE> 77

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 AND REDEMPTIONS

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 or redemptions 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. The Funds may
also may refuse any exchange order.

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 219731, Kansas City, MO 64121-9731.
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.

REPORTS TO SHAREHOLDERS

Every year the Funds will send you an annual report (along with an updated
prospectus) and a semi-annual report, which contain important financial
information. To reduce expenses, the Funds will send one annual shareholder
report, one semi-annual shareholder report and one annual prospectus per
household, unless you instruct the Funds or your financial adviser otherwise.

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 and declares and pays
dividends of investment income, if any, at least annually. The following Funds
declare daily and pay monthly dividends of

74
<PAGE> 78

investment income: Government Securities Fund, High-Yield Bond Fund, Tax-Exempt
Income Fund and Money Market Fund.

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. It
is expected that distributions from the Income Funds (other than exempt interest
dividends paid by the Tax-Exempt Income Fund) and the Money Market Fund
generally will be taxed as ordinary income. 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.
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.

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<PAGE> 79

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 31
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 Enterprise Growth Fund. The
Advisor also serves as investment advisor to Enterprise Accumulation Trust and
Enterprise International Group of Funds. The Advisor's address is Atlanta
Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, GA 30326-1022.

The following table sets forth the fee paid to the Advisor for the fiscal
year ended December 31, 2000 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> <C>
Internet Fund............................................... 1.00%
International Internet Fund................................. 1.00%
Global Financial Services Fund.............................. 0.85%
Global Health Care Fund..................................... 1.00%
Small Company Growth Fund................................... 1.00%
Small Company Value Fund.................................... 0.75%
Multi-Cap Growth Fund....................................... 1.00%
Mid-Cap Growth Fund......................................... 0.75%
International Growth Fund................................... 0.85%
Global Socially Responsive Fund............................. 0.90%
International Core Growth Fund.............................. 1.00%
Emerging Countries Fund..................................... 1.25%
Worldwide Growth Fund....................................... 1.00%
Growth Fund................................................. 0.75%
Equity Fund................................................. 0.75%
Equity Income Fund.......................................... 0.75%
Growth and Income Fund...................................... 0.75%
Capital Appreciation Fund................................... 0.75%
Large-Cap Fund.............................................. 0.75%
* Mergers and Acquisitions Fund............................... 0.90%
Balanced Fund............................................... 0.75%
Managed Fund................................................ 0.75%
Government Securities Fund.................................. 0.60%
Tax-Exempt Income Fund...................................... 0.50%
High-Yield Bond Fund........................................ 0.60%
Convertible Securities Fund................................. 0.75%
Money Market Fund........................................... 0.35%
</TABLE>

* Because the Mergers and Acquisitions Fund was not in existence on December 31,
2000, the fees in the table above reflect the fees that will be paid to the
Advisor for the fiscal year ending December 31, 2001.

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<PAGE> 80

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.

77
<PAGE> 81

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Internet Fund Alger has been an investment advisor David Alger and Dan Chung are the
since 1964. As of December 31, 1999, individuals responsible for the
Fred Alger Management, Inc. total assets under management for all day-to-day management of the Fund.
("Alger") clients were approximately $17.4 Mr. Alger has been employed by Alger
1 World Trade Center billion. Usual investment minimum is as Executive Vice President and
Suite 9333 $5 million. Director of Research since 1971 and
New York, NY 10048 as President since 1995. Mr. Chung
has been employed by Alger since 1995
as Senior Vice President and Senior
Analyst. They have more than 30
years' combined experience in the
investment industry.
International Internet Fund Alger has been an investment advisor David Alger and Dan Chung are the
since 1964. As of December 31, 1999, individuals responsible for the
Alger total assets under management for all day-to-day management of the Fund.
1 World Trade Center clients were approximately $17.4 Mr. Alger has been employed by Alger
Suite 9333 billion. Usual investment minimum is as Executive Vice President and
New York, NY 10048 $5 million. Director of Research since 1971 and
as President since 1995. Mr. Chung
has been employed by Alger since 1995
as Senior Vice President and Senior
Analyst. They have more than 30
years' combined experience in the
investment industry.
Global Financial Services Fund Sanford Bernstein was established in The day-to-day management of this
2000. As of June 30, 2000, its Fund is performed by Sanford
Sanford C. Bernstein & Co., LLC predecessor, Sanford C. Bernstein & Bernstein's International Value
("Sanford Bernstein") Co., Inc., had $82.7 billion in Equity Policy Group, chaired by
767 Fifth Avenue assets under management. Usual Andrew S. Adelson, who has more than
New York, New York 10153-0185 investment minimum is $5 million. 20 years' experience in the
investment industry. He joined
Sanford Bernstein in 1980 and has
served as Chief Investment Officer of
International Value Equities since
2000. Prior to that, he served as
Chief Investment Officer of
International Investment Services
since 1990.
Global Health Care Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate Capital Management 2000, it had $42.8 billion under team.
("Nicholas-Applegate") management. Usual investment minimum
600 West Broadway is $250,000 for institutional
San Diego, CA 92101 account.
Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling since 1977. As of December Witter, and Paul B. Phillips,
William D. Witter, Inc. 31, 1999, total assets under Managing Director of Witter, are
("Witter") management for all clients were $1.4 responsible for the day-to-day
One Citicorp Center billion. Usual investment minimum is management of the Fund. They have
153 East 53rd Street $1 million. more than 80 years' combined
New York, New York 10022 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 Chief
Company, Inc., was founded in 1977. Investment Officer of GAMCO since its
Gabelli Asset Management Company As of March 31, 1999, total assets inception in 1977 and is responsible
(GAMCO Investors, Inc.) under management for all clients were for the day-to-day management of the
("GAMCO") $9.3 billion. Usual investment Fund. He has more than 28 years'
One Corporate Center minimum is $1 million. experience in the investment
Rye, New York 10580 industry.
</TABLE>

78
<PAGE> 82

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Multi-Cap Growth Fund Alger has been an investment adviser David Alger and Seilai Khoo are the
since 1964. As of December 31, 1999, individuals responsible for the
Alger total assets under management for all day-to-day management of the Fund.
1 World Trade Center clients were approximately $17.4 Mr. Alger has been employed by Alger
Suite 9333 billion. Usual investment minimum is as Executive Vice President and
New York, NY 10048 $5 million. Director of Research since 1971 and
as President since 1995. Ms. Khoo has
been employed by Alger as Senior Vice
President and Portfolio Manager since
1995 and served as Senior Research
Analyst from 1990 to 1995. They have
more than 40 years' combined
experience in the investment
industry.
Mid-Cap Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
International Growth Fund Vontobel has provided investment Fabrizio Pierallini, Senior Vice
counseling since 1984. Vontobel's President and Managing Director of
Vontobel USA Inc. assets under management for all International Investments is
("Vontobel") clients were $2.1 billion as of responsible for the day-to-day
450 Park Avenue December 31, 1999. Usual investment management of the Fund. Mr.
New York, New York 10022 minimum is $10 million. Pierallini 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 and has more than 18 years
experience in the investment
industry.
Global Socially Responsive Fund Rockefeller was incorporated in 1979 Farha-Joyce Haboucha, Co-director of
and as of December 31, 1999, had $5.6 Socially Responsive Investments is
Rockefeller & Co., Inc. billion under management. Usual responsible for the day-to-day
("Rockefeller") investment minimum is $20 million for management of the Fund. Ms. Haboucha
30 Rockefeller Plaza, separately managed accounts and $5 has been employed by Rockefeller
54th floor million for pooled investment since 1997. She previously served for
New York, New York 10112 vehicles. 10 years as a Senior Portfolio
Manager and Co-director of Socially
Responsive Investment Services at
Neuberger & Berman and has more than
18 years experience in the investment
industry.
International Core Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Emerging Countries Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Worldwide Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Growth Fund Montag & Caldwell has served as the Ronald E. Canakaris, President and
Fund Manager to Alpha Fund, Inc., the Chief Investment Officer of Montag &
Montag & Caldwell, Inc. predecessor of the Growth Fund, since Caldwell, is responsible for the
("Montag & Caldwell") the Fund was organized in 1968. day-to-day investment management of
3455 Peachtree Road, N.E. Montag & Caldwell and its the Growth Fund and has more than 30
Suite 1200 predecessors have been engaged in the years' experience in the investment
Atlanta, Georgia 30326-3248 business of providing investment industry. He has been President of
counseling to individuals and Montag & Caldwell for more than 15
institutions since 1945. Total assets years.
under management for all clients were
approximately $35.1 billion as of
December 31, 1999. Usual investment
minimum is $40 million.
</TABLE>

79
<PAGE> 83

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Equity Fund The Board of Directors named TCW Fund Glen E. Bickerstaff is responsible
Manager effective November 1, 1999. for the day-to-day management of the
TCW Investment Management Company TCW was founded in 1971 and as of Fund and is a Managing Director of
("TCW") December 31, 1999, TCW and its TCW, which he joined in May of 1998.
865 South Figueroa Street affiliated companies had He has more than 19 years of
Suite 1800 approximately $71 billion under investment industry experience, and
Los Angeles, California 90017 management. Usual investment minimum he previously served as Senior
for equity accounts is $100 million. Portfolio Manager and Vice President
for Transamerica Investment Services.
Equity Income Fund 1740 Advisers has been providing John V. Rock, President and Director
investment counseling since 1971. of 1740 Advisers, is responsible for
1740 Advisers, Inc. 1740 Advisers is an affiliate of the the day-to-day investment management
("1740 Advisers") Advisor. Total assets under of the Fund and has more than 35
1740 Broadway management for 1740 Advisers as of years' experience in the investment
New York, New York 10019 December 31, 1999, were approximately industry. He has served as President
$2.1 billion. Usual investment of 1740 Advisers since 1974.
minimum is $20 million.
Growth and Income Fund RSI has served as Fund Manager for James P. Coughlin, President and
Retirement System Fund Inc. Core Chief Investment Officer of RSI, is
Retirement System Investors Inc. Equity Fund, the predecessor of The responsible for the day-to-day
("RSI") Growth and Income Fund, since that management of the Fund and has more
317 Madison Avenue Fund was organized in 1991. RSI has than 30 years' experience in the
New York, New York 10017 been engaged in providing investment investment industry. He has served as
advisory services since 1989. Total President and Chief Investment
assets under management for RSI were Officer of RSI since 1989.
$974 million as of December 31, 1999.
Capital Appreciation Fund The Board of Directors named Marsico Thomas F. Marsico is responsible for
Fund Manager effective November 1, the day-to-day management of the
Marsico Capital Management, LLC 1999. Marsico has been providing Fund. He has more than 19 years of
("Marsico") investment counseling since 1997. As investment industry experience. He
1200 17th Street of December 31, 1999, total assets founded Marsico in 1997 and
Suite 1300 under management for all clients were previously served as Portfolio
Denver, Colorado 80202 approximately $14.1 billion. Usual Manager for Janus Capital
investment minimum is $100 million. Corporation.
Large-Cap Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Mergers and Acquisitions Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as Chief
Company, Inc., was founded in 1977. Investment Officer of GAMCO since its
GAMCO As of September 30, 2000, total inception in 1977 and is responsible
One Corporate Center assets under management for all for the day-to-day management of the
Rye, New York 10580 clients were $9.7 billion. Usual Fund. He has more than 28 years'
investment minimum is $1 million. experience in the investment
industry.
Balanced Fund Montag & Caldwell has served as the Ronald E. Canakaris, President and
Fund Manager to Alpha Fund, Inc., the Chief Investment Officer of Montag &
Montag & Caldwell predecessor of the Growth Fund, since Caldwell and Helen M. Donahue,
3455 Peachtree Road, N.E. the Fund was organized in 1968. Assistant Vice President, are
Suite 1200 Montag & Caldwell and its responsible for the day-to-day
Atlanta, Georgia 30326-3248 predecessors have been engaged in the investment management of the Balanced
business of providing investment Fund. They have more than 36 years'
counseling to individuals and combined experience in the investment
institutions since 1945. Total assets industry. Mr. Canakaris has been
under management for all clients were President of Montag & Caldwell for
approximately $35.1 billion as of more than 15 years. Ms. Donahue has
December 31, 1999. Usual investment served as Assistant Vice President
minimum is $40 million. since 1997 and immediately prior to
that served as Senior Consultant at
Ernst & Young, L.L.P. in 1997. She
was the Assistant Vice President of
Legg Mason Capital Management from
1991-1996.
</TABLE>

80
<PAGE> 84

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Managed Fund The two Fund Managers are allocated James Rullo, a partner of Wellington
net cash flows into and redemptions Management who has 14 years of
Wellington Management Company, LLP out of the Fund on a 50/50 basis. experience in the investment
("Wellington Management") industry, is responsible for
75 State Street Wellington Management has provided day-to-day management of the Fund. He
Boston, Massachusetts 02109 investment counseling services since has been with Wellington Management
and 1928, and as of September 30, 2000, since 1994.
Sanford Bernstein had assets under management for all
767 Fifth Avenue clients of over $250 billion. The Day-to-day management of Sanford
New York, New York usual minimum for separate account Bernstein's portion of the Fund will
10153-0185 investment is generally $10 to $50 be handled by Sanford Bernstein's
million. Structured Equities Investment Policy
Group, chaired by Steven
Sanford Bernstein was established in Pisarkiewicz, who has 15 years of
2000. As of June 30, 2000, its experience in the investment
predecessor, Sanford C. Bernstein & industry. He joined Sanford Bernstein
Co., Inc., had $82.7 billion in in 1989 and assumed his current
assets under management. Usual position as Chief Investment Officer
investment minimum is $5 million. for Structured Equity Services in
1998. He previously served as
Managing Director of Institutional
Services from 1991-1997 and as Senior
Portfolio Manager for U.S. Equity
investment group from 1997-1998.
Government Securities Fund The firm was founded in 1971 and as Philip A. Barach and Jeffrey E.
of December 31, 1999, TCW and its Gundlach, Managing Directors of TCW
TCW affiliated companies had are responsible for the day-to-day
865 South Figueroa Street approximately $71 billion under investment management of the Fund and
Suite 1800 management or committed for have more than 37 years' combined
Los Angeles, California 90017 management in various fiduciary experience in the investment
advisory capacities. Usual investment industry. They have served as
minimum for fixed income accounts is Managing Directors since they joined
$50 million. TCW in 1987 and 1985, respectively.
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined MBIA as
counseling services since 1987. As of President and Chief Investment
MBIA Capital Management Corp. December 31, 1999, assets under Officer and has held those positions
("MBIA") management for all clients were since 1994. He has more than 25
113 King Street approximately $29.6 billion. Usual years' experience in the investment
Armonk, New York 10504 investment minimum is $10 million. industry and serves as portfolio
manager to the Fund.
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing Director and
investment advice with respect to Chief Investment Officer of Caywood-
Caywood-Scholl Capital Management high-yield, low grade fixed income Scholl, is responsible for the
("Caywood-Scholl") instruments since 1986. As of day-to-day management of the Fund. He
4350 Executive Drive, Suite 125 December 31, 1999, assets under has more than 30 years' investment
San Diego, California 92121 management for all clients were industry experience. He joined
approximately $1.4 billion. Usual Caywood-Scholl in 1986 as Managing
investment minimum is $1 million. Director and Chief Investment Officer
and has held those positions since
1986.
Convertible Securities Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by an investment management
Nicholas-Applegate 2000, it had $42.8 billion under team.
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
</TABLE>

81
<PAGE> 85

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. The financial highlights for the International
Internet Fund, Global Health Care Fund, Mid-Cap Growth Fund, Large-Cap Fund,
Mergers and Acquisitions Fund, Global Socially Responsive Fund, International
Core Growth Fund, Emerging Countries Fund, Worldwide Growth Fund, Convertible
Securities Fund and Mergers and Acquisitions Fund are not provided because these
Funds have been in operation for under six months.

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED JULY 1, 1999 THROUGH
ENTERPRISE INTERNET FUND (CLASS A) JUNE 30, 2000 DECEMBER 31, 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 31.72 $ 10.00
Net Investment Income (Loss)....................... (0.24)(F) (0.12)(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (3.40) 22.19
---------------------------------------
Total from Investment Operations................... (3.64) 22.07
---------------------------------------
Dividends from Net Investment Income............... -- --
Distributions from Capital Gains................... (0.10) (0.35)
---------------------------------------
Total Distributions................................ (0.10) (0.35)
---------------------------------------
Net Asset Value End of Period...................... $ 27.98 $ 31.72
---------------------------------------
Total Return(C).................................... (11.56)%(B) 220.79%(B)
Net Assets End of Period (In Thousands)............ $176,905 $119,283
Ratio of Expenses to Average Net Assets............ 1.88%(A) 1.90%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 1.88%(A) 2.04%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (1.56)%(A) (1.28)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (1.56)%(A) (1.42)%(A)
Portfolio Turnover Rate............................ 58% 31%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED JULY 1, 1999 THROUGH
ENTERPRISE INTERNET FUND (CLASS B) JUNE 30, 2000 DECEMBER 31, 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 31.65 $ 10.00
Net Investment Income (Loss)....................... (0.33)(F) (0.18)(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (3.35) 22.18
---------------------------------------
Total from Investment Operations................... (3.68) 22.00
---------------------------------------
Dividends from Net Investment Income............... -- --
Distributions from Capital Gains................... (0.10) (0.35)
---------------------------------------
Total Distributions................................ (0.10) (0.35)
---------------------------------------
Net Asset Value End of Period...................... $ 27.87 $ 31.65
---------------------------------------
Total Return(D).................................... (11.71)%(B) 220.09%(B)
Net Assets End of Period (In Thousands)............ $180,695 $107,176
Ratio of Expenses to Average Net Assets............ 2.43%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.43%(A) 2.56%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (2.11)(A) (1.85)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (2.11)%(A) (1.96)%(A)
Portfolio Turnover Rate............................ 58% 31%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED JULY 1, 1999 THROUGH
ENTERPRISE INTERNET FUND (CLASS C) JUNE 30, 2000 DECEMBER 31, 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 31.65 $ 10.00
Net Investment Income (Loss)....................... (0.33)(F) (0.17)(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (3.38) 22.17
---------------------------------------
Total from Investment Operations................... (3.71) 22.00
---------------------------------------
Dividends from Net Investment Income............... -- --
Distributions from Capital Gains................... (0.10) (0.35)
---------------------------------------
Total Distributions................................ (0.10) (0.35)
---------------------------------------
Net Asset Value End of Period...................... $ 27.84 $ 31.65
---------------------------------------
Total Return(D).................................... (11.80)%(B) 220.09%(B)
Net Assets End of Period (In Thousands)............ $ 61,796 $35,448
Ratio of Expenses to Average Net Assets............ 2.44%(A) 2.45%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.44%(A) 2.57%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (2.12)%(A) (1.84)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (2.12)%(A) (1.96)%(A)
Portfolio Turnover Rate............................ 58% 31%
</TABLE>

82
<PAGE> 86

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) FOR YEAR FOR THE PERIOD
SIX MONTHS ENDED OCTOBER 1, 1998
ENDED DECEMBER 31, THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS A) JUNE 30, 2000 1999 DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.58 $ 6.05 $ 5.00
Net Investment Income (Loss)................................ 0.03%(F) 0.06(F) 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... (0.27) (0.37) 1.04
-------------------------------------------------------------
Total from Investment Operations............................ (0.24) (0.31) 1.05
-------------------------------------------------------------
Dividends from Net Investment Income........................ -- (0.04) --
Distributions from Capital Gains............................ (0.02) (0.12) --
-------------------------------------------------------------
Total Distributions......................................... (0.02) (0.16) --
-------------------------------------------------------------
Net Asset Value End of Period............................... $ 5.32 $ 5.58 $ 6.05
-------------------------------------------------------------
Total Return(C)............................................. (4.39)%(B) (5.01)% 21.00%(B)
Net Assets End of Period (In Thousands)..................... $11,469 $5,179 $1,426
Ratio of Expenses to Average Net Assets..................... 1.75%(A) 1.75% 1.75%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.34%(A) 2.92% 6.58%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 1.34%(A) 1.00% 0.16%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 0.75%(A) (0.17)% (4.68)%(A)
Portfolio Turnover Rate..................................... 13% 16% 2%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR YEAR FOR THE PERIOD
SIX MONTHS ENDED OCTOBER 1, 1998
ENDED DECEMBER 31, THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS B) JUNE 30, 2000 1999 DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.55 $ 6.03 $ 5.00
Net Investment Income (Loss)................................ 0.02%(F) 0.03(F) 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... (0.27) (0.37) 1.02
-------------------------------------------------------------
Total from Investment Operations............................ (0.25) (0.34) 1.03
-------------------------------------------------------------
Dividends from Net Investment Income........................ -- (0.02) --
Distributions from Capital Gains............................ (0.02) (0.12) --
-------------------------------------------------------------
Total Distributions......................................... (0.02) (0.14) --
-------------------------------------------------------------
Net Asset Value End of Period............................... $ 5.28 $ 5.55 $ 6.03
-------------------------------------------------------------
Total Return(D)............................................. (4.60)%(B) (5.50)% 20.60%(B)
Net Assets End of Period (In Thousands)..................... $7,025 $4,661 $1,023
Ratio of Expenses to Average Net Assets..................... 2.30%(A) 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.90%(A) 3.49% 7.50%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.62%(A) 0.44% (0.49)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 0.02%(A) (0.75)% (5.69)%(A)
Portfolio Turnover Rate..................................... 13% 16% 2%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR YEAR FOR THE PERIOD
SIX MONTHS ENDED OCTOBER 1, 1998
ENDED DECEMBER 31, THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS C) JUNE 30, 2000 1999 DECEMBER 31, 1998
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 5.56 $ 6.03 $ 5.00
Net Investment Income (Loss)................................ 0.03(F) 0.02(F) 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... (0.29) (0.34) 1.02
------------------------------------------------------------
Total from Investment Operations............................ (0.26) (0.32) 1.03
------------------------------------------------------------
Dividends from Net Investment Income........................ -- (0.03) --
Distributions from Capital Gains............................ (0.02) (0.12) --
------------------------------------------------------------
Total Distributions......................................... (0.02) (0.15) --
------------------------------------------------------------
Net Asset Value End of Period............................... $ 5.28 $ 5.56 $ 6.03
------------------------------------------------------------
Total Return(D)............................................. (4.77)%(B) (5.31)% 20.60%(B)
Net Assets End of Period (In Thousands)..................... $1,040 $ 718 $ 218
Ratio of Expenses to Average Net Assets..................... 2.30%(A) 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.91%(A) 3.50% 6.42%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.59%(A) 0.39% (0.33)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.02)%(A) (0.81)% (4.45)%(A)
Portfolio Turnover Rate..................................... 13% 16% 2%
</TABLE>

83
<PAGE> 87

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------------- OCTOBER 1 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS A) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 33.26 $ 22.44 $23.39 $ 26.61
Net Investment Income (Loss).................... (0.23)(F) (0.35)(F) (0.32)(F) (0.40)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 0.89 11.17 (0.63) (2.27)
--------------------------------------------------------------------
Total from Investment Operations................ 0.66 10.82 (0.95) (2.67)
--------------------------------------------------------------------
Dividends from Net Investment Income............ -- -- -- --
Distributions from Capital Gains................ (0.25) -- -- (0.55)
--------------------------------------------------------------------
Total Distributions............................. (0.25) -- -- (0.55)
--------------------------------------------------------------------
Net Asset Value End of Period................... $ 33.67 $ 33.26 $22.44 $ 23.39
--------------------------------------------------------------------
Total Return(C)................................. 1.88%(B) 48.22% (4.06)% (10.04)%(B)
Net Assets End of Period (In Thousands)......... $32,323 $19,024 $8,194 $ 4,861
Ratio of Expenses to Average Net Assets......... 1.85%(A) 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.03%(A) 2.29% 2.66% 2.38%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (1.33)%(A) (1.38)% (1.43)% (1.56)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (1.51)%(A) (1.82)% (2.24)% (2.09)%(A)
Portfolio Turnover Rate......................... 29% 62% 151% 24%(A)

FOR THE PERIOD
JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS A) SEPTEMBER 30, 1997
------------------------------------------------ ------------------
<S> <C>
Net Asset Value Beginning of Period............. $24.54
Net Investment Income (Loss).................... (0.05)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 2.12
------------------
Total from Investment Operations................ 2.07
------------------
Dividends from Net Investment Income............ --
Distributions from Capital Gains................ --
------------------
Total Distributions............................. --
------------------
Net Asset Value End of Period................... $26.61
------------------
Total Return(C)................................. 8.44%(B)
Net Assets End of Period (In Thousands)......... $2,102
Ratio of Expenses to Average Net Assets......... 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 4.48%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (1.61)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (4.25)%(A)
Portfolio Turnover Rate......................... 158%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------------- OCTOBER 1 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS B) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 32.62 $ 22.13 $23.33 $ 26.58
Net Investment Income (Loss).................... (0.32)(F) (0.48)(F) (0.41)(F) (0.47)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 0.91 10.97 (0.79) (2.23)
--------------------------------------------------------------------
Total from Investment Operations................ 0.59 10.49 (1.20) (2.70)
--------------------------------------------------------------------
Dividends from Net Investment Income............ -- -- -- --
Distributions from Capital Gains................ (0.25) -- -- (0.55)
--------------------------------------------------------------------
Total Distributions............................. (0.25) -- -- (0.55)
--------------------------------------------------------------------
Net Asset Value End of Period................... $ 32.96 $ 32.62 $22.13 $ 23.33
--------------------------------------------------------------------
Total Return(D)................................. 1.70%(B) 47.40% (5.14)% (10.16)%(B)
Net Assets End of Period (In Thousands)......... $34,775 $19,798 $8,760 $ 2,842
Ratio of Expenses to Average Net Assets......... 2.40%(A) 2.40% 2.40% 2.40%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.58%(A) 2.84% 3.24% 2.93%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (1.88)%(A) (1.93)% (1.94)% (2.11)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (2.06)%(A) (2.37)% (2.78)% (2.64)%(A)
Portfolio Turnover Rate......................... 29% 62% 151% 24%(A)

FOR THE PERIOD
JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS B) SEPTEMBER 30, 1997
------------------------------------------------ ------------------
<S> <C>
Net Asset Value Beginning of Period............. $24.54
Net Investment Income (Loss).................... (0.05)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 2.09
------------------
Total from Investment Operations................ 2.04
------------------
Dividends from Net Investment Income............ --
Distributions from Capital Gains................ --
------------------
Total Distributions............................. --
------------------
Net Asset Value End of Period................... $26.58
------------------
Total Return(D)................................. 8.31%(B)
Net Assets End of Period (In Thousands)......... $1,099
Ratio of Expenses to Average Net Assets......... 2.40%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 5.52%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (2.18)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (5.29)%(A)
Portfolio Turnover Rate......................... 158%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------------- OCTOBER 1 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 32.73 $22.21 $23.32 $ 26.57
Net Investment Income (Loss).................... (0.32)(F) (0.47)(F) (0.41)(F) (0.62)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 0.91 10.99 (0.70) (2.08)
-------------------------------------------------------------------
Total from Investment Operations................ 0.59 10.52 (1.11) (2.70)
-------------------------------------------------------------------
Dividends from Net Investment Income............ -- -- -- --
Distributions from Capital Gains................ (0.25) -- -- (0.55)
-------------------------------------------------------------------
Total Distributions............................. (0.25) -- -- (0.55)
-------------------------------------------------------------------
Net Asset Value End of Period................... $ 33.07 $32.73 $22.21 $ 23.32
-------------------------------------------------------------------
Total Return(D)................................. 1.70%(B) 47.37% (4.76)% (10.16)%(B)
Net Assets End of Period (In Thousands)......... $ 8,311 $4,654 $2,481 $ 795
Ratio of Expenses to Average Net Assets......... 2.40%(A) 2.40% 2.40% 2.40%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.58%(A) 2.84% 3.24% 2.93%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (1.87)%(A) (1.93)% (1.93)% (2.11)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (2.05)%(A) (2.37)% (2.77)% (2.64)%(A)
Portfolio Turnover Rate......................... 29% 62% 151% 24%(A)

FOR THE PERIOD
JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS C) SEPTEMBER 30, 1997
------------------------------------------------ ------------------
<S> <C>
Net Asset Value Beginning of Period............. $24.54
Net Investment Income (Loss).................... (0.07)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 2.10
------------------
Total from Investment Operations................ 2.03
------------------
Dividends from Net Investment Income............ --
Distributions from Capital Gains................ --
------------------
Total Distributions............................. --
------------------
Net Asset Value End of Period................... $26.57
------------------
Total Return(D)................................. 8.27%(B)
Net Assets End of Period (In Thousands)......... $ 201
Ratio of Expenses to Average Net Assets......... 2.40%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 5.91%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets..................................... (2.15)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (5.65)%(A)
Portfolio Turnover Rate......................... 158%(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.

84
<PAGE> 88

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------------------------
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................. $ 8.53 $ 7.92 $ 7.75 $ 5.74 $ 5.43 $ 5.17
Net Investment Income (Loss)........................ (0.01)(F) (0.02)(F) (0.03)(F) 0.01 (0.01) 0.02
Net Realized and Unrealized Gain (Loss) on
Investments........................................ 0.27 1.28 0.42 2.53 0.62 0.46
---------------------------------------------------------------------------
Total from Investment Operations.................... 0.26 1.26 0.39 2.54 0.61 0.48
---------------------------------------------------------------------------
Dividends from Net Investment Income................ -- -- -- -- -- (0.02)
Distributions from Capital Gains.................... (0.15) (0.65) (0.22) (0.53) (0.30) (0.20)
---------------------------------------------------------------------------
Total Distributions................................. (0.15) (0.65) (0.22) (0.53) (0.30) (0.22)
---------------------------------------------------------------------------
Net Asset Value End of Period....................... $ 8.64 $ 8.53 $ 7.92 $ 7.75 $ 5.74 $ 5.43
---------------------------------------------------------------------------
Total Return(C)..................................... 3.07%(B) 16.13% 5.15% 44.24% 11.28% 9.29%
Net Assets End of Period (In Thousands)............. $153,665 $135,222 $79,867 $45,310 $17,308 $19,720
Ratio of Expenses to Average Net Assets............. 1.57%(A) 1.63% 1.75% 1.75% 1.75% 1.75%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)..................................... 1.57%(A) 1.63% 1.85% 1.95% 2.38% 2.21%
Ratio of Net Investment Income (Loss) to Average Net
Assets............................................. (0.12)%(A) (0.22)% (0.37)% 0.05% (0.13)% 0.32%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)................... (0.12)%(A) (0.22)% (0.48)% (0.15)% (0.76)% (0.14)%
Portfolio Turnover Rate............................. 36% 46% 33% 63% 144% 37%
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 8.27 $ 7.74 $ 7.63 $ 5.69 $ 5.41
Net Investment Income (Loss)....................... (0.03)(F) (0.06)(F) (0.07)(F) -- (0.03)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 0.26 1.24 0.40 2.47 0.61
----------------------------------------------------------------
Total from Investment Operations................... 0.23 1.18 0.33 2.47 0.58
----------------------------------------------------------------
Dividends from Net Investment Income............... -- -- -- -- --
Distributions from Capital Gains................... (0.15) (0.65) (0.22) (0.53) (0.30)
----------------------------------------------------------------
Total Distributions................................ (0.15) (0.65) (0.22) (0.53) (0.30)
----------------------------------------------------------------
Net Asset Value End of Period...................... $ 8.35 $ 8.27 $ 7.74 $ 7.63 $ 5.69
----------------------------------------------------------------
Total Return(D).................................... 2.80%(B) 15.47% 4.44% 43.40% 10.77%
Net Assets End of Period (In Thousands)............ $106,811 $98,472 $61,929 $22,013 $2,606
Ratio of Expenses to Average Net Assets............ 2.12%(A) 2.18% 2.30% 2.30% 2.30%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.12%(A) 2.18% 2.41% 2.44% 2.92%
Ratio of Net Investment Income to Average Net
Assets............................................ (0.67)%(A) (0.78)% (0.93)% (0.67)% (0.77)%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.67)%(A) (0.78)% (1.04)% (0.81)% (1.39)%
Portfolio Turnover Rate............................ 36% 46% 33% 63% 144%

<CAPTION>
FOR THE PERIOD
MAY 1 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS B) DECEMBER 31, 1995
--------------------------------------------------- -----------------
<S> <C>
Net Asset Value Beginning of Period................ $ 5.28
Net Investment Income (Loss)....................... (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 0.36
-----------------
Total from Investment Operations................... 0.35
-----------------
Dividends from Net Investment Income............... (0.02)
Distributions from Capital Gains................... (0.20)
-----------------
Total Distributions................................ (0.22)
-----------------
Net Asset Value End of Period...................... $ 5.41
-----------------
Total Return(D).................................... 6.87%(B)
Net Assets End of Period (In Thousands)............ $ 862
Ratio of Expenses to Average Net Assets............ 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.78%(A)
Ratio of Net Investment Income to Average Net
Assets............................................ (0.40)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.90)%(A)
Portfolio Turnover Rate............................ 37%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED -------------------- MAY 1 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 8.45 $ 7.90 $ 7.74 $ 6.14
Net Investment Income (Loss)................................ (0.03)(F) (0.06)(F) (0.07)(F) (0.02)
Net Realized and Unrealized Gain (Loss) on Investments...... 0.27 1.26 0.45 2.15
-------------------------------------------------------------
Total from Investment Operations............................ 0.24 1.20 0.38 2.13
-------------------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- --
Distributions from Capital Gains............................ (0.15) (0.65) (0.22) (0.53)
-------------------------------------------------------------
Total Distributions......................................... (0.15) (0.65) (0.22) (0.53)
-------------------------------------------------------------
Net Asset Value End of Period............................... $ 8.54 $ 8.45 $ 7.90 $ 7.74
-------------------------------------------------------------
Total Return(D)............................................. 2.86%(B) 15.42% 5.03% 34.68%(B)
Net Assets End of Period (In Thousands)..................... $45,938 $35,265 $14,239 $2,684
Ratio of Expenses to Average Net Assets..................... 2.12%(A) 2.19% 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.12%(A) 2.19% 2.40% 2.38%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.66)%(A) (0.76)% (0.94)% (0.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.66)%(A) (0.76)% (1.04)% (0.95)%(A)
Portfolio Turnover Rate..................................... 36% 46% 33% 63%(A)
</TABLE>

85
<PAGE> 89

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 1, 1999
(UNAUDITED) THROUGH
SIX MONTHS ENDED DECEMBER 31,
MULTI-CAP GROWTH FUND (CLASS A) JUNE 30, 2000 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 13.74 $ 5.00
Net Investment Income (Loss)................................ (0.09)(F) (0.05)(F)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.81) 9.00
------------------------------------
Total from Investment Operations............................ (0.90) 8.95
------------------------------------
Dividends from Net Investment Income........................ -- --
Distributions from Capital Gains............................ -- (0.21)
------------------------------------
Total Distributions......................................... -- (0.21)
------------------------------------
Net Asset Value End of Period............................... $ 12.84 $ 13.74
------------------------------------
Total Return(C)............................................. (6.55)%(B) 179.26%(B)
Net Assets End of Period (In Thousands)..................... $106,351 $49,206
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.95%(A) 2.43%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.26)%(A) (1.06)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.36)%(A) (1.64)%(A)
Portfolio Turnover Rate..................................... 43% 32%
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 1, 1999
(UNAUDITED) THROUGH
SIX MONTHS ENDED DECEMBER 31,
MULTI-CAP GROWTH FUND (CLASS B) JUNE 30, 2000 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 13.70 $ 5.00
Net Investment Income (Loss)................................ (0.12)(F) (0.07)(F)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.80) 8.98
------------------------------------
Total from Investment Operations............................ (0.92) 8.91
------------------------------------
Dividends from Net Investment Income........................ -- --
Distributions from Capital Gains............................ -- (0.21)
------------------------------------
Total Distributions......................................... -- (0.21)
------------------------------------
Net Asset Value End of Period............................... $ 12.78 $ 13.70
------------------------------------
Total Return(D)............................................. (6.71)%(B) 178.45%(B)
Net Assets End of Period (In Thousands)..................... $105,517 $39,854
Ratio of Expenses to Average Net Assets..................... 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.51%(A) 2.90%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.80)%(A) (1.64)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.92)%(A) (2.14)%(A)
Portfolio Turnover Rate..................................... 43% 32%
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 1, 1999
(UNAUDITED) THROUGH
SIX MONTHS ENDED DECEMBER 31,
MULTI-CAP GROWTH FUND (CLASS C) JUNE 30, 2000 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $ 13.70 $ 5.00
Net Investment Income (Loss)................................ (0.12)(F) (0.07)(F)
Net Realized and Unrealized Gain (Loss) on Investments...... (0.81) 8.98
------------------------------------
Total from Investment Operations............................ (0.93) 8.91
------------------------------------
Dividends from Net Investment Income........................ -- --
Distributions from Capital Gains............................ -- (0.21)
------------------------------------
Total Distributions......................................... -- (0.21)
------------------------------------
Net Asset Value End of Period............................... $ 12.77 $ 13.70
------------------------------------
Total Return(D)............................................. (6.79)%(B) 178.46%(B)
Net Assets End of Period (In Thousands)..................... $40,000 $13,864
Ratio of Expenses to Average Net Assets..................... 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.52%(A) 2.92%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.80)%(A) (1.62)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.92)%(A) (2.14)%(A)
Portfolio Turnover Rate..................................... 43% 32%
</TABLE>

86
<PAGE> 90

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -----------------------------------------------------
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................... $ 23.81 $ 18.89 $ 16.71 $ 17.10 $ 16.08 $ 14.70
Net Investment Income (Loss)........................... (0.05)(F) (0.11)(F) 0.06 0.08 0.10 0.11
Net Realized and Unrealized Gain (Loss) on
Investments........................................... (2.80) 7.37 2.32 0.73 1.88 2.12
------------------------------------------------------------------------
Total from Investment Operations....................... (2.85) 7.26 2.38 0.81 1.98 2.23
------------------------------------------------------------------------
Dividends from Net Investment Income................... -- (0.16) (0.05) (0.07) (0.09) (0.09)
Distributions from Capital Gains....................... (0.22) (2.18) (0.15) (1.13) (0.87) (0.76)
------------------------------------------------------------------------
Total Distributions.................................... (0.22) (2.34) (0.20) (1.20) (0.96) (0.85)
------------------------------------------------------------------------
Net Asset Value End of Period.......................... $ 20.74 $ 23.81 $ 18.89 $ 16.71 $ 17.10 $ 16.08
------------------------------------------------------------------------
Total Return(C)........................................ (12.07)%(B) 39.76% 14.28% 4.75% 12.32% 15.17%
Net Assets End of Period (In Thousands)................ $55,818 $55,426 $41,458 $38,020 $34,837 $28,628
Ratio of Expenses to Average Net Assets................ 1.85%(A) 1.94% 2.00% 2.00% 2.00% 2.00%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)........................................ 1.85%(A) 1.94% 2.11% 2.11% 2.19% 2.40%
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ (0.44)%(A) (0.53)% 0.30% 0.50% 0.61% 0.70%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)...................... (0.44)%(A) (0.53)% 0.19% 0.39% 0.42% 0.30%
Portfolio Turnover Rate................................ 34% 131% 52% 27% 24% 31%
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED --------------------------------------------
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 23.40 $ 18.62 $ 16.53 $16.97 $16.02
Net Investment Income (Loss).................... (0.11)(F) (0.21)(F) (0.04) 0.01 0.01
Net Realized and Unrealized Gain (Loss) on
Investments.................................... (2.77) 7.23 2.28 0.69 1.87
---------------------------------------------------------------
Total from Investment Operations................ (2.88) 7.02 2.24 0.70 1.88
---------------------------------------------------------------
Dividends from Net Investment Income............ -- (0.06) -- (0.01) (0.06)
Distributions from Capital Gains................ (0.22) (2.18) (0.15) (1.13) (0.87)
---------------------------------------------------------------
Total Distributions............................. (0.22) (2.24) (0.15) (1.14) (0.93)
---------------------------------------------------------------
Net Assets Value End of Period.................. $ 20.30 $ 23.40 $ 18.62 $16.53 $16.97
---------------------------------------------------------------
Total Return(D)................................. (12.41)%(B) 39.02% 13.57% 4.17% 11.72%
Net Assets End of Period (In Thousands)......... $27,472 $23,475 $16,008 $9,878 $4,276
Ratio of Expenses to Average Net Assets......... 2.41%(A) 2.48% 2.55% 2.55% 2.55%
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.41%(A) 2.48% 2.66% 2.67% 2.75%
Ratio of Net Investment Income to Average Net
Assets......................................... (0.98)%(A) (1.10)% (0.28)% (0.06)% 0.09%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (0.98)%(A) (1.10)% (0.39)% (0.18)% (0.11)%
Portfolio Turnover Rate......................... 34% 131% 52% 27% 24%

<CAPTION>
FOR THE PERIOD
MAY 1 THROUGH
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS B) DECEMBER 31, 1995
------------------------------------------------ -----------------
<S> <C>
Net Asset Value Beginning of Period............. $14.82
Net Investment Income (Loss).................... (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 2.08
-----------------
Total from Investment Operations................ 2.06
-----------------
Dividends from Net Investment Income............ (0.10)
Distributions from Capital Gains................ (0.76)
-----------------
Total Distributions............................. (0.86)
-----------------
Net Assets Value End of Period.................. $16.02
-----------------
Total Return(D)................................. 13.88%(B)
Net Assets End of Period (In Thousands)......... $1,094
Ratio of Expenses to Average Net Assets......... 2.55%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.75%(A)
Ratio of Net Investment Income to Average Net
Assets......................................... (0.65)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... (0.85)%(A)
Portfolio Turnover Rate......................... 31%(A)
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) YEAR ENDED MAY 1
SIX MONTHS DECEMBER 31, THROUGH
ENDED ------------------ DECEMBER 31,
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS C) JUNE 30, 2000 1999 1998 1997
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 23.59 $18.77 $16.66 $17.51
Net Investment Income (Loss)................................ (0.10)(F) (0.22)(F) 0.04 (0.03)
Net Realized and Unrealized Gain (Loss) on Investments...... (2.80) 7.29 2.31 0.39
--------------------------------------------------------
Total from Investment Operations............................ (2.90) 7.07 2.27 0.36
--------------------------------------------------------
Dividends from Net Investment Income........................ -- (0.07) (0.01) (0.08)
Distributions from Capital Gains............................ (0.22) (2.18) (0.15) (1.13)
--------------------------------------------------------
Total Distributions......................................... (0.22) (2.25) (0.16) (1.21)
--------------------------------------------------------
Net Asset Value End of Period............................... $ 20.47 $23.59 $18.77 $16.66
--------------------------------------------------------
Total Return(D)............................................. (12.39)%(B) 38.95% 13.64% 2.07%(B)
Net Assets End of Period (In Thousands)..................... $ 7,725 $5,771 $3,498 $1,113
Ratio of Expenses to Average Net Assets..................... 2.41%(A) 2.48% 2.55% 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.41%(A) 2.48% 2.67% 2.75%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.95)%(A) (1.12)% (0.35)% (0.51)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.95)%(A) (1.12)% (0.47)% (0.71)%(A)
Portfolio Turnover Rate..................................... 34% 131% 52% 27%(A)
</TABLE>

87
<PAGE> 91

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------
ENTERPRISE GROWTH FUND (CLASS A) JUNE 30, 2000 1999 1998
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 24.55 $ 21.07 $ 16.91
Net Investment Income (Loss).............. (0.06)(F) (0.12)(F) (0.11)(F)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. (0.82) 4.73 5.31
-----------------------------------------------
Total from Investment Operations.......... (0.88) 4.61 5.20
-----------------------------------------------
Dividends from Net Investment Income...... -- -- --
-----------------------------------------------
Distributions from Capital Gains.......... (0.78) (1.13) (1.04)
-----------------------------------------------
Total Distributions....................... (0.78) (1.13) (1.04)
-----------------------------------------------
Net Asset Value End of Period............. $ 22.89 $ 24.55 $ 21.07
-----------------------------------------------
Total Return(C)........................... (3.59)%(B) 22.08% 30.94%
Net Assets End of Period (In Thousands)... $1,190,829 $1,268,022 $827,567
Ratio of Expenses to Average Net Assets... 1.41%(A) 1.40% 1.48%
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.41(A) 1.40% 1.48%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.53)%(A) (0.51)% (0.58)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (0.53)%(A) (0.51)% (0.58)%
Portfolio Turnover Rate................... 27% 38% 28%

<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
ENTERPRISE GROWTH FUND (CLASS A) 1997 1996 1995
------------------------------------------ --------------------------------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 13.10 $ 10.44 $ 7.76
Net Investment Income (Loss).............. (0.07) (0.04) (0.03)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 4.23 3.44 3.13
--------------------------------------
Total from Investment Operations.......... 4.16 3.40 3.10
--------------------------------------
Dividends from Net Investment Income...... -- -- --
--------------------------------------
Distributions from Capital Gains.......... (0.35) (0.74) (0.42)
--------------------------------------
Total Distributions....................... (0.35) (0.74) (0.42)
--------------------------------------
Net Asset Value End of Period............. $ 16.91 $ 13.10 $ 10.44
--------------------------------------
Total Return(C)........................... 31.76% 32.60% 39.98%
Net Assets End of Period (In Thousands)... $424,280 $196,752 $122,559
Ratio of Expenses to Average Net Assets... 1.43%(E) 1.53%(E) 1.60%
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.43%(E) 1.53%(E) 1.60%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.55)% (0.39)% (0.35)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (0.55)% (0.39)% (0.35)%
Portfolio Turnover Rate................... 22% 30% 45%
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------------------
ENTERPRISE GROWTH FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 23.84 $ 20.62 $ 16.66 $ 12.97 $ 10.41
Net Investment Income (Loss).............. (0.12)(F) (0.24)(F) (0.21)(F) (0.11) (0.06)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. (0.78) 4.59 5.21 4.15 3.36
-----------------------------------------------------------------------------
Total from Investment Operations.......... (0.90) 4.35 5.00 4.04 3.30
-----------------------------------------------------------------------------
Dividends from Net Investment Income...... -- -- -- -- --
-----------------------------------------------------------------------------
Distributions from Capital Gains.......... (0.78) (1.13) (1.04) (0.35) (0.74)
-----------------------------------------------------------------------------
Total Distributions....................... (0.78) (1.13) (1.04) (0.35) (0.74)
-----------------------------------------------------------------------------
Net Asset Value End of Period............. $ 22.16 $ 23.84 $ 20.62 $ 16.66 $ 12.97
-----------------------------------------------------------------------------
Total Return(D)........................... (3.78)%(B) 21.30% 30.20% 31.15% 31.73%
Net Assets End of Period (in thousands)... $807,701 $811,706 $446,473 $166,932 $36,483
Ratio of Expenses to Average Net Assets... 1.96%(B) 1.95% 2.03% 1.98%(E) 2.10%(E)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.96%(A) 1.95% 2.03% 1.98%(E) 2.10%(E)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (1.07)%(A) (1.06)% (1.13)% (1.10)% (0.96)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (1.07)%(A) (1.06)% (1.13)% (1.10)% (0.96)%
Portfolio Turnover Rate................... 27% 38% 28% 22% 30%

<CAPTION>
FOR THE PERIOD
MAY 1 THROUGH
ENTERPRISE GROWTH FUND (CLASS B) DECEMBER 31, 1995
------------------------------------------ -----------------
<S> <C>
Net Asset Value Beginning of Period....... $ 8.69
Net Investment Income (Loss).............. (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 2.16
-----------------
Total from Investment Operations.......... 2.14
-----------------
Dividends from Net Investment Income...... --
-----------------
Distributions from Capital Gains.......... (0.42)
-----------------
Total Distributions....................... (0.42)
-----------------
Net Asset Value End of Period............. $10.41
-----------------
Total Return(D)........................... 24.66%(B)
Net Assets End of Period (in thousands)... $4,572
Ratio of Expenses to Average Net Assets... 2.15%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 2.15%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.82)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (0.82)%(A)
Portfolio Turnover Rate................... 45%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED -------------------------- MAY 1 THROUGH
ENTERPRISE GROWTH FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 24.14 $ 20.87 $ 16.85 $ 14.11
Net Investment Income (Loss).............. (0.12)(F) (0.24)(F) (0.21)(F) (0.06)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. (0.79) 4.64 5.27 3.15
-------------------------------------------------------------------
Total from Investment Operations.......... (0.91) 4.40 5.06 3.09
-------------------------------------------------------------------
Dividends from Net Investment Income...... -- -- -- --
-------------------------------------------------------------------
Distributions from Capital Gains.......... (0.78) (1.13) (1.04) (0.35)
-------------------------------------------------------------------
Total Distributions....................... (0.78) (1.13) (1.04) (0.35)
-------------------------------------------------------------------
Net Asset Value End of Period............. $ 22.45 $ 24.14 $ 20.87 $ 16.85
-------------------------------------------------------------------
Total Return(D)........................... (3.78)%(B) 21.28% 30.22% 21.91%(B)
Net Assets End of Period (In Thousands)... $306,444 $294,683 $133,194 $26,601
Ratio of Expenses to Average Net Assets... 1.96%(A) 1.95% 2.04% 1.97%(AE)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.96%(A) 1.95% 2.04% 1.97%(AE)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (1.07)%(A) (1.07)% (1.13)% (1.10)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (1.07)%(A) (1.07)% (1.13)% (1.10)%(A)
Portfolio Turnover Rate................... 27% 38% 28% 22%(A)
</TABLE>

88
<PAGE> 92

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------- MAY 1 THROUGH
ENTERPRISE EQUITY FUND (CLASS A) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 7.26 $ 6.47 $ 5.96 $ 5.00
Net Investment Income (Loss)......................... (0.03)(F) (0.01)(F) 0.03 0.01
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 1.27 1.11 0.53 1.05
----------------------------------------------------------
Total from Investment Operations..................... 1.24 1.10 0.56 1.06
----------------------------------------------------------
Dividends from Net Investment Income................. -- -- (0.02) --
Distributions from Capital Gains..................... (0.09) (0.31) (0.03) (0.10)
----------------------------------------------------------
Total Distributions.................................. (0.09) (0.31) (0.05) (0.10)
----------------------------------------------------------
Net Asset Value End of Period........................ $ 8.41 $ 7.26 $ 6.47 $ 5.96
----------------------------------------------------------
Total Return(C)...................................... 17.14%(B) 17.15% 9.38% 21.30%(B)
Net Assets End of Period (In Thousands).............. $23,764 $8,139 $6,741 $3,196
Ratio of Expenses to Average Net Assets.............. 1.60%(A) 1.60% 1.60% 1.60%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 1.94%(A) 2.55% 2.73% 6.52%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (0.84)%(A) (0.11)% 0.59% 0.26%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (1.18)%(A) (1.06)% (0.54)% (4.66)%(A)
Portfolio Turnover Rate.............................. 13% 176% 35% 69%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------ MAY 1 THROUGH
ENTERPRISE EQUITY FUND (CLASS B) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 7.17 $ 6.43 $ 5.94 $ 5.00
Net Investment Income (Loss)......................... (0.05)(F) (0.04)(F) -- --
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 1.25 1.09 0.53 1.04
-----------------------------------------------------------
Total from Investment Operations..................... 1.20 1.05 0.53 1.04
-----------------------------------------------------------
Dividends from Net Investment Income................. -- -- (0.01) --
Distributions from Capital Gains..................... (0.09) (0.31) (0.03) (0.10)
-----------------------------------------------------------
Total Distributions.................................. (0.09) (0.31) (0.04) (0.10)
-----------------------------------------------------------
Net Asset Value End of Period........................ $ 8.28 $ 7.17 $ 6.43 $ 5.94
-----------------------------------------------------------
Total Return(D)...................................... 16.79%(B) 16.49% 8.82% 20.80%(B)
Net Assets End of Period (In Thousands).............. $25,216 $11,431 $8,731 $1,820
Ratio of Expenses to Average Net Assets.............. 2.15%(A) 2.15% 2.15% 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 2.50%(A) 3.10% 3.29% 6.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (1.40)%(A) (0.66)% 0.07% (0.23)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (1.76)%(A) (1.61)% (1.07)% (4.29)%(A)
Portfolio Turnover Rate.............................. 13% 176% 35% 69%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------- MAY 1 THROUGH
ENTERPRISE EQUITY FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 7.17 $ 6.44 $ 5.94 $ 5.00
Net Investment Income (Loss)......................... (0.05)(F) (0.04)(F) 0.01 --
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 1.26 1.08 0.53 1.04
----------------------------------------------------------
Total from Investment Operations..................... 1.21 1.04 0.54 1.04
----------------------------------------------------------
Dividends from Net Investment Income................. -- -- (0.01) --
Distributions from Capital Gains..................... (0.09) (0.31) (0.03) (0.10)
----------------------------------------------------------
Total Distributions.................................. (0.09) (0.31) (0.04) (0.10)
----------------------------------------------------------
Net Asset Value End of Period........................ $ 8.29 $ 7.17 $ 6.44 $ 5.94
----------------------------------------------------------
Total Return(D)...................................... 16.93%(B) 16.30% 8.98% 20.89%(B)
Net Assets End of Period (In Thousands).............. $ 7,703 $2,144 $1,504 $ 283
Ratio of Expenses to Average Net Assets.............. 2.15%(A) 2.15% 2.15% 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 2.49%(A) 3.09% 3.28% 6.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (1.40)%(A) (0.64)% 0.09% (0.21)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (1.74)%(A) (1.58)% (1.03)% (4.07)%(A)
Portfolio Turnover Rate.............................. 13% 176% 35% 69%(A)
</TABLE>

89
<PAGE> 93

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -----------------------------------------------------
ENTERPRISE EQUITY INCOME FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................... $ 27.48 $ 26.89 $ 26.42 $ 22.44 $ 20.73 $ 16.43
Net Investment Income (Loss).......................... 0.11%(F) 0.22(F) 0.36 0.17 0.41 0.45
Net Realized and Unrealized Gain (Loss) on
Investments.......................................... (1.26) 1.69 2.52 5.95 3.27 5.00
-------------------------------------------------------------------------
Total from Investment Operations...................... (1.15) 1.91 2.88 6.12 3.68 5.45
-------------------------------------------------------------------------
Dividends from Net Investment Income.................. (0.11) (0.20) (0.35) (0.15) (0.40) (0.45)
Distributions from Capital Gains...................... (0.85) (1.12) (2.06) (1.99) (1.57) (0.70)
-------------------------------------------------------------------------
Total Distributions................................... (0.96) (1.32) (2.41) (2.14) (1.97) (1.15)
-------------------------------------------------------------------------
Net Asset Value End of Period......................... $ 25.37 $ 27.48 $ 26.89 $ 26.42 $ 22.44 $ 20.73
-------------------------------------------------------------------------
Total Return(C)....................................... (4.20)%(B) 7.20% 11.13% 28.08% 17.86% 33.40%
Net Assets End of Period (In Thousands)............... $94,707 $111,395 $111,275 $97,932 $72,647 $61,906
Ratio of Expenses to Average Net Assets............... 1.50%(A) 1.50% 1.50% 1.50% 1.50% 1.50%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)....................................... 1.54%(A) 1.51% 1.58% 1.62% 1.68% 1.78%
Ratio of Net Investment Income (Loss) to Average Net
Assets............................................... 0.83%(A) 0.76% 1.32% 1.35% 1.87% 2.33%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)..................... 0.79%(A) 0.74% 1.25% 1.23% 1.69% 2.06%
Portfolio Turnover Rate............................... 14% 32% 31% 33% 33% 26%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------------------------- MAY 1 THROUGH
ENTERPRISE EQUITY INCOME FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 27.10 $ 26.57 $ 26.17 $ 22.30 $20.67 $18.12
Net Investment Income (Loss).................... 0.04(F) 0.06(F) 0.20 0.12 0.24 0.29
Net Realized and Unrealized Gain (Loss) on
Investments.................................... (1.25) 1.65 2.49 5.83 3.30 3.40
-------------------------------------------------------------------------------
Total from Investment Operations................ (1.21) 1.71 2.69 5.95 3.54 3.69
-------------------------------------------------------------------------------
Dividends from Net Investment Income............ (0.04) (0.06) (0.23) (0.09) (0.34) (0.44)
Distributions from Capital Gains................ (0.85) (1.12) (2.06) (1.99) (1.57) (0.70)
-------------------------------------------------------------------------------
Total Distributions............................. (0.89) (1.18) (2.29) (2.08) (1.91) (1.14)
-------------------------------------------------------------------------------
Net Asset Value End of Period................... $ 25.00 $ 27.10 $ 26.57 $ 26.17 $22.30 $20.67
-------------------------------------------------------------------------------
Total Return(D)................................. (4.48)%(B) 6.55% 10.49% 27.35% 17.22% 20.57%(B)
Net Assets End of Period (In Thousands)......... $37,821 $44,574 $33,807 $19,055 $5,615 $1,086
Ratio of Expenses to Average Net Assets......... 2.05%(A) 2.05% 2.05% 2.05% 2.05% 2.05%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 2.09%(A) 2.07% 2.13% 2.17% 2.23% 2.23%(A)
Ratio of Net Investment Income to Average Net
Assets......................................... 0.28%(A) 0.20% 0.78% 0.77% 1.32% 1.56%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... 0.24%(A) 0.18% 0.71% 0.65% 1.14% 1.33%(A)
Portfolio Turnover Rate......................... 14% 32% 31% 33% 33% 26%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------- MAY 1 THROUGH
ENTERPRISE EQUITY INCOME FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 27.26 $26.70 $26.31 $24.26
Net Investment Income (Loss)................................ 0.04(F) 0.06(F) 0.21 0.04
Net Realized and Unrealized Gains (Losses) on Investments... (1.25) 1.69 2.49 4.14
---------------------------------------------------------
Total from Investment Operations............................ (1.21) 1.75 2.70 4.18
---------------------------------------------------------
Dividends from Net Investment Income........................ (0.04) (0.07) (0.25) (0.14)
Distributions Capital Gains................................. (0.85) (1.12) (2.06) (1.99)
---------------------------------------------------------
Total Distributions......................................... (0.89) (1.19) (2.31) (2.13)
---------------------------------------------------------
Net Asset Value End of Period............................... $ 25.16 $27.26 $26.70 $26.31
---------------------------------------------------------
Total Return(D)............................................. (4.45)%(B) 6.64% 10.47% 18.21%(B)
Net Assets End of Period (In Thousands)..................... $ 7,651 $9,338 $5,639 $1,857
Ratio of Expense in Average Net Assets...................... 2.05% 2.05% 2.05% 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.09%(A) 2.07% 2.13% 2.20%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.28%(A) 0.20% 0.81% 0.69%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 0.24% 0.18% 0.73% 0.54%(A)
Portfolio Turnover Rate..................................... 14% 32% 31% 33%(A)
</TABLE>

90
<PAGE> 94

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
SIX MONTHS ENDED ------------------ OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS A) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 38.57 $ 29.01 $ 25.19 $25.71 $25.05
Net Investment Income (Loss)....................... 0.01(F) --(F) 0.14 0.01 --
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 2.00 9.57 4.00 0.04 0.66
-------------------------------------------------------------------------------
Total from Investment Operations................... 2.01 9.57 4.14 0.05 0.66
-------------------------------------------------------------------------------
Dividends from Net Investment Income............... -- -- (0.09) (0.11) --
Distributions from Capital Gains................... -- (0.01) (0.23) (0.46) --
-------------------------------------------------------------------------------
Total Distributions................................ -- (0.01) (0.32) (0.57) --
-------------------------------------------------------------------------------
Net Asset Value End of Period...................... $ 40.58 $ 38.57 $ 29.01 $25.19 $25.71
-------------------------------------------------------------------------------
Total Return(C).................................... 5.21%(B) 32.97% 16.50% 0.20%(B) 2.63%(B)
Net Assets End of Period (In Thousands)............ $ 84,396 $65,759 $16,664 $4,032 $1,109
Ratio of Expenses to Average Net Assets............ 1.50%(A) 1.50% 1.50% 1.50%(A) 1.50%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 1.56%(A) 1.64% 1.93% 2.11%(A) 4.47%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 0.03%(A) 0.00% 0.41% 0.56%(A) 0.07%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.03)%(A) (0.15)% (0.03)% (0.04)%(A) (2.90)%(A)
Portfolio Turnover Rate............................ 4% 3% 5% 1%(A) 16%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
SIX MONTHS ENDED ------------------ OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS B) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 38.20 $ 28.90 $ 25.15 $25.68 $25.05
Net Investment Income (Loss)....................... (0.09)(F) (0.18)(F) 0.05 (0.01) (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 1.99 9.49 3.95 0.03 0.64
-------------------------------------------------------------------------------
Total from Investment Operations................... 1.90 9.31 4.00 0.02 0.63
-------------------------------------------------------------------------------
Dividends from Net Investment Income............... -- -- (0.02) (0.09) --
Distributions from Capital Gains................... -- (0.01) (0.23) (0.46) --
-------------------------------------------------------------------------------
Total Distributions................................ -- (0.01) (0.25) (0.55) --
-------------------------------------------------------------------------------
Net Asset Value End of Period...................... $ 40.10 $ 38.20 $ 28.90 $25.15 $25.68
-------------------------------------------------------------------------------
Total Return(D).................................... 4.97%(B) 32.20% 15.95% 0.07%(B) 2.51%(B)
Net Assets End of Period (In Thousands)............ $105,146 $74,597 $21,891 $3,257 $ 992
Ratio of Expenses to Average Net Assets............ 2.05%(A) 2.05% 2.05% 2.05%(A) 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.11%(A) 2.19% 2.48% 2.66%(A) 4.59%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (0.52)%(A) (0.56)% (0.17)% (0.02)%(A) (0.34)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.58)%(A) (0.70)% (0.60)% (0.63)%(A) (2.87)%(A)
Portfolio Turnover Rate............................ 4% 3% 5% 2%(A) 16%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
SIX MONTHS ENDED ------------------ OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................ $ 38.24 $ 28.91 $ 25.15 $25.68 $25.05
Net Investment Income (Loss)....................... (0.09)(F) (0.19)(F) 0.06 (0.02) (0.01)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 1.99 9.53 3.94 0.05 0.64
-------------------------------------------------------------------------------
Total from Investment Operations................... 1.90 9.34 4.00 0.03 0.63
-------------------------------------------------------------------------------
Dividends from Net Investment Income............... -- -- (0.01) (0.10) --
Distributions from Capital Gains................... -- (0.01) (0.23) (0.46) --
-------------------------------------------------------------------------------
Total Distributions................................ -- (0.01) (0.24) (0.56) --
-------------------------------------------------------------------------------
Net Asset Value End of Period...................... $ 40.14 $ 38.24 $ 28.91 $25.15 $25.68
-------------------------------------------------------------------------------
Total Return(D).................................... 4.97%(B) 32.29% 15.95% 0.10%(B) 2.51%(B)
Net Assets End of Period (In Thousands)............ $ 17,892 $13,710 $ 4,654 $ 561 $ 99
Ratio of Expenses to Average Net Assets............ 2.05%(A) 2.05% 2.05% 2.05%(A) 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.11%(A) 2.20% 2.49% 2.64%(A) 4.60%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (0.52)%(A) (0.58)% (0.16)% 0.03%(A) (0.39)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.58)%(A) (0.72)% (0.60)% (0.56)%(A) (2.94)%(A)
Portfolio Turnover Rate............................ 4% 3% 5% 2%(A) 16%(A)
</TABLE>

91
<PAGE> 95

FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED --------------------------------------------
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS A) JUNE 30, 2000 1999 1998 1997
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 46.61 $ 38.59 $ 35.54 $ 34.21
Net Investment Income (Loss)......................... (0.15)(F) (0.47)(F) (0.39)(F) (0.37)
Net Realized and Unrealized Gain (Loss) on
Investments......................................... (2.46) 15.43 10.55 7.31
------------------------------------------------------------
Total from Investment Operations..................... (2.61) 14.96 10.16 6.94
------------------------------------------------------------
Dividends from Net Investment Income................. -- -- -- --
Distributions from Capital Gains..................... (6.36) (6.94) (7.11) (5.61)
------------------------------------------------------------
Total Distributions.................................. (6.36) (6.94) (7.11) (5.61)
------------------------------------------------------------
Net Asset Value End of Period........................ $ 37.64 $ 46.61 $ 38.59 $ 35.54
------------------------------------------------------------
Total Return(C)...................................... (6.59)%(B) 39.39% 30.15% 20.27%
Net Assets End of Period (In Thousands).............. $194,478 $181,232 $131,605 $112,738
Ratio of Expenses to Average Net Assets.............. 1.53%(A) 1.52% 1.52% 1.65%(E)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 1.53%(A) 1.52% 1.52% 1.65%
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (0.75)%(A) (1.15)% (1.01)% (1.06)%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (0.75)%(A) (1.15)% (1.01)% (1.06)%
Portfolio Turnover Rate.............................. 72% 170% 76% 61%

<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS A) 1996 1995
----------------------------------------------------- ------------------------
<S> <C> <C>
Net Asset Value Beginning of Period.................. $ 32.54 $ 28.54
Net Investment Income (Loss)......................... (0.31) (0.25)
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 5.69 7.59
------------------------
Total from Investment Operations..................... 5.38 7.34
------------------------
Dividends from Net Investment Income................. -- --
Distributions from Capital Gains..................... (3.71) (3.34)
------------------------
Total Distributions.................................. (3.71) (3.34)
------------------------
Net Asset Value End of Period........................ $ 34.21 $ 32.54
------------------------
Total Return(C)...................................... 16.52% 25.70%
Net Assets End of Period (In Thousands).............. $115,253 $121,207
Ratio of Expenses to Average Net Assets.............. 1.60% 1.65%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 1.60%(E) 1.65%
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (0.87)% (0.82)%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (0.87)% (0.82)%
Portfolio Turnover Rate.............................. 66% 65%
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------------------------------
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 44.80 $ 37.50 $ 34.89 $33.86 $32.42
Net Investment Income (Loss)......................... (0.25)(F) (0.68)(F) (0.58)(F) (0.45) (0.35)
Net Realized and Unrealized Gain (Loss) on
Investments......................................... (2.34) 14.92 10.30 7.09 5.50
------------------------------------------------------------------------
Total from Investment Operations..................... (2.59) 14.24 9.72 6.64 5.15
------------------------------------------------------------------------
Dividends from Net Investment Income................. -- -- -- -- --
Distributions from Capital Gains..................... (6.36) (6.94) (7.11) (5.61) (3.71)
------------------------------------------------------------------------
Total Distributions.................................. (6.36) (6.94) (7.11) (5.61) (3.71)
------------------------------------------------------------------------
Net Asset Value End of Period........................ $ 35.85 $ 44.80 $ 37.50 $34.89 $33.86
------------------------------------------------------------------------
Total Return(D)...................................... (6.83)%(B) 38.62% 29.44% 19.60% 15.87%
Net Assets End of Period (In Thousands).............. $73,034 $40,276 $14,663 $7,862 $5,047
Ratio of Expenses to Average Net Assets.............. 2.09%(A) 2.08% 2.08% 2.21% 2.14%(E)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 2.09%(A) 2.08% 2.08% 2.21% 2.14%(E)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (1.29)%(A) (1.69)% (1.56)% (1.61)% (1.43)%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (1.29)%(A) (1.69)% (1.56)% (1.61)% (1.43)%
Portfolio Turnover Rate.............................. 72% 170% 76% 61% 66%

<CAPTION>
FOR THE PERIOD
MAY 1 THROUGH
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS B) DECEMBER 31, 1995
----------------------------------------------------- -----------------
<S> <C>
Net Asset Value Beginning of Period.................. $30.04
Net Investment Income (Loss)......................... (0.12)
Net Realized and Unrealized Gain (Loss) on
Investments......................................... 5.84
-----------------
Total from Investment Operations..................... 5.72
-----------------
Dividends from Net Investment Income................. --
Distributions from Capital Gains..................... (3.34)
-----------------
Total Distributions.................................. (3.34)
-----------------
Net Asset Value End of Period........................ $32.42
-----------------
Total Return(D)...................................... 18.99%(B)
Net Assets End of Period (In Thousands).............. $1,953
Ratio of Expenses to Average Net Assets.............. 2.08%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 2.08%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. (1.41)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... (1.41)%(A)
Portfolio Turnover Rate.............................. 65%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED -------------------- MAY 1 THROUGH
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 45.85 $38.25 $35.43 $33.54
Net Investment Income (Loss)................................ (0.26)(F) (0.68)(F) (0.57)(F) (0.19)
Net Realized and Unrealized Gain (Loss) on Investments...... (2.37) 15.22 10.50 7.69
-----------------------------------------------------------------
Total from Investment Operations............................ (2.63) 14.54 9.93 7.50
-----------------------------------------------------------------
Dividends from Capital Gains................................ -- -- -- --
Distributions from Capital Gains............................ (6.36) (6.94) (7.11) (5.61)
-----------------------------------------------------------------
Total Distributions......................................... (6.36) (6.94) (7.11) (5.61)
-----------------------------------------------------------------
Net Asset Value End of Period............................... $ 36.86 $45.85 $38.25 $35.43
-----------------------------------------------------------------
Total Return(D)............................................. (6.76)%(B) 38.64% 29.60% 22.35%(B)
Net Assets End of Period (In Thousands)..................... $23,366 $6,918 $1,040 $ 126
Ratio of Expenses to Average Net Assets..................... 2.10%(A) 2.11% 2.11% 2.21%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.10%(A) 2.11% 2.11% 2.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.29)%(A) (1.69)% (1.53)% (1.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.29)%(A) (1.69)% (1.53)% (1.88)%(A)
Portfolio Turnover Rate..................................... 72% 170% 76% 61%(A)
</TABLE>

92
<PAGE> 96

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) JULY 1, 1999
SIX MONTHS ENDED THROUGH
ENTERPRISE BALANCED FUND (CLASS A) JUNE 30, 2000 DECEMBER 31, 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 5.35 $ 5.00
Net Investment Income (Loss)....................... 0.04(F) 0.03(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (0.05) 0.34
------------------------------------
Total from Investment Operations................... (0.01) 0.37
------------------------------------
Dividends from Net Investment Income............... (0.02) (0.02)
Distributions from Capital Gains................... (0.05) --
------------------------------------
Total Distributions................................ (0.07) (0.02)
------------------------------------
Net Asset Value End of Period...................... $ 5.27 5.35
------------------------------------
Total Return(C).................................... (0.23)%(B) 7.53%(B)
Net Assets End of Period (In Thousands)............ $6,062 $4,946
Ratio of Expenses to Average Net Assets............ 1.40%(A) 1.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.61%(A) 4.79%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 1.48%(A) 1.33%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. 0.27%(A) (2.05)%(A)
Portfolio Turnover Rate............................ 26% 20%
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) JULY 1, 1999
SIX MONTHS ENDED THROUGH
ENTERPRISE BALANCED FUND (CLASS B) JUNE 30, 2000 DECEMBER 31, 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 5.35 $ 5.00
Net Investment Income (Loss)....................... 0.02(F) 0.02(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (0.06) 0.35
------------------------------------
Total from Investment Operations................... (0.04) 0.37
------------------------------------
Dividends from Net Investment Income............... (0.01) (0.02)
Distributions from Capital Gains................... (0.05) --
------------------------------------
Total Distributions................................ (0.06) (0.02)
------------------------------------
Net Asset Value End of Period...................... $ 5.25 $ 5.35
------------------------------------
Total Return(D).................................... (0.73)%(B) 7.36%(B)
Net Assets End of Period (In Thousands)............ $5,591 $4,409
Ratio of Expenses to Average Net Assets............ 1.95%(A) 1.95%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 3.15%(A) 4.87%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 0.93%(A) 0.79%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.26)%(A) (2.12)%(A)
Portfolio Turnover Rate............................ 26% 20%
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) JULY 1, 1999
SIX MONTHS ENDED THROUGH
ENTERPRISE BALANCED FUND (CLASS C) JUNE 30, 2000 DECEMBER 31, 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period................ $ 5.35 $ 5.00
Net Investment Income (Loss)....................... 0.02(F) 0.02(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... (0.05) 0.34
------------------------------------
Total from Investment Operations................... (0.03) 0.36
------------------------------------
Dividends from Net Investment Income............... (0.01) (0.01)
Distributions from Capital Gains................... (0.05) --
------------------------------------
Total Distributions................................ (0.06) (0.01)
------------------------------------
Net Asset Value End of Period...................... $ 5.26 $ 5.35
------------------------------------
Total Return(D).................................... (0.52)%(B) 7.32%(B)
Net Assets End of Period (In Thousands)............ $1,166 $ 701
Ratio of Expenses to Average Net Assets............ 1.95%(A) 1.95%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 3.11%(A) 5.33%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 0.94%(A) 0.78%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (0.22)%(A) (2.60)%(A)
Portfolio Turnover Rate............................ 26% 20%
</TABLE>

93
<PAGE> 97

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------------------
ENTERPRISE MANAGED FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period............... $ 9.06 $ 9.26 $ 9.25 $ 7.97 $ 6.70 $ 4.91
Net Investment Income (Loss)...................... 0.03(F) 0.06(F) 0.06 0.04 0.06 0.04
Net Realized and Unrealized Gain (Loss) on
Investments...................................... (0.27) 0.61 0.58 1.64 1.41 1.81
-----------------------------------------------------------------------------
Total from Investment Operations.................. (0.24) 0.67 0.64 1.68 1.47 1.85
-----------------------------------------------------------------------------
Dividends from Net Investment Income.............. -- (0.06) (0.05) (0.04) (0.06) (0.03)
Distributions from Capital Gains.................. (0.82) (0.81) (0.58) (0.36) (0.14) (0.03)
-----------------------------------------------------------------------------
Total Distributions............................... (0.82) (0.87) (0.63) (0.40) (0.20) (0.06)
-----------------------------------------------------------------------------
Net Asset Value End of Period..................... $ 8.00 $ 9.06 $ 9.26 $ 9.25 $ 7.97 $ 6.70
-----------------------------------------------------------------------------
Total Return(C)................................... (2.86)%(B) 7.40% 7.05% 21.05% 22.08% 37.69%
Net Assets End of Period (In Thousands)........... $111,680 $144,519 $175,084 $156,608 $101,022 $47,839
Ratio of Expenses to Average Net Assets........... 1.51%(A) 1.48% 1.50% 1.49% 1.57% 1.75%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)................................... 1.53%(A) 1.48% 1.50% 1.49% 1.57% 1.90%
Ratio of Net Investment Income (Loss) to Average
Net Assets....................................... 0.74%(A) 0.60% 0.57% 0.47% 1.12% 1.09%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)............. 0.73%(A) 0.60% 0.57% 0.47% 1.12% 0.94%
Portfolio Turnover Rate........................... 13% 95% 43% 28% 33% 26%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------------------------------- MAY 1 THROUGH
ENTERPRISE MANAGED FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 8.96 $ 9.17 $ 9.19 $ 7.93 $ 6.68 $ 5.68
Net Investment Income (Loss).............. 0.01(F) 0.00(F,G) -- (0.01) 0.02 0.01
Net Realized and Unrealized Gain (Loss) on
Investments.............................. (0.27) 0.61 0.57 1.63 1.41 1.05
-------------------------------------------------------------------------------------
Total from Investment Operations.......... (0.26) 0.61 0.57 1.62 1.43 1.06
-------------------------------------------------------------------------------------
Dividends from Net Investment Income...... -- (0.01) (0.01) -- (0.04) (0.03)
Distributions from Capital Gains.......... (0.82) (0.81) (0.58) (0.36) (0.14) (0.03)
-------------------------------------------------------------------------------------
Total Distributions....................... (0.82) (0.82) (0.59) (0.36) (0.18) (0.06)
-------------------------------------------------------------------------------------
Net Asset Value End of Period............. $ 7.88 $ 8.96 $ 9.17 $ 9.19 $ 7.93 $ 6.68
-------------------------------------------------------------------------------------
Total Return(D)........................... (3.13)%(B) 6.75% 6.31% 20.45% 21.50% 18.38%(B)
Net Assets End of Period (In Thousands)... $116,564 $149,098 $161,552 $110,213 $57,037 $16,792
Ratio of Expenses to Average Net Assets... 2.06%(A) 2.03% 2.05% 2.04% 2.13% 2.30%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 2.08%(A) 2.03% 2.05% 2.04% 2.13% 2.45%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... 0.20%(A) 0.04% 0.02% (0.09)% 0.52% 0.31%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... 0.18%(A) 0.04% 0.02% (0.09)% 0.52% 0.14%(A)
Portfolio Turnover Rate................... 13% 95% 43% 28% 33% 26%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------- MAY 1 THROUGH
ENTERPRISE MANAGED FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................... $ 8.96 $ 9.09 $ 9.21 $ 8.24
Net Investment Income (Loss)........................... 0.01(F) 0.00(F,G) (0.01) --
Net Realized and Unrealized Gain (Loss) on
Investments........................................... (0.27) 0.68 0.49 1.38
------------------------------------------------------------------------
Total from Investment Operations....................... (0.26) 0.68 0.48 1.38
------------------------------------------------------------------------
Dividends from Net Investment Income................... -- -- (0.02) (0.05)
Distributions from Capital Gains....................... (0.82) (0.81) (0.58) (0.36)
------------------------------------------------------------------------
Total Distributions.................................... (0.82) (0.81) (0.60) (0.41)
------------------------------------------------------------------------
Net Asset Value End of Period.......................... $ 7.88 $ 8.96 $ 9.09 $ 9.21
------------------------------------------------------------------------
Total Return(D)........................................ (3.13)%(B) 7.64% 5.36% 16.74%(B)
Net Assets End of Period (In Thousands)................ $7,820 $ 9,957 $11,654 $ 3,614
Ratio of Expenses to Average Net Assets................ 2.06%(A) 2.03% 2.05% 2.06%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)........................................ 2.08%(A) 2.03% 2.05% 2.06%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................ 0.20%(A) 0.05% 0.02% (0.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)...................... 0.18%(A) 0.05% 0.02% (0.18)%(A)
Portfolio Turnover Rate................................ 13% 95% 43% 28%(A)
</TABLE>

94
<PAGE> 98

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------------
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period..................... $ 11.57 $ 12.15 $ 12.03 $ 11.80 $ 11.83 $ 10.62
Net Investment Income (Loss)............................ 0.33%(F) 0.65(F) 0.68 0.73 0.74 0.76
Net Realized and Unrealized Gain (Loss) on
Investments............................................ 0.03 (0.58) 0.12 0.23 (0.03) 1.21
-----------------------------------------------------------------------
Total from Investment Operations........................ 0.36 0.07 0.80 0.96 0.71 1.97
-----------------------------------------------------------------------
Dividends from Net Investment Income.................... (0.33) (0.65) (0.68) (0.73) (0.74) (0.76)
-----------------------------------------------------------------------
Distributions from Capital Gains........................ -- -- -- -- -- --
Total Distributions..................................... (0.33) (0.65) (0.68) (0.73) (0.74) (0.76)
-----------------------------------------------------------------------
Net Asset Value End of Period........................... $ 11.60 $ 11.57 $ 12.15 $ 12.03 $ 11.80 $ 11.83
-----------------------------------------------------------------------
Total Return(C)......................................... 3.17%(B) 0.58% 6.82% 8.39% 6.29% 19.00%
Net Assets End of Period (In Thousands)................. $70,160 $73,706 $71,609 $68,639 $73,693 $86,224
Ratio of Expenses to Average Net Assets................. 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)......................................... 1.41%(A) 1.39% 1.38% 1.46% 1.42% 1.44%
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................. 5.75%(A) 5.46% 5.61% 6.16% 6.35% 6.66%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)....................... 5.64%(A) 5.37% 5.53% 6.00% 6.23% 6.52%
Portfolio Turnover Rate................................. 7% 11% 8% 10% 0% 0%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------------------------- MAY 1 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period............. $ 11.57 $ 12.14 $ 12.02 $ 11.79 $11.83 $11.12
Net Investment Income (Loss).................... 0.30(F) 0.58(F) 0.61 0.66 0.68 0.44
Net Realized and Unrealized Gain (Loss) on
Investments.................................... 0.03 (0.57) 0.12 0.23 (0.04) 0.71
-------------------------------------------------------------------------------
Total from Investment Operations................ 0.33 0.01 0.73 0.89 0.64 1.15
-------------------------------------------------------------------------------
Dividends from Net Investment Income............ (0.30) (0.58) (0.61) (0.66) (0.68) (0.44)
-------------------------------------------------------------------------------
Dividends from Net Investment Income............ -- -- -- -- -- --
Total Distributions............................. (0.30) (0.58) (0.61) (0.66) (0.68) (0.44)
-------------------------------------------------------------------------------
Net Asset Value End of Period................... $ 11.60 $ 11.57 $ 12.14 $ 12.02 $11.79 $11.83
-------------------------------------------------------------------------------
Total Return(D)................................. 2.89%(B) 0.12% 6.24% 7.81% 5.61% 10.47%(B)
Net Assets End of Period (In Thousands)......... $34,837 $36,876 $27,134 $12,285 $5,683 $2,124
Ratio of Expenses to Average Net Assets......... 1.85%(A) 1.85% 1.85% 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)...................... 1.96%(A) 1.95% 1.93% 2.01% 1.96% 1.91%(A)
Ratio of Net Investment Income to Average Net
Assets......................................... 5.21%(A) 4.92% 5.00% 5.55% 5.79% 5.64%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)........... 5.10%(A) 4.82% 4.91% 5.39% 5.68% 5.58%(A)
Portfolio Turnover Rate......................... 7% 11% 8% 10% 0% 0%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------------- MAY 1 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $11.57 $12.14 $12.03 $11.63
Net Investment Income (Loss)................................ 0.30(F) 0.58(F) 0.62 0.46
Net Realized and Unrealized Gain (Loss) on Investments...... 0.03 (0.57) 0.11 0.40
----------------------------------------------------------------
Total from Investment Operations............................ 0.33 0.01 0.73 0.86
----------------------------------------------------------------
Dividends from Net Investment Income........................ (0.30) (0.58) (0.62) (0.46)
----------------------------------------------------------------
Distributions from Capital Gains............................ -- -- -- --
Total Distributions......................................... (0.30) (0.58) (0.62) (0.46)
----------------------------------------------------------------
Net Asset Value End of Period............................... $11.60 $11.57 $12.14 $12.03
----------------------------------------------------------------
Total Return(D)............................................. 2.89%(B) 0.12% 6.15% 7.49%(B)
Net Assets End of Period (In Thousands)..................... $6,760 $5,516 $3,089 $ 498
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.96%(A) 1.95% 1.94% 2.03%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 5.18%(A) 4.92% 4.97% 5.39%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 5.07%(A) 4.82% 4.88% 5.21%(A)
Portfolio Turnover Rate..................................... 7% 11% 8% 10%(A)
</TABLE>

95
<PAGE> 99

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------------
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period..................... $ 12.82 $ 13.84 $ 13.95 $ 13.83 $ 13.99 $ 12.80
Net Investment Income (Loss)............................ 0.28(F) 0.54(F) 0.60 0.63 0.64 0.65
Net Realized and Unrealized Gain (Loss) on
Investments............................................ 0.19 (0.92) 0.20 0.31 (0.16) 1.21
-----------------------------------------------------------------------
Total from Investment Operations........................ 0.47 (0.38) 0.80 0.94 0.48 1.86
-----------------------------------------------------------------------
Dividends from Net Investment Income.................... (0.28) (0.54) (0.60) (0.63) (0.64) (0.65)
Distributions from Capital Gains........................ -- (0.10) (0.31) (0.19) -- (0.02)
-----------------------------------------------------------------------
Total Distributions..................................... (0.28) (0.64) (0.91) (0.82) (0.64) (0.67)
-----------------------------------------------------------------------
Net Asset Value End of Period........................... $ 13.01 $ 12.82 $ 13.84 $ 13.95 $ 13.83 $ 13.99
-----------------------------------------------------------------------
Total Return(C)......................................... 3.68%(B) (2.76)% 5.92% 6.96% 3.53% 14.85%
Net Assets End of Period (In Thousands)................. $20,263 $21,703 $23,710 $23,695 $28,478 $33,626
Ratio of Expenses to Average Net Assets................. 1.10%(A) 1.10% 1.10% 1.22% 1.25% 1.25%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)......................................... 1.39%(A) 1.44% 1.40% 1.60% 1.41% 1.42%
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................. 4.32%(A) 4.05% 4.30% 4.50% 4.64% 4.82%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)....................... 4.03%(A) 3.71% 4.00% 4.12% 4.48% 4.65%
Portfolio Turnover Rate................................. 4% 110% 100% 1% 1% 1%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------------------ MAY 1 THROUGH
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period................. $12.82 $13.84 $13.95 $13.83 $13.99 $13.44
Net Investment Income (Loss)........................ 0.24(F) 0.47(F) 0.53 0.55 0.56 0.38
Net Realized and Unrealized Gain (Loss) on
Investments........................................ 0.19 (0.92) 0.20 0.31 (0.16) 0.57
---------------------------------------------------------------------------
Total from Investment Operations.................... 0.43 (0.45) 0.73 0.86 0.40 0.95
---------------------------------------------------------------------------
Dividends from Net Investment Income................ (0.24) (0.47) (0.53) (0.55) (0.56) (0.38)
Distributions from Capital Gains.................... -- (0.10) (0.31) (0.19) -- (0.02)
---------------------------------------------------------------------------
Total Distributions................................. (0.24) (0.57) (0.84) (0.74) (0.56) (0.40)
---------------------------------------------------------------------------
Net Asset Value End of Period....................... $13.01 $12.82 $13.84 $13.95 $13.83 $13.99
---------------------------------------------------------------------------
Total Return(D)..................................... 3.40%(B) (3.29)% 5.33% 6.36% 2.96% 7.18%(B)
Net Assets End of Period (In Thousands)............. $5,437 $5,640 $4,451 $2,883 $2,037 $ 912
Ratio of Expenses to Average Net Assets............. 1.65%(A) 1.65% 1.65% 1.76% 1.80% 1.80%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)..................................... 1.94%(A) 1.99% 1.96% 2.16% 1.96% 1.98%(A)
Ratio of Net Investment Income to Average Net
Assets............................................. 3.77%(A) 3.51% 3.71% 3.94% 4.07% 4.08%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)................... 3.48%(A) 3.16% 3.41% 3.54% 3.92% 3.94%(A)
Portfolio Turnover Rate............................. 4% 110% 100% 1% 1% 1%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------- MAY 1 THROUGH
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $12.82 $13.84 $13.95 $13.68
Net Investment Income (Loss)................................ 0.24(F) 0.47(F) 0.53 0.36
Net Realized and Unrealized Gain (Loss) on Investments...... 0.19 (0.92) 0.20 0.46
----------------------------------------------------------------
Total from Investment Operations............................ 0.43 (0.45) 0.73 0.82
----------------------------------------------------------------
Dividends from Net Investment Income........................ (0.24) (0.47) (0.53) (0.36)
Distributions from Capital Gains............................ -- (0.10) (0.31) (0.19)
----------------------------------------------------------------
Total Distributions......................................... (0.24) (0.57) (0.84) (0.55)
----------------------------------------------------------------
Net Asset Value End of Period............................... $13.01 $12.82 $13.84 $13.95
----------------------------------------------------------------
Total Return(D)............................................. 3.32%(B) (3.23)% 5.34% 6.14%(B)
Net Assets End of Period (In Thousands)..................... $1,173 $1,706 $ 777 $ 184
Ratio of Expenses to Average Net Assets..................... 1.65%(A) 1.65% 1.65% 1.67%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.95%(A) 1.97% 1.93% 2.34%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 3.77%(A) 3.54% 3.71% 3.99%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 3.47%(A) 3.22% 3.43% 3.32%(A)
Portfolio Turnover Rate..................................... 4% 110% 100% 1%(A)
</TABLE>

96
<PAGE> 100

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -----------------------------------------------------
ENTERPRISE HIGH-YIELD BOND FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................... $ 10.99 $ 11.53 $ 12.35 $ 11.84 $ 11.39 $ 10.72
Net Investment Income (Loss)........................... 0.47(F) 0.94(F) 0.94 0.99 0.94 0.99
Net Realized and Unrealized Gain (Loss) on
Investments........................................... (0.56) (0.53) (0.66) 0.51 0.45 0.67
------------------------------------------------------------------------
Total from Investment Operations....................... (0.09) 0.41 0.28 1.50 1.39 1.66
------------------------------------------------------------------------
Dividends from Net Investment Income................... (0.47) (0.94) (0.94) (0.99) (0.94) (0.99)
Distributions from Capital Gains....................... -- (0.01) (0.16) -- -- --
------------------------------------------------------------------------
Total Distributions.................................... (0.47) (0.95) (1.10) (0.99) (0.94) (0.99)
------------------------------------------------------------------------
Net Asset Value, End of Period......................... $ 10.43 $ 10.99 $ 11.53 $ 12.35 $ 11.84 $ 11.39
------------------------------------------------------------------------
Total Return(C)........................................ (0.78)%(B) 3.64% 2.29% 13.18% 12.78% 16.00%
Net Assets End of Period (In Thousands)................ $57,568 $64,038 $72,637 $66,422 $54,129 $52,182
Ratio of Expenses to Average Net Assets................ 1.30%(A) 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)........................................ 1.44%(A) 1.41% 1.44% 1.47% 1.50% 1.52%
Ratio of Net Investment Income to Average Net Assets... 8.90%(A) 8.30% 7.72% 8.20% 8.21% 8.80%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement)...................... 8.76%(A) 8.18% 7.58% 8.03% 8.01% 8.58%
Portfolio Turnover Rate................................ 35% 84% 114% 175% 180% 89%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------------------------- MAY 1 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.............. $ 10.99 $ 11.52 $ 12.35 $ 11.84 $11.39 $11.11
Net Investment Income (Loss)..................... 0.44(F) 0.88(F) 0.87 0.77 0.88 0.61
Net Realized and Unrealized Gain (Loss) on
Investments..................................... (0.56) (0.52) (0.67) 0.51 0.45 0.28
------------------------------------------------------------------------------
Total from Investment Operations................. (0.12) 0.36 0.20 1.28 1.33 0.89
------------------------------------------------------------------------------
Dividends from Net Investment Income............. (0.44) (0.88) (0.87) (0.77) (0.88) (0.61)
Distributions from Capital Gains................. -- (0.01) (0.16) -- -- --
------------------------------------------------------------------------------
Total Distributions.............................. (0.44) (0.89) (1.03) (0.77) (0.88) (0.61)
------------------------------------------------------------------------------
Net Asset Value, End of Period................... $ 10.43 $ 10.99 $ 11.52 $ 12.35 $11.84 $11.39
------------------------------------------------------------------------------
Total Return(D).................................. (1.05)%(B) 3.18% 1.64% 12.59% 12.16% 8.12%(B)
Net Assets End of Period (In Thousands).......... $33,068 $36,673 $35,495 $19,898 $7,892 $2,951
Ratio of Expenses to Average Net Assets.......... 1.85%(A) 1.85% 1.85% 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)....................... 1.99%(A) 1.96% 1.99% 2.02% 2.05% 2.09%(A)
Ratio of Net Investment Income to Average Net
Assets.......................................... 8.35%(A) 7.75% 7.20% 7.51% 7.74% 7.84%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement)............ 8.22%(A) 7.64% 7.06% 7.35% 7.55% 7.68%(A)
Portfolio Turnover Rate.......................... 35% 84% 114% 175% 180% 89%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------ MAY 1 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $10.99 $11.53 $12.35 $11.71
Net Investment Income (Loss)................................ 0.44(F) 0.88(F) 0.87 0.61
Net Realized and Unrealized Gains (Losses) on Investments... (0.56) (0.53) (0.66) 0.64
-----------------------------------------------------------------
Total from Investment Operations............................ (0.12) 0.35 0.21 1.25
-----------------------------------------------------------------
Dividends from Net Investment Income........................ (0.44) (0.88) (0.87) (0.61)
Distributions from Capital Gains............................ -- (0.01) (0.16) --
-----------------------------------------------------------------
Total Distributions......................................... (0.44) (0.89) (1.03) (0.61)
-----------------------------------------------------------------
Net Asset Value End of Period............................... $10.43 $10.99 $11.53 $12.35
-----------------------------------------------------------------
Total Return(D)............................................. (1.05)%(B) 3.09% 1.72% 10.87%(B)
Net Assets End of Period (In Thousands)..................... $7,326 $6,841 $5,392 $1,463
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.99%(A) 1.96% 1.99% 2.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 8.37%(A) 7.73% 7.27% 6.84%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 8.23%(A) 7.62% 7.13% 6.68%(A)
Portfolio Turnover Rate..................................... 35% 84% 114% 175%(A)
</TABLE>

97
<PAGE> 101

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ------------------------------------------------------
ENTERPRISE MONEY MARKET FUND (CLASS A) JUNE 30, 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)......................... 0.03(F) 0.05(F) 0.05 0.05 0.04 0.05
--------------------------------------------------------------------------
Total from Investment Operations..................... 0.03 0.05 0.05 0.05 0.04 0.05
--------------------------------------------------------------------------
Dividends from Net Investment Income................. (0.03) (0.05) (0.05) (0.05) (0.04) (0.05)
--------------------------------------------------------------------------
Total Distributions.................................. (0.03) (0.05) (0.05) (0.05) (0.04) (0.05)
--------------------------------------------------------------------------
Net Asset Value End of Period........................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------
Total Return......................................... 2.81%(B) 4.80% 5.04% 4.69% 4.51% 5.05%
Net Assets End of Period (In Thousands).............. $199,184 $204,403 $140,490 $68,466 $59,074 $ 40,325
Ratio of Expenses to Average Net Assets.............. 0.61%(A) 0.59% 0.64% 1.00% 1.00% 1.00%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)...................................... 0.61%(A) 0.59% 0.64% 1.24% 1.18% 1.35%
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. 5.59%(A) 4.74% 4.91% 4.59% 4.42% 4.92%
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Reimbursement).................... 5.59%(A) 4.74% 4.91% 4.35% 4.24% 4.57%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------------------------------- MAY 1 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS B) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)................. 0.03(F) 0.05(F) 0.05 0.04 0.04 0.03
----------------------------------------------------------------------------------
Total from Investment Operations............. 0.03 0.05 0.05 0.04 0.04 0.03
----------------------------------------------------------------------------------
Dividends from Net Investment Income......... (0.03) (0.05) (0.05) (0.04) (0.04) (0.03)
----------------------------------------------------------------------------------
Total Distributions.......................... (0.03) (0.05) (0.05) (0.04) (0.04) (0.03)
----------------------------------------------------------------------------------
Net Asset Value End of Period................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------------------------------------
Total Return(D).............................. 2.81%(B) 4.80% 5.04% 4.11% 3.94% 2.95%(B)
Net Assets End of Period (In Thousands)...... $21,833 $32,863 $10,147 $5,980 $1,344 $ 394
Ratio of Expenses to Average Net Assets...... 0.61%(A) 0.60% 0.64% 1.55% 1.55% 1.55%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................... 0.61%(A) 0.60% 0.64% 1.79% 1.73% 1.88%(A)
Ratio of Net Investment Income to Average
(Loss) Net Assets........................... 5.59%(A) 4.86% 4.91% 4.09% 3.85% 4.23%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement).............................. 5.59%(A) 4.86% 4.91% 3.85% 3.68% 3.90%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------- MAY 1 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS C) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period........................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)............................... 0.03(F) 0.05(F) 0.05 0.02
--------------------------------------------------------------------
Total from Investment Operations........................... 0.03 0.05 0.05 0.02
--------------------------------------------------------------------
Dividends from Net Investment Income....................... (0.03) (0.05) (0.05) (0.02)
--------------------------------------------------------------------
Total Distributions........................................ (0.03) (0.05) (0.05) (0.02)
--------------------------------------------------------------------
Net Asset Value End of Period.............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------
Total Return(D)............................................ 2.81%(B) 4.80% 5.04% 2.86%(B)
Net Assets End of Period (In Thousands).................... $8,191 $7,296 $4,680 $1,021
Ratio of Expenses to Average Net Assets.................... 0.61%(A) 0.59% 0.63% 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................ 0.61%(A) 0.59% 0.63% 1.85%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.................................................... 5.59%(A) 4.76% 4.90% 4.15%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement)................................. 5.59%(A) 4.76% 4.90% 3.85%(A)
</TABLE>

98
<PAGE> 102

Recycle Logo
<PAGE> 103
[ENTERPRISE LOGO]

Mail to: The Enterprise Group of Funds, Inc.
P.O. Box 219731
Kansas City, MO 64121-9731
Make check payable to: The Enterprise Group of Funds, Inc. The
Funds do not accept money orders. For assistance, call Enterprise
Shareholder Services at: 1-800-368-3527

NEW ACCOUNT APPLICATION

1. TYPE OF ACCOUNT (Please print or type.)

[ ] INDIVIDUAL [ ] JOINT

Name ____________________ Joint Registrant Name ____________________
(if any)

SSN# _____________________
Use only the Social Security Number of the first listed joint
tenant.

================================================================================

[ ] 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

================================================================================

[ ] 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) ____________________________________

================================================================================

2. ADDRESS

Street or P.O. Box ____________________________________________________

City ________________________ State _____________ Zip Code ____________

Daytime Telephone ________________ E-mail Address _____________________

================================================================================

3. INVESTMENT INFORMATION (If no class indicated, investment will be made
in Class A Shares.)
Total Dollars Invested $___________ ($1,000 minimum per Class per Fund)

<TABLE>
<CAPTION>
Class of Shares (Check one)
A B C
<S> <C> <C> <C> <C>
$ _______________ or __________% Internet Fund [ ] [ ] [ ]
$ _______________ or __________% International Internet Fund [ ] [ ] [ ]
$ _______________ or __________% Global Financial Services Fund [ ] [ ] [ ]
$ _______________ or __________% Global Health Care Fund [ ] [ ] [ ]
$ _______________ or __________% Small Company Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Small Company Value Fund [ ] [ ] [ ]
$ _______________ or __________% Multi-Cap Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Mid-Cap Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Equity Fund [ ] [ ] [ ]
$ _______________ or __________% Equity Income Fund [ ] [ ] [ ]
$ _______________ or __________% Growth & Income Fund [ ] [ ] [ ]
$ _______________ or __________% Capital Appreciation Fund [ ] [ ] [ ]
$ _______________ or __________% Large-Cap Fund [ ] [ ] [ ]
$ _______________ or __________% Mergers and Acquisitions Fund [ ] [ ] [ ]
$ _______________ or __________% International Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Global Socially Responsive Fund [ ] [ ] [ ]
$ _______________ or __________% International Core Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Emerging Countries Fund [ ] [ ] [ ]
$ _______________ or __________% Worldwide Growth Fund [ ] [ ] [ ]
$ _______________ or __________% Balanced Fund [ ] [ ] [ ]
$ _______________ or __________% Managed Fund [ ] [ ] [ ]
$ _______________ or __________% Government Securities Fund [ ] [ ] [ ]
$ _______________ or __________% Tax-Exempt Income Fund [ ] [ ] [ ]
$ _______________ or __________% High-Yield Bond Fund [ ] [ ] [ ]
$ _______________ or __________% Convertible Securities Fund [ ] [ ] [ ]
$ _______________ or __________% Money Market Fund [ ] [ ] [ ]
</TABLE>

<PAGE> 104

================================================================================

4. 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. ______________________________ 3. ______________________________

2. ______________________________ 4. ______________________________

5. 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. ___________________________________________________________

================================================================================

6. DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS

<TABLE>
<S> <C>
[ ] All distributions automatically reinvested [ ] All distributions in cash by check
[ ] Income in cash, capital gains reinvested [ ] All distributions in cash, sent to bank account of record
[ ] Income reinvested, capital gains in cash (must complete Section 11)
</TABLE>

Invest income/capital gains (circle one or both)

From the ___________ Fund(s) into the __________ Fund (account is
subject to the 1,000 minimum)

================================================================================

7. 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.

<TABLE>
<S> <C>
[ ] I DO NOT want the Telephone Exchange Privilege [ ] I DO NOT want the Telephone Redemption Privilege
</TABLE>

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

================================================================================

8. 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

================================================================================

9. TO BE COMPLETED BY BROKER OR DEALER

<TABLE>
<S> <C>
Registered Representative Name _____________________ Representative Number _____________________

Broker/Dealer Name _____________________________________________________________________________

Branch Address _________________________________________________________________________________

____________________________________________________ Branch Telephone Number ( )______________
</TABLE>

<PAGE> 105

================================================================================

OPTIONAL FEATURES

10. 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

================================================================================

11. 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 __________________________________________________________

================================================================================

12. 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

================================================================================

13. 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>
<S> <C> <C>
Check one: [ ] All signatures required [ ] Shareholder is a Trust, Corporation or other organization
[ ] One signature is required [ ] Total number of signatures required
</TABLE>
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.

<PAGE> 106

================================================================================

14. 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
following business day ($100 minimum). Quarterly and annual withdrawals
will be processed on the 15th day or the following business day of the
month following the quarter or year end.

[ ] Monthly amount of $ ________________

[ ] Quarterly amount of $ ______________

[ ] Annual amount of $ _________________

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:

<TABLE>
<S> <C> <C>
First Name Middle Initial Last Name
------------------------------------------------------------------------------------------------------------

Street Address
------------------------------------------------------------------------------------------------------------

City State Zip Code
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Your Signature (as on account)
</TABLE>

================================================================================

15. SIGNATURES

The undersigned warrants that I (we) have full authority to elect the
above options for my (our) 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:

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------
Enterprise Account Number and Registration

------------------------------------------------------------------------------------------------
Signature of Individual, Custodian or Trustee Date

------------------------------------------------------------------------------------------------
Signature of Joint Registrant, if any Date
</TABLE>

Note:

If this checkwriting card (see reverse) is signed by more than one
person, all checks will require only one of the signatures appearing
exactly as above unless otherwise indicated. Each person guarantees the
genuineness of the other's signature. Checks may not be for less than
$500. Cancelled checks will be returned once monthly following the
month in which they are cleared by the Agent.

State Street Bank and Trust Company is hereby appointed agent (Agent)
by the person(s) signing this card (the "Depositor(s)") and, as Agent,
is authorized and directed to present checks drawn on this checking
account to the Designated Fund ("Account") or its redemption agent and
as requests to redeem shares of the Account registered in the name of
the Depositor(s) in the amounts of such checks and to deposit the
proceeds of such redemptions. The Agent shall be liable only for its
own negligence.

Depositor(s) hereby authorize the Account or its redemption agent to
honor redemption requests presented in the above manner by the Agent.
The Account and its redemption agent will not be liable for any loss,
expense, cost or damage arising out of check redemption. Shares of the
Account which were purchased by check within fifteen (15) calendar days
will not be redeemed until the end of such time period. The Agent has
the right not to honor checks in amounts exceeding the value of the
Depositor(s) shareholder account at the time the check is presented for
payment. If your account is subject to a contingent deferred sales
charge, please see the Prospectus for additional terms and conditions.

The Agent reserves the right to change, modify or terminate this
checking account at any time upon notification mailed to the address of
record of the Depositor(s).

<PAGE> 107

FOR MORE INFORMATION

SHAREHOLDER SERVICES/TRANSFER AGENT

National Financial Data Services, Inc.
330 W. 9th Street
Kansas City, MO 64105
Telephone: 1-800-368-3527

INVESTMENT ADVISOR

Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022
Telephone: 1-404-261-1116

DISTRIBUTOR

Enterprise Fund Distributors, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022
Telephone: 1-800-432-4320

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP
Philadelphia, PA

MEMBER - INVESTMENT COMPANY INSTITUTE

<PAGE> 108

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
1-800-432-4320

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 1-800-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 Web site (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

[ENTERPRISE LOGO]
1-800-432-4320
www.enterprisefunds.com
<PAGE> 109

THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS

CLASS Y SHARES

FEBRUARY 28, 2001

SECTOR FUNDS

Internet Fund
International Internet Fund
Global Financial Services Fund
Global Health Care Fund

AGGRESSIVE GROWTH FUNDS

Small Company Growth Fund
Small Company Value Fund
Multi-Cap Growth Fund
Mid-Cap Growth Fund

INTERNATIONAL/GLOBAL FUNDS

International Growth Fund
Global Socially Responsive Fund
International Core Growth Fund
Emerging Countries Fund
Worldwide Growth Fund

EQUITY FUNDS

Growth Fund
Equity Fund
Equity Income Fund
Growth and Income Fund
Capital Appreciation Fund
Large-Cap Fund
Mergers and Acquisitions Fund

DOMESTIC HYBRID FUNDS

Balanced Fund
Managed Fund

INCOME FUNDS

Government Securities Fund
Tax-Exempt Income Fund
High-Yield Bond Fund
Convertible Securities 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.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ 1
Internet Fund............................................... 2
International Internet Fund................................. 4
Global Financial Services Fund.............................. 7
Global Health Care Fund..................................... 10
Small Company Growth Fund................................... 12
Small Company Value Fund.................................... 14
Multi-Cap Growth Fund....................................... 16
Mid-Cap Growth Fund......................................... 18
International Growth Fund................................... 20
Global Socially Responsive Fund............................. 22
International Core Growth Fund.............................. 24
Emerging Countries Fund..................................... 26
Worldwide Growth Fund....................................... 28
Growth Fund................................................. 30
Equity Fund................................................. 32
Equity Income Fund.......................................... 34
Growth and Income Fund...................................... 36
Capital Appreciation Fund................................... 38
Large-Cap Fund.............................................. 40
Mergers and Acquisitions Fund............................... 42
Balanced Fund............................................... 44
Managed Fund................................................ 46
Government Securities Fund.................................. 48
Tax-Exempt Income Fund...................................... 50
High-Yield Bond Fund........................................ 52
Convertible Securities Fund................................. 54
Money Market Fund........................................... 56
Additional Information About the Funds' Investments and
Risks..................................................... 58
Higher-Risk Securities and Practices........................ 60
Shareholder Account Information............................. 62
Class Y Shares............................................ 62
Dealer Compensation....................................... 62
Purchasing, Redeeming and Exchanging Shares............... 63
Transaction and Account Policies............................ 67
Valuation of Shares....................................... 67
Execution of Requests..................................... 67
Telephone Transactions.................................... 68
Exchanges and Redemptions................................. 68
Share Certificates........................................ 68
Small Accounts............................................ 68
Reports to Shareholders................................... 68
Dividends, Distributions and Taxes........................ 69
Fund Management............................................. 71
The Investment Advisor.................................... 71
The Fund Managers......................................... 72
Financial Highlights........................................ 76
</TABLE>
<PAGE> 111

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.

1
<PAGE> 112

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise Internet Fund."]

ENTERPRISE INTERNET FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Fund Manager Fred Alger Management, Inc.

Investment Strategies Under normal conditions, the
Internet Fund will invest at least 65% of its assets in the
equity securities of companies in the Internet, intranet
and in e-commerce enterprises as well as those that develop
services and products for the Internet and those that make
significant use of the Internet for delivery of services and products. In
choosing which companies' stock the Fund should purchase, the Fund Manager
invests in those companies listed on a U.S. securities exchange or Nasdaq that
are engaged in the research, design, development or manufacturing, or, to a
significant extent, in the business of distributing products, processes or
services for use with Internet or intranet related businesses. The Fund may also
invest in other "high tech" companies. The Internet is a world-wide network of
computers designed to permit users to share information and transfer data
quickly and easily. The World Wide Web (the "Web"), which is a means of
graphically interfacing with the Internet, is a hyper-text based publishing
medium containing text, graphics, interactive feedback mechanisms and links
within Web documents and to other Web documents. An intranet is the application
of Web tools and concepts to a company's internal documents and databases. Other
"high tech" companies may include firms in the computer, communications, video,
electronic, office and factory automation and robotics sector.

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
<PAGE> 113

FEES AND EXPENSES

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.38%
----
Total Annual Fund Operating Expenses.............................. 1.38%
----
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

EXAMPLE

3
<PAGE> 114

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise International Internet Fund."]

ENTERPRISE INTERNATIONAL INTERNET FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Fund Manager Fred Alger Management, Inc.

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
who want to diversify their overall portfolio with a
concentrated investment in a diversified portfolio of
foreign companies engaged in Internet, intranet and other
e-commerce enterprises as well as those that develop
services and products for the Internet and those that make
significant use of the Internet for delivery of services
and products. The Fund may be appropriate for investors who
are looking to invest over the long-term, who are able to ride out market
swings, and who are looking to invest in a diversified foreign stock portfolio
focused on a particular stock market segment. The Fund alone cannot provide a
balanced investment program.

4
<PAGE> 115

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. 0.00%
Other Expenses(1)................................................. 0.54%
----
Total Annual Fund Operating Expenses.............................. 1.54%
Less Expense Reimbursements....................................... (0.09%)
----
Net Annual Fund Operating Expenses................................ 1.45%
----
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

5
<PAGE> 116

EXAMPLE

6
<PAGE> 117

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise Global Financial Services Fund."]

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., LLC

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 financing 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 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 Americans 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 more sensitive to fluctuations in interest
rates than the economy as a whole. 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.

7
<PAGE> 118

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class Y shares for the past
year.
[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance for 1999]

<TABLE>
<S> <C>
BEST QUARTER(1) WORST QUARTER
4.03% -12.40%
(JUNE 30, 1999) (SEPTEMBER 30, 1999)
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(2)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Global Financial Services Fund............... Class Y - 4.51% 12.26%
S&P 500 Financial Services Index(3)..................... 21.03% 35.88%
</TABLE>

---------------

(1) The best quarter since inception was 21.00% for the quarter ending December
31, 1998.
(2) Inception for Class Y shares is October 1, 1998.
(3) The S&P 500 Financial Services Index is an unmanaged capitalization weighted
index compromised of all stocks designed to measure the performance of the
financial sector of the S&P 500. It assumes the reinvestment of dividends
and capital gains and does not include any management fees or expenses. 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 Funds' expenses through May 1, 2001, to the
expense ratio set forth in the table.

8
<PAGE> 119

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS Y
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.85%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 1.72%
----
Total Annual Operating Expenses................................... 2.57%
Less Expense Reimbursement........................................ (1.27%)
----
Net Annual Fund Operating Expenses................................ 1.30%
----
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

EXAMPLE

9
<PAGE> 120

[Picture Description: Brass Telescope: located to the left of the section
titled: "Enterprise Global Health Care Fund."]

ENTERPRISE GLOBAL HEALTH CARE FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of domestic and
foreign companies in the health care sector

Fund Manager Nicholas-Applegate Capital Management

In analyzing specific companies for possible investment, the Fund Manager
ordinarily looks for several of the following characteristics: above-average per
share earnings growth; high return on invested capital; a healthy balance sheet;
sound financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; development of new technologies; efficient service; pricing
flexibility; strong management; and general operating characteristics that will
enable the companies to compete successfully in their respective markets. The
Fund Manager considers whether to sell a particular security when any of those
factors materially changes.

The Fund Manager allocates the Fund's assets among securities of countries that
are expected to provide the best opportunities for meeting the Fund's investment
objective.

The Fund Manager expects a high portfolio turnover rate of 300% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

10
<PAGE> 121

the health care industry is vulnerable to factors affecting the health care
industry in particular, such as changes in government regulation and scientific
and technological advances. Government regulation may result in increased costs
to a company, and scientific and technological advances may result in a
company's products becoming obsolete.

The Fund is non-diversified and may invest more its assets in the securities of
a single issuer. This increases the Fund's risk because developments affecting
an individual issuer have a greater impact on the Fund's performance.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.24%
----
Total Annual Fund Operating Expenses.............................. 1.24%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

11
<PAGE> 122

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Small Company Growth Fund."]

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.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class Y shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1992-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
31.04% -24.36%
(DECEMBER 31, 1999) (SEPTEMBER 30, 1998)
</TABLE>

12
<PAGE> 123

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE
DECEMBER 31, 1999) YEAR YEARS RETURN SINCE INCEPTION(1)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Small Company Growth Fund......... Class Y 48.82% 22.94% 21.91%
Russell 2000(2).............................. 21.26% 16.69% 14.59%
</TABLE>

---------------

(1) Inception date for Class Y shares is May 31, 1991.
(2) The Russell 2000 is an unmanaged index of the stocks of 2000 small and
mid-cap companies. It assumes the reinvestment of dividends and capital
gains and excludes management fees and expenses. One cannot invest 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, 2001, to
the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.84%
----
Total Annual Fund Operating Expenses.............................. 1.84%
Less Expense Reimbursement........................................ (0.44%)
----
Net Annual Fund Operating Expenses................................ 1.40%
----
</TABLE>

EXAMPLE

13
<PAGE> 124

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Small Company Value Fund."]

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.)

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.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class Y shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1996-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
19.21% -16.95%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)

</TABLE>

14
<PAGE> 125

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Small Company Value Fund..................... Class Y 16.60% 17.64%
Russell 2000(2)......................................... 21.26% 16.16%
</TABLE>

---------------

(1) Inception date for Class Y shares is May 31, 1995.
(2) The Russell 2000 is an unmanaged index of the stocks of 2000 small and
mid-cap companies. It assumes the reinvestment of dividends and capital
gains and excludes management fees and expenses. One cannot invest 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.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.43%
----
Total Annual Operating Expenses................................... 1.18%
----
</TABLE>

EXAMPLE

15
<PAGE> 126

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Multi-Cap Growth Fund."]

ENTERPRISE MULTI-CAP GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities, such as common or
preferred stocks, that are listed on U.S. exchanges or
traded in the over-the-counter market

Fund Manager Fred Alger Management, 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
and medium company stocks for the possibility of higher
returns; and want to diversify their portfolio to include
small, medium and large company stocks

Investment Strategies The Multi-Cap Growth Fund invests
primarily in growth stocks. The Fund Manager believes that
these companies tend to fall into one of two categories:
High Unit Volume Growth and Positive Life Cycle Change.
High Unit Volume Growth companies are those vital, creative
companies that offer goods or services to a rapidly
expanding marketplace. They include both established and emerging firms,
offering new or improved products, or firms simply fulfilling an increased
demand for an existing line. Positive Life Cycle Change companies are those
companies experiencing a major change that is expected to produce advantageous
results. These changes may be as varied as new management; products or
technologies; restructuring or reorganization; or merger and acquisition.

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class Y shares for the past
year.

16
<PAGE> 127

FEES AND EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS Y
----------------------------------------------------------------------------
<S> <C>
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
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.39%
------
Total Annual Fund Operating Expenses.............................. 1.39%
------
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

EXAMPLE

17
<PAGE> 128

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Mid-Cap Growth Fund."]

ENTERPRISE MID-CAP GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of U.S. companies
that have mid-size market capitalizations

Fund Manager Nicholas-Applegate Capital Management

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may lend portfolio securities equaling up to 30% of its total assets on a
short-term or long-term basis.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

18
<PAGE> 129

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.

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.23%
----
Total Annual Fund Operating Expenses.............................. 0.98%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

19
<PAGE> 130

[Picture Description: Globe: located to the left of the section titled:
"Enterprise International Growth Fund."]

ENTERPRISE INTERNATIONAL GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Non-U.S. equity securities

Fund Manager Vontobel USA Inc.

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

This bar chart shows changes in the performance of the Fund's Class Y shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1996-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
31.27% -13.79%
(DECEMBER 31, 1999) (SEPTEMBER 30, 1998)
</TABLE>

20
<PAGE> 131

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise International Growth Fund.................. Class Y 40.39% 18.05%
MSCI EAFE Index(2).................................... 26.96% 12.42%
</TABLE>

---------------

(1) Inception date for Class Y shares is July 31, 1995.
(2) The Morgan Stanley Capital International Europe, Australia and the Far East
Index (MSCI EAFE) is an unmanaged index composed of the stocks of
approximately 1,032 companies traded on 20 stock exchanges from around the
world, excluding the USA, Canada, and Latin America. It assumes the
reinvestment of dividends and capital gains and excludes management fees and
expenses. One cannot invest 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.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.85%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.63%
----
Total Annual Operating Expenses................................... 1.48%
----
</TABLE>

EXAMPLE

21
<PAGE> 132

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Global Socially Responsive Fund."]
ENTERPRISE GLOBAL SOCIALLY RESPONSIVE FUND

FUND PROFILE

Investment Objective Total return

Principal Investments Equity securities of companies
located in countries that are included in the MSCI World
Index that meet the Fund's social and investment criteria

Fund Manager Rockefeller & Co., Inc.

Who May Want To Invest Investors who want to make socially
responsible investments and want the value of their
investment to grow

Investment Strategies The Global Socially Responsive Fund
invests primarily in equity securities of companies that
the Fund Manager believes are socially responsible and
which are located in countries that are included in the
MSCI World Index, including the U.S., Canada and Australia,
and certain developed markets located in Europe and the Far East. The term
"responsive" is used to distinguish between absolute and relative standards of
corporate social responsibility. The Fund Manager believes that no company is
perfect on any of the relevant social criteria, but looks for companies that
demonstrate a commitment to progress. To find companies that are socially
responsive, the Fund Manager actively looks for companies that are demonstrating
leadership in one or more of the following areas: human rights, public health,
governance, products, services and marketing, workplace environment,
environmental stewardship and community. These companies also may show a
commitment to improving the quality of communication to shareholders and
stakeholders and to developing solution-oriented policies and practices. Like
other socially responsible investment vehicles, the Fund does not invest in
industries such as tobacco and gambling, weapons or nuclear power, or invest in
companies that are known to violate human rights. The Fund Manager believes that
good corporate citizenship has the potential to create good investment
opportunities; wherever possible, the Fund seeks to invest in companies that the
Fund Manager believes derive a competitive advantage from the socially
responsive products, policies and practices developed by such companies. The
Fund Manager seeks companies that combine these social criteria with an
investment management criteria of potentially high return on investment capital,
strong quality of management, sound financial resources and good overall
business prospects. In selecting equity securities, the Fund Manager uses its
own valuation models to determine fair value and looks for securities that are
selling at discounts to their fair value, independent of region or style bias.
The Fund seeks to own growth and/or value stocks depending on their relative
attractiveness.

22
<PAGE> 133

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.90%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.92%
----
Total Annual Fund Operating Expenses.............................. 1.82%
Less Expense Reimbursements....................................... (0.52%)
----
Net Annual Fund Operating Expenses................................ 1.30%
----
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

EXAMPLE

23
<PAGE> 134

[Picture Description: Globe: located to the left of the section titled:
"Enterprise International Core Growth Fund."]

ENTERPRISE INTERNATIONAL CORE GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of large
capitalization companies located in non-U.S. countries

Fund Manager Nicholas-Applegate Capital Management

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income and
who are willing to accept the increased risk of
international investing for the possibility of higher
returns
Investment Strategies The International Core Growth Fund
invests primarily in equity securities of large
capitalization companies located in foreign countries. The
Fund Manager considers a company to be a large
capitalization company if its market capitalization is in
the top 75% of publicly traded companies as measured by
stock market capitalizations in each country at the time of
purchase by the Fund.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

24
<PAGE> 135

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.45%
----
Total Annual Fund Operating Expenses.............................. 1.45%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

25
<PAGE> 136

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Emerging Countries Fund."]

ENTERPRISE EMERGING COUNTRIES FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of companies in
countries with emerging securities markets

Fund Manager Nicholas-Applegate Capital Management

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks Because the Fund invests primarily in equity securities, 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 and are generally riskier than other types of foreign investments. The
economies of emerging countries may be predominantly based on only a few
industries or dependent on revenue from particular commodities, international
aid or other assistance.

26
<PAGE> 137

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.25%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.47%
----
Total Annual Fund Operating Expenses.............................. 1.72%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

27
<PAGE> 138

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Worldwide Growth Fund."]

ENTERPRISE WORLDWIDE GROWTH FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Foreign and domestic equity
securities

Fund Manager Nicholas-Applegate Capital Management

Investment Strategies The Worldwide Growth Fund invests
primarily in equity securities of foreign and domestic
companies, and normally it will invest at least 65% of its
total assets in securities of companies that are located in
at least three different countries, which may include
countries with emerging securities markets. The Fund
Manager focuses on a "bottom-up" analysis that evaluates
the financial conditions and competitiveness of individual
companies worldwide. This means that the Fund Manager ordinarily looks for
several of the following characteristics: above-average per share earnings
growth; high return on invested capital; a healthy balance sheet; sound
financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; development of new technologies; efficient service; pricing
flexibility; strong management; and general operating characteristics that will
enable the companies to compete successfully in their respective markets. The
Fund Manager considers whether to sell a particular security when any of these
factors change. The Fund Manager will allocate Fund assets among securities of
companies in countries that it expects to provide the best opportunities for
meeting the Fund's investment objective.

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

28
<PAGE> 139

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
---------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.27%
----
Total Annual Fund Operating Expenses.............................. 1.27%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

29
<PAGE> 140

[Picture Description: columns of various heights: located to the left of the
section titled: "Enterprise Growth Fund."]

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.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class Y shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1997-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
27.52% -13.92%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1998)
</TABLE>

30
<PAGE> 141

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Growth Fund.................................. Class Y 22.52% 31.87%
S&P 500(2).............................................. 21.03% 29.62%
</TABLE>

---------------

(1) Inception date for Class Y shares is August 31, 1996.
(2) This unmanaged broad-based index includes 500 companies that 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

<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS Y
----------------------------------------------------------------------------
<S> <C>
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
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.20%
----
Total Annual Fund Operating Expenses.............................. 0.95%
----
</TABLE>

EXAMPLE

31
<PAGE> 142

[Picture Description: columns of various heights: located to the left of the
section titled: "Enterprise Equity Fund."]

ENTERPRISE EQUITY FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments U.S. common stocks

Fund Manager TCW Investment Management Company

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: superior business practices that will
benefit from long-term trends, superior growth, profitability and leading market
share versus others in their industry, strong enduring business models, valuable
consumer or commercial franchises, high return on capital, favorable price to
intrinsic value and under-valued assets.

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class Y shares for the past
year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance for 1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
19.37% -10.56%
(DECEMBER 31, 1999) (SEPTEMBER 30, 1999)
</TABLE>

32
<PAGE> 143

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Equity Fund.................................. Class Y 17.89% 18.28%
S&P 500(2).............................................. 21.03% 29.96%
</TABLE>

---------------

(1) Inception for Class Y shares is October 31, 1998.
(2) This unmanaged broad-based index includes 500 companies that 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 Advisor
has contractually agreed to limit the Fund's expenses through May 1, 2001, to
the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 1.40%
-----
Total Annual Operating Expenses................................... 2.15%
Less Expense Reimbursement........................................ (1.00%)
-----
Net Annual Fund Operating Expenses................................ 1.15%
-----
</TABLE>

EXAMPLE

33
<PAGE> 144

[Picture Description: columns of various heights: located to the left of the
section titled: "Enterprise Equity Income Fund."]

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

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

This bar chart shows the performance of the Fund's Class Y shares for the past
year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance for 1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
12.35% -8.83%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1998)
</TABLE>

34
<PAGE> 145

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Equity Income Fund........................... Class Y 7.69% 9.61%
S&P 500/Barra Value Index(2)............................ 12.72% 15.09%
</TABLE>

---------------

(1) Inception date for Class Y shares is January 31, 1998.
(2) This unmanaged broad-based index is comprised of S&P companies sorted with
low price to book ratios. It includes reinvested dividends.

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, 2001, to
the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.32%
----
Total Annual Operating Expenses................................... 1.07%
Less Expense Reimbursement........................................ (0.02%)
----
Net Annual Fund Operating Expenses................................ 1.05%
----
</TABLE>

EXAMPLE

35
<PAGE> 146

[Picture Description: columns of various heights: located to the left of the
section titled: "Enterprise Growth and Income Fund."]

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 it believes 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.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Class Y shares
from year to year.

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1992-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
19.50% -12.40%
(DECEMBER 31, 1998) (SEPTEMBER 30, 1998)
</TABLE>

36
<PAGE> 147

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE
DECEMBER 31, 1999) YEAR YEARS RETURN SINCE INCEPTION(1)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Enterprise Growth and Income Fund............ Class Y 33.59% 27.61% 20.42%
S&P 500(2)................................... 21.03% 28.55% 19.41%
</TABLE>

---------------

(1) Inception for Class Y shares is May 31, 1991.
(2) This unmanaged broad-based index includes 500 companies that 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, 2001, to
the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.43%
-----
Total Annual Operating Expenses................................... 1.18%
Less Expense Reimbursement........................................ (0.13%)
-----
Net Annual Fund Operating Expenses................................ 1.05%
-----
</TABLE>

EXAMPLE

37
<PAGE> 148

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Capital Appreciation Fund."]

ENTERPRISE CAPITAL APPRECIATION FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of companies that
demonstrate strong future earnings growth potential,
product leadership and consistently strong financial
characteristics

Fund Manager Marsico Capital Management, LLC

Investment Strategies The Capital Appreciation Fund's
investment strategy blends top-down economic and industry
analysis with bottom-up stock selection. The Fund Manager's
investment approach emphasizes large capitalization U.S.
companies that are believed to have the ability to produce above-average
earnings growth. The investment process begins by establishing an overall
macroeconomic outlook which in turn forms the strategic backdrop for actual
portfolio construction. Various economic, social and political factors are
considered, including global trends (e.g., productivity enhancements), interest
rates, inflation, central bank policies, the regulatory environment, and the
overall competitive landscape. This analysis also seeks to uncover specific
industries and companies that are expected to benefit from the macroeconomic
environment. The potential for maximum capital appreciation is the basis for
investment decisions; any income is incidental.

PERFORMANCE INFORMATION

38
<PAGE> 149

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
34.70% -12.62%
(DECEMBER 31, 1999) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Capital Appreciation Fund.................... Class Y 40.04% 36.94%
S&P 500/Barra Growth Index(2)........................... 28.24% 33.79%
</TABLE>

---------------

(1) Inception date for Class Y shares is May 31, 1998.
(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.

FEES AND EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN A FUND) CLASS Y
--------------------------------------------------------------------------
<S> <C>
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
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.32%
----
Total Annual Fund Operating Expenses.............................. 1.07%
----
</TABLE>

EXAMPLE

39
<PAGE> 150

[Picture Description: columns of various heights: located to the left of the
section titled: "Enterprise Large-Cap Fund."]

ENTERPRISE LARGE-CAP FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments Equity securities of U.S. companies
that have large capitalizations

Fund Manager Nicholas-Applegate Capital Management

The Fund Manager expects a high portfolio turnover rate of 200% or more. The
Fund may also lend portfolio securities on a short-term or long-term basis, up
to 30% of its total assets.

Principal Risks The Fund invests in equity securities of U.S. 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, because the Fund invests
in companies that the Fund Manager believes have the potential for rapid growth,
the Fund might have a higher risk of price volatility than a fund that
emphasizes other styles.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

40
<PAGE> 151

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
---------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.23%
----
Total Annual Fund Operating Expenses.............................. 0.98%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

41
<PAGE> 152

[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Mergers and Acquisitions Fund."]
ENTERPRISE MERGERS AND ACQUISITIONS FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Domestic equity securities

Fund Manager Gabelli Asset Management Company (GAMCO
Investors, Inc.)

Investment Strategies The Fund Manager will engage in
classic risk arbitrage by investing in equity securities of
companies that are involved in publicly announced mergers,
takeovers, tender offers, leveraged buyouts, spin-offs,
liquidations and other corporate reorganizations. When a company agrees to be
acquired by another company, its stock price often quickly rises to just below
the stated acquisition price. If the Fund Manager, through extensive research,
determines that the acquisition is likely to be consummated on schedule at the
stated acquisition price, then the Fund may purchase the selling company's
securities, offering the Fund the possibility of generous returns relative to
cash equivalents with a limited risk of excessive loss of capital. At times, the
stock of the acquiring company may also be purchased or charted. In addition,
the Fund Manager will purchase shares of companies believed to be likely
acquisition targets within 12 to 18 months.

The Fund Manager may invest in small, mid and large capitalization stocks. The
Fund Manager expects a high portfolio turnover rate of 150% or more.

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders. This turnover may
have an effect on the Fund's performance.

42
<PAGE> 153

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
---------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.90%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.83%
----
Total Annual Fund Operating Expenses.............................. 1.73%
Less Expense Reimbursement........................................ (0.23%)
----
Net Annual Fund Operating Expenses(2)............................. 1.50%
----
</TABLE>

---------------

(1) Based on estimated annual amounts. Includes 0.05% of interest and dividend
expense.
(2) Net Annual Fund operating expenses include 0.05% of interest and dividend
expense, which is not reimbursable by the Advisor.

EXAMPLE

43
<PAGE> 154

[Picture Description: Three Stones lying in a small brook: located to the left
of the section titled: "Enterprise Balanced Fund."]

ENTERPRISE BALANCED FUND

FUND PROFILE

Investment Objective Long-term total return

Principal Investments A combination of equity, fixed
income and short-term securities

Fund Manager Montag & Caldwell, Inc.

Who may want to Invest Investors who want the value of
their investment to grow and also want to receive income on
their investment

Investment Strategies Generally, between 55% and 75% of
the Balanced Fund's total assets will be invested in equity
securities, and at least 25% of the Balanced Fund's total
assets will be invested in fixed income securities. The
portfolio allocation will vary based upon the Fund
Manager's assessment of the return potential of each asset
class. For equity investments, the Fund Manager uses a
bottom-up approach to stock selection, focusing on high quality,
well-established companies that have a strong history of earnings growth;
attractive prices relative to the company's potential for above average growth;
long-term earnings and revenue growth; strong balance sheets; a sustainable
competitive advantage; positions as (or the potential to become) industry
leaders; and the potential to outperform the market during downturns. When
selecting fixed income securities, the Fund Manager will seek to maintain the
Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index. Emphasis is also placed on diversification
and credit analysis. The Fund will only invest in fixed income securities with
an "A" or better rating. Fixed income investments will include: U.S. Government
securities; corporate bonds; mortgage/asset-backed securities; and money market
securities and repurchase agreements.

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

The 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. The Advisor has contractually agreed to limit the Fund's
expenses through May 1, 2001, to the expense ratio noted in the table.

44
<PAGE> 155

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS Y
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 1.10%
----
Total Annual Fund Operating Expenses.............................. 1.85%
Less Expense Reimbursements....................................... (0.90%)
----
Net Annual Fund Operating Expenses................................ 0.95%
----
</TABLE>

---------------

(1) Based on estimated amounts for the current fiscal year.

EXAMPLE

45
<PAGE> 156

[Picture Description: Three Stones lying in a small brook: located to the left
of the section titled: "Enterprise Managed Fund."]

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 Wellington Management Company, LLP
Sanford C. Bernstein & Co., LLC

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.

The Fund is managed by two Fund Managers, each of which is allocated net cash
flows into and redemptions out of the Fund on a 50/50 basis.

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, increasing the risk that
the issuer may default on payments of interest or principal.

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.

46
<PAGE> 157

[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1996-1999]

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
13.55% -14.53%
(JUNE 30, 1997) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Managed Fund................................. Class Y 7.94% 15.05%
S&P 500(2).............................................. 21.03% 26.52%
</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.

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>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
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

47
<PAGE> 158

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Government Securities
Fund."]

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 Investment Management Company

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.

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
2.78% -0.48%
(SEPTEMBER 30, 1998) (JUNE 30, 1999)
</TABLE>

48
<PAGE> 159

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Government Securities Fund................... Class Y 1.04% 4.76%
Lehman Brothers Intermediate Government Bond Index(2)... 0.49% 4.88%
</TABLE>

---------------

(1) Inception date for Class Y shares is July 31, 1997.
(2) This 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.

FEES AND EXPENSES

The 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, 2001, to
the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.60%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.34%
----
Total Annual Operating Expenses................................... 0.94%
Less Expense Reimbursement........................................ (0.09%)
----
Net Annual Fund Operating Expenses................................ 0.85%
----
</TABLE>

EXAMPLE

49
<PAGE> 160

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Tax-Exempt Income Fund."]

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.

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
0.52% -1.92%
(MARCH 31, 1999) (JUNE 30, 1999)
</TABLE>

50
<PAGE> 161

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Tax-Exempt Income Fund....................... Class Y -2.32% -1.98%
Lehman Brothers Municipal Bond Index(2)................. -2.07% -1.68%
</TABLE>

---------------

(1) Inception date for Class Y shares is November 30, 1998.
(2) This 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.

FEES AND EXPENSES

The 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, 2001, to the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.50%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.49%
----
Total Annual Operating Expenses................................... 0.99%
Less Expense Reimbursement........................................ (0.34%)
----
Net Annual Fund Operating Expenses................................ 0.65%
----
</TABLE>

EXAMPLE

51
<PAGE> 162

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise High-Yield Bond Fund."]

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-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
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
in the lowest ratings categories 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.

PERFORMANCE INFORMATION

This bar chart shows the performance of the Fund's Class Y shares from year to
year.
[Chart Description: Illustrates volatility of an investment and shows changes in
Class Y shares performance from 1998-1999]

52
<PAGE> 163

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
4.32% -5.72%
(MARCH 31, 1998) (SEPTEMBER 30, 1998)
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1998) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise High-Yield Bond Fund......................... Class Y 4.30% 4.67%
Lehman Brothers High Yield BB Index(2).................. 1.87% 4.50%
</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, 2001, to the expense ratio set forth in the table.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.60%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.36%
----
Total Annual Operating Expenses................................... 0.96%
Less Expense Reimbursement........................................ (0.11%)
----
Net Annual Fund Operating Expenses................................ 0.85%
----
</TABLE>

EXAMPLE

53
<PAGE> 164

[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Convertible Securities
Fund."]

ENTERPRISE CONVERTIBLE SECURITIES FUND

FUND PROFILE

Investment Objective Total return through capital
appreciation and current income

Principal Investments Convertible securities of U.S.
companies

Fund Manager Nicholas-Applegate Capital Management

Who May Want To Invest Investors who want an increase in
the value of their investment with the potential of
receiving dividend and interest income

Investment Strategies The Convertible Fund primarily
invests in convertible securities of companies with market
capitalizations above $500 million. Convertible securities
are preferred stock or debt securities of companies that
are convertible into common stock. The Fund Manager
attempts to capture the upside potential of the underlying
securities with less downside exposure. Normally, the Fund
invests at least 65% of its total assets in income-producing equity securities,
which include convertible securities and common stocks. The Fund may also invest
in securities issued by the U.S. Government and its agencies and
instrumentalities. At all times, the Fund normally invests a minimum of 25% of
its total assets in common and preferred stocks and 25% in other
income-producing convertible and debt securities. The Fund may also invest up to
35% of its assets in high-yield debt securities rated below investment grade by
a nationally recognized rating firm, or of comparable quality if unrated. These
securities are commonly known as "junk bonds."

The Fund Manager expects a high portfolio turnover rate of 100% or more. The
Fund may also lend portfolio assets on a short-term and long-term basis, up to
30% of its total assets.

54
<PAGE> 165

Because the Fund Manager expects a high portfolio turnover, the Fund is likely
to generate more taxable short-term gains for shareholders and may have an
effect on the Fund's performance.

PERFORMANCE INFORMATION

Information about Fund performance is not provided because this is a new Fund.

FEES AND EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS Y
----------------------------------------------------------------------------
<S> <C>
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
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.75%
Distribution and Service (12b-1) Fees............................. None
Other Expenses(1)................................................. 0.23%
----
Total Annual Fund Operating Expenses.............................. 0.98%
----
</TABLE>

---------------

(1) Based on estimated annual amounts.

EXAMPLE

55
<PAGE> 166

[Picture Description: Tool with coins: located to the left of the section
titled: "Enterprise Money Market Fund."]

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 an emphasis on preservation of
capital

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.33% 1.10%
(DECEMBER 31, 1999) (JUNE 30, 1999)
</TABLE>

56
<PAGE> 167

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(AS OF THE CALENDAR YEAR ENDED PAST ONE
DECEMBER 31, 1999) YEAR RETURN SINCE INCEPTION(1)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Money Market Fund............................ Class Y 4.80% 4.96%
IBC Taxable Money Market Index(2)....................... 4.64% 4.89%
</TABLE>

---------------

(1) Inception date for Class Y shares is July 31, 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 below are shown as a percentage of
the Fund's net assets. These expenses are deducted from Fund assets.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES)
-----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 0.35%
Distribution and Service (12b-1) Fees............................. None
Other Expenses.................................................... 0.24%
----
Total Annual Fund Operating Expenses.............................. 0.59%
----
</TABLE>

EXAMPLE

57
<PAGE> 168

ADDITIONAL INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISKS

SECTOR, AGGRESSIVE GROWTH, EQUITY, INTERNATIONAL/GLOBAL AND DOMESTIC HYBRID
FUNDS' INVESTMENTS

X = Types of securities in which a Fund invests.

<TABLE>
<CAPTION>
SECTOR FUNDS
GLOBAL GLOBAL
FINANCIAL INTERNATIONAL HEALTH
SERVICES INTERNET INTERNET CARE
<S> <C> <C> <C> <C>
U.S. Stocks* X X X
Foreign Stocks X X X
Bonds
</TABLE>

AGGRESSIVE INTERNATIONAL/ DOMESTIC HYBRID
GROWTH GLOBAL EQUITY FUNDS
<S> <C> <C> <C> <C>
U.S. Stocks* X X X X
Foreign Stocks X
Bonds X
</TABLE>

---------------

58
<PAGE> 169

INCOME FUNDS' INVESTMENTS

---------------

* "Junk Bond" refers to any security rated lower than "Baa" by Moody's Investors
Service. If a Moody's rating is not available, the bond must be rated lower
than "BBB" by Standard & Poor's.

MONEY MARKET FUND'S INVESTMENTS

INITIAL PUBLIC OFFERINGS ("IPOS")

59
<PAGE> 170

HIGHER-RISK SECURITIES AND PRACTICES

The following pages discuss the risks associated with certain types of
higher-risk securities in which the Funds may invest and certain higher-risk
practices in which the Funds might engage.

FOREIGN SECURITIES. Each of the Funds, except the Money Market Fund, might
invest in foreign securities. These are some of the risks in owning foreign
securities:

- Emerging Securities Markets Risk. To the extent that the Funds invest in
countries with emerging markets the foreign securities risk are magnified
since these countries may have unstable coverage and less established market.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds, except the Money Market
Fund, may invest in illiquid and restricted securities.

- Restricted Securities. These are securities that are subject to contractual
restrictions on resale. Such a restriction could limit a security's liquidity.

60
<PAGE> 171

seller defaults and the security declines in value, the Fund might incur a loss.
If the seller declares bankruptcy, the Funds may not be able to sell the
security at the desired time.

61
<PAGE> 172

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"), employees of Enterprise Capital Management, the Advisor
to the Funds, 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, employees of the Advisor to the
Funds 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.

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 Trusted Securities
Advisors 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.

62
<PAGE> 173

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
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 will not be accepted.
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.
Participate in the Automatic Investment Plan You may have your shares automatically invested on a monthly
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 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, Traditional 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>

63
<PAGE> 174

<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT REDEEMING 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 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.
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 219731 written request. You must obtain a signature guarantee if:
Kansas City, MO 64121-9731 - 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 In General 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 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
Redemption Plan or Redemption directly to a bank account when you have
established proper instructions, including all applicable
bank information, on the account.
</TABLE>

64
<PAGE> 175

<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT REDEEMING SHARES
<S> <C>
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 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.
</TABLE>

65
<PAGE> 176

<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.
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.
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 219731 - the account name(s) and address,
Kansas City, MO 64121-9731 - 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>

66
<PAGE> 177

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.

Short-term debt securities with 61 days or more to maturity at time of
purchase are valued at market value through the 61st day prior to maturity,
based on quotations received from market makers or other appropriate sources;
thereafter, any unrealized appreciation or depreciation existing on the 61st day
is amortized to par on a straight-line basis over the remaining number of days
to maturity. Short-term debt securities having a remaining maturity of sixty
days or less are valued at amortized cost, which approximates market value.
Under the amortized cost method, a security is valued at its cost and any
discount or premium is amortized to par 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.

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

67
<PAGE> 178

TELEPHONE TRANSACTIONS

EXCHANGES AND REDEMPTIONS

SHARE CERTIFICATES

SMALL ACCOUNTS

REPORTS TO SHAREHOLDERS

68
<PAGE> 179

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 and declares and pays
dividends of investment income, if any, annually. The following Funds declare
daily and pay monthly dividends of investment income: Government Securities
Fund, High-Yield Bond Fund, Tax-Exempt Income Fund, and Money Market Fund.

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.

69
<PAGE> 180

may have additional tax consequences. Certain of these are described in the
Statement of Additional Information.

The Funds will mail statements indicating the tax status of your
distributions to you annually.

70
<PAGE> 181

FUND MANAGEMENT

THE INVESTMENT ADVISOR

<TABLE>
<CAPTION>
FEE (AS A PERCENTAGE OF
NAME OF FUND AVERAGE NET ASSETS)
-------------------------------------------------------------------------------------
<S> <C>
Internet Fund.............................................. 1.00%
International Internet Fund................................ 1.00%
Global Financial Services Fund............................. 0.85%
Global Health Care Fund.................................... 1.00%
Small Company Growth Fund.................................. 1.00%
Small Company Value Fund................................... 0.75%
Multi-Cap Growth Fund...................................... 1.00%
Mid-Cap Growth Fund........................................ 0.75%
International Growth Fund.................................. 0.85%
Global Socially Responsive Fund............................ 0.90%
International Core Growth Fund............................. 1.00%
Emerging Countries Fund.................................... 1.25%
Worldwide Growth Fund...................................... 1.00%
Growth Fund................................................ 0.75%
Equity Fund................................................ 0.75%
Equity Income Fund......................................... 0.75%
Growth and Income Fund..................................... 0.75%
Capital Appreciation Fund.................................. 0.75%
Large-Cap Fund............................................. 0.75%
*Mergers and Acquisitions Fund.............................. 0.90%
Balanced Fund.............................................. 0.75%
Managed Fund............................................... 0.75%
Government Securities Fund................................. 0.60%
Tax-Exempt Income Fund..................................... 0.50%
High-Yield Bond Fund....................................... 0.60%
Convertible Securities Fund................................ 0.75%
Money Market Fund.......................................... 0.35%
</TABLE>

71
<PAGE> 182

THE FUND MANAGERS

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Internet Fund Alger has been an investment advisor David Alger and Dan Chung are the
since 1964. As of December 31, 1999, individuals responsible for the
Fred Alger Management, Inc. total assets under management for all day-to-day management of the Fund.
("Alger") clients were approximately $17.4 Mr. Alger has been employed by Alger
1 World Trade Center billion. Usual investment minimum is as Executive Vice President and
Suite 9333 $5 million. Director of Research since 1971 and
New York, NY 10048 as President since 1995. Mr. Chung
has been employed by Alger since 1995
as Senior Vice President and Senior
Analyst. They have more than 30
years' combined experience in the
investment industry.
International Internet Fund Alger has been an investment advisor David Alger and Dan Chung are the
since 1964. As of December 31, 1999, individuals responsible for the
Alger total assets under management for all day-to-day management of the Fund.
1 World Trade Center clients were approximately $17.4 Mr. Alger has been employed by Alger
Suite 9333 billion. Usual investment minimum is as Executive Vice President and
New York, NY 10048 $5 million. Director of Research since 1971 and
as President since 1995. Mr. Chung
has been employed by Alger since 1995
as Senior Vice President and Senior
Analyst. They have more than 30
years' combined experience in the
investment industry.
Global Financial Services Fund Sanford Bernstein was established in The day-to-day management of this
2000. As of June 30, 2000, its Fund is performed by Sanford
Sanford C. Bernstein & Co., LLC predecessor, Sanford C. Bernstein & Bernstein's International Value
("Sanford Bernstein") Co., Inc., had $82.7 billion in Equity Policy Group, chaired by
767 Fifth Avenue assets under management. Usual Andrew S. Adelson, who has more than
New York, New York 10153-0185 investment minimum is $5 million. 20 years' experience in the
investment industry. He joined
Sanford Bernstein in 1980 and has
served as Chief Investment Officer of
International Value Equities since
2000. Prior to that, he served as
Chief Investment Officer of
International Investment Services
since 1990.
Global Health Care Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate Capital Management 2000, it had $42.8 billion under
("Nicholas-Applegate") management. Usual investment minimum
600 West Broadway is $250,000 for institutional
San Diego, CA 92101 account.
Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling since 1977. As of December Witter, and Paul B. Phillips,
William D. Witter, Inc. 31, 1999, total assets under Managing Director of Witter, are
("Witter") management for all clients were $1.4 responsible for the day-to-day
One Citicorp Center billion. Usual investment minimum is management of the Fund. They have
153 East 53rd Street $1 million. more than 80 years' combined
New York, New York 10022 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 Chief
Company, Inc., was founded in 1977. Investment Officer of GAMCO since its
Gabelli Asset Management Company As of March 31, 1999, total assets inception in 1977 and is responsible
(GAMCO Investors, Inc.) under management for all clients were for the day-to-day management of the
("GAMCO") $9.3 billion. Usual investment Fund. He has more than 28 years'
One Corporate Center minimum is $1 million. experience in the investment
Rye, New York 10580 industry.
</TABLE>

72
<PAGE> 183

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Multi-Cap Growth Fund Alger has been an investment adviser David Alger and Seilai Khoo are the
since 1964. As of December 31, 1999, individuals responsible for the
Alger total assets under management for all day-to-day management of the Fund.
1 World Trade Center clients were approximately $17.4 Mr. Alger has been employed by Alger
Suite 9333 billion. Usual investment minimum is as Executive Vice President and
New York, NY 10048 $5 million. Director of Research since 1971 and
as President since 1995. Ms. Khoo has
been employed by Alger as Senior Vice
President and Portfolio Manager since
1995 and served as Senior Research
Analyst from 1990 to 1995. They have
more than 40 years' combined
experience in the investment
industry.
Mid-Cap Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
International Growth Fund Vontobel has provided investment Fabrizio Pierallini, Senior Vice
counseling since 1984. Vontobel's President and Managing Director of
Vontobel USA Inc. assets under management for all International Investments is
("Vontobel") clients were $2.1 billion as of responsible for the day-to-day
450 Park Avenue December 31, 1999. Usual investment management of the Fund. Mr.
New York, New York 10022 minimum is $10 million. Pierallini 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 and has more than 18 years
experience in the investment
industry.
Global Socially Responsive Fund Rockefeller was incorporated in 1979 Farha-Joyce Haboucha, Co-director of
and as of December 31, 1999, had $5.6 Socially Responsive Investments is
Rockefeller & Co., Inc. billion under management. Usual responsible for the day-to-day
("Rockefeller") investment minimum is $20 million for management of the Fund. Ms. Haboucha
30 Rockefeller Plaza, separately managed accounts and $5 has been employed by Rockefeller
54th floor million for pooled investment since 1997. She previously served for
New York, New York 10112 vehicles. 10 years as a Senior Portfolio
Manager and Co-director of Socially
Responsive Investment Services at
Neuberger & Berman and has more than
18 years experience in the investment
industry.
International Core Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Emerging Countries Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Worldwide Growth Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Growth Fund Montag & Caldwell has served as the Ronald E. Canakaris, President and
Fund Manager to Alpha Fund, Inc., the Chief Investment Officer of Montag &
Montag & Caldwell, Inc. predecessor of the Growth Fund, since Caldwell, is responsible for the
("Montag & Caldwell") the Fund was organized in 1968. day-to-day investment management of
3455 Peachtree Road, N.E. Montag & Caldwell and its the Growth Fund and has more than 30
Suite 1200 predecessors have been engaged in the years' experience in the investment
Atlanta, Georgia 30326-3248 business of providing investment industry. He has been President of
counseling to individuals and Montag & Caldwell for more than 15
institutions since 1945. Total assets years.
under management for all clients were
approximately $35.1 billion as of
December 31, 1999. Usual investment
minimum is $40 million.
</TABLE>

73
<PAGE> 184

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Equity Fund The Board of Directors named TCW Fund Glen E. Bickerstaff is responsible
Manager effective November 1, 1999. for the day-to-day management of the
TCW Investment Management Company TCW was founded in 1971 and as of Fund and is a Managing Director of
("TCW") December 31, 1999, TCW and its TCW, which he joined in May of 1998.
865 South Figueroa Street affiliated companies had He has more than 19 years of
Suite 1800 approximately $71 billion under investment industry experience, and
Los Angeles, California 90017 management. Usual investment minimum he previously served as Senior
for equity accounts is $100 million. Portfolio Manager and Vice President
for Transamerica Investment Services.
Equity Income Fund 1740 Advisers has been providing John V. Rock, President and Director
investment counseling since 1971. of 1740 Advisers, is responsible for
1740 Advisers, Inc. 1740 Advisers is an affiliate of the the day-to-day investment management
("1740 Advisers") Advisor. Total assets under of the Fund and has more than 35
1740 Broadway management for 1740 Advisers as of years' experience in the investment
New York, New York 10019 December 31, 1999, were approximately industry. He has served as President
$2.1 billion. Usual investment of 1740 Advisers since 1974.
minimum is $20 million.
Growth and Income Fund RSI has served as Fund Manager for James P. Coughlin, President and
Retirement System Fund Inc. Core Chief Investment Officer of RSI, is
Retirement System Investors Inc. Equity Fund, the predecessor of The responsible for the day-to-day
("RSI") Growth and Income Fund, since that management of the Fund and has more
317 Madison Avenue Fund was organized in 1991. RSI has than 30 years' experience in the
New York, New York 10017 been engaged in providing investment investment industry. He has served as
advisory services since 1989. Total President and Chief Investment
assets under management for RSI were Officer of RSI since 1989.
$974 million as of December 31, 1999.
Capital Appreciation Fund The Board of Directors named Marsico Thomas F. Marsico is responsible for
Fund Manager effective November 1, the day-to-day management of the
Marsico Capital Management, LLC 1999. Marsico has been providing Fund. He has more than 19 years of
("Marsico") investment counseling since 1997. As investment industry experience. He
1200 17th Street of December 31, 1999, total assets founded Marsico in 1997 and
Suite 1300 under management for all clients were previously served as Portfolio
Denver, Colorado 80202 approximately $14.1 billion. Usual Manager for Janus Capital
investment minimum is $100 million. Corporation.
Large-Cap Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
Mergers and Acquisitions Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as Chief
Company, Inc., was founded in 1977. Investment Officer of GAMCO since its
GAMCO As of September 30, 2000, total inception in 1977 and is responsible
One Corporate Center assets under management for all for the day-to-day management of the
Rye, New York 10580 clients were $9.7 billion. Usual Fund. He has more than 28 years'
investment minimum is $1 million. experience in the investment
industry.
Balanced Fund Montag & Caldwell has served as the Ronald E. Canakaris, President and
Fund Manager to Alpha Fund, Inc., the Chief Investment Officer of Montag &
Montag & Caldwell predecessor of the Growth Fund, since Caldwell and Helen M. Donahue,
3455 Peachtree Road, N.E. the Fund was organized in 1968. Assistant Vice President, are
Suite 1200 Montag & Caldwell and its responsible for the day-to-day
Atlanta, Georgia 30326-3248 predecessors have been engaged in the investment management of the Balanced
business of providing investment Fund. They have more than 36 years'
counseling to individuals and combined experience in the investment
institutions since 1945. Total assets industry. Mr. Canakaris has been
under management for all clients were President of Montag & Caldwell for
approximately $35.1 billion as of more than 15 years. Ms. Donahue has
December 31, 1999. Usual investment served as Assistant Vice President
minimum is $40 million. since 1997 and immediately prior to
that served as Senior Consultant at
Ernst & Young, L.L.P. in 1997. She
was the Assistant Vice President of
Legg Mason Capital Management from
1991-1996.
</TABLE>

74
<PAGE> 185

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Managed Fund The two Fund Managers are allocated James Rullo, a partner of Wellington
net cash flows into and redemptions Management who has 14 years of
Wellington Management Company, LLP out of the Fund on a 50/50 basis. experience in the investment
("Wellington Management") industry, is responsible for
75 State Street Wellington Management has provided day-to-day management of the Fund. He
Boston, Massachusetts 02109 investment counseling services since has been with Wellington Management
and 1928, and as of September 30, 2000,
Sanford Bernstein had assets under management for all Day-to-day management of Sanford
767 Fifth Avenue clients of over $250 billion. The Bernstein's portion of the Fund will
New York, New York usual minimum for separate account be handled by Sanford Bernstein's
10153-0185 investment is generally $10 to $50 Structured Equities Investment Policy
million. Group, chaired by Steven
Pisarkiewicz, who has 15 years of
Sanford Bernstein was established in experience in the investment
2000. As of June 30, 2000, its industry. He joined Sanford Bernstein
predecessor, Sanford C. Bernstein & in 1989 and assumed his current
Co., Inc., had $82.7 billion in position as Chief Investment Officer
assets under management. Usual for Structured Equity Services in
investment minimum is $5 million. 1998. He previously served as
Managing Director of Institutional
Services from 1991-1997 and as Senior
Portfolio Manager for U.S. Equity
investment group from 1997-1998.
Government Securities Fund The firm was founded in 1971 and as Philip A. Barach and Jeffrey E.
of December 31, 1999, TCW and its Gundlach, Managing Directors of TCW
TCW affiliated companies had are responsible for the day-to-day
865 South Figueroa Street approximately $71 billion under investment management of the Fund and
Suite 1800 management or committed for have more than 37 years' combined
Los Angeles, California 90017 management in various fiduciary experience in the investment
advisory capacities. Usual investment industry. They have served as
minimum for fixed income accounts is Managing Directors since they joined
$50 million. TCW in 1987 and 1985, respectively.
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined MBIA as
counseling services since 1987. As of President and Chief Investment
MBIA Capital Management Corp. December 31, 1999, assets under Officer and has held those positions
("MBIA") management for all clients were since 1994. He has more than 25
113 King Street approximately $29.6 billion. Usual years' experience in the investment
Armonk, New York 10504 investment minimum is $10 million. industry and serves as portfolio
manager to the Fund.
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing Director and
investment advice with respect to Chief Investment Officer of Caywood-
Caywood-Scholl Capital Management high-yield, low grade fixed income Scholl, is responsible for the
("Caywood-Scholl") instruments since 1986. As of day-to-day management of the Fund. He
4350 Executive Drive, Suite 125 December 31, 1999, assets under has more than 30 years' investment
San Diego, California 92121 management for all clients were industry experience. He joined
approximately $1.4 billion. Usual Caywood-Scholl in 1986 as Managing
investment minimum is $1 million. Director and Chief Investment Officer
and has held those positions since
1986.
Convertible Securities Fund Nicholas-Applegate was organized as a Day-to-day management of this Fund is
partnership in 1984. As of June 30, performed by a team of analysts.
Nicholas-Applegate 2000, it had $42.8 billion under
600 West Broadway management. Usual investment minimum
San Diego, CA 92101 is $250,000 for institutional
account.
</TABLE>

75
<PAGE> 186

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
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). The financial highlights for the International
Internet Fund, Global Health Care Fund, Mid-Cap Growth Fund, Large-Cap Fund,
Mergers and Acquisitions Fund, Global Socially Responsive Fund, International
Core Growth Fund, Emerging Countries Fund, Worldwide Growth Fund, Convertible
Securities Fund and Mergers and Acquisitions Fund are not provided because these
Funds have been in operation for under six months.

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
(UNAUDITED) 7/1/99
SIX MONTHS ENDED THROUGH
ENTERPRISE INTERNET FUND (CLASS Y) JUNE 30, 2000 12/31/99
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $ 31.82 $ 10.00
Net investment income (loss)................................ (0.18)(F) (0.06)(F)
Net realized and unrealized gains (loss) on investments..... (3.41) 22.23
---------------------------------
Total from investment operations............................ (3.59) 22.17
---------------------------------
Dividends from net investment income........................ -- --
Distributions from capital gains............................ (0.10) (0.35)
---------------------------------
Total distributions......................................... (0.10) (0.35)
---------------------------------
Net asset value end of period............................... $ 28.13 $ 31.82
---------------------------------
Total return................................................ (11.36)%(B) 221.79%(B)
Net assets end of period (in thousands)..................... $ 1,111 $ 1,381
Ratio of expenses to average net assets..................... 1.40%(A) 1.45%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.40%(A) 1.79%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (1.08)%(A) (0.68)%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (1.08)%(A) (1.02)%(A)
Portfolio turnover rate..................................... 58% 31%
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1, 1998
SIX MONTHS ENDED YEAR ENDED THROUGH
ENTERPRISE GLOBAL FINANCIAL SERVICES FUND (CLASS Y) JUNE 30, 2000 DECEMBER 31, 1999 DECEMBER 31, 1998
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of period......................... $ 5.59 $ 6.05 $ 5.00
Net investment income (loss)................................ 0.04(F) 0.10(F) 0.01
Net realized and unrealized gains (losses) on investments... (0.27) (0.38) 1.04
--------------------------------------------------------
Total from investment operations............................ (0.23) (0.28) 1.05
--------------------------------------------------------
Dividends from net investment income........................ -- (0.06) --
Distributions from net realized capital gains............... (0.02) (0.12) --
--------------------------------------------------------
Total distributions......................................... (0.02) (0.18) --
--------------------------------------------------------
Net asset value end of period............................... $ 5.34 $ 5.59 $ 6.05
--------------------------------------------------------
Total return................................................ (4.21)%(B) (4.51)% 21.00%(B)
Net assets end of period (in thousands)..................... $5,283 $5,477 $5,697
Ratio of expenses to average net assets..................... 1.30%(A) 1.30% 1.30%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.94%(A) 2.57% 5.09%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.65%(A) 1.63% 0.61%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. 1.02%(A) 0.36% (3.18)%(A)
Portfolio turnover rate..................................... 13% 16% 2%
</TABLE>

76
<PAGE> 187

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)
<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------ OCTOBER 1 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS Y) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period......... $ 33.56 $ 22.55 $23.43 $ 26.62
Net investment income (loss)................ (0.15)(F) (0.23)(F) (0.23)(F) (0.07)
Net realized and unrealized gain (loss) on
investments................................ 0.92 11.24 (0.65) (2.57)
------------------------------------------------------------
Total from investment operations............ 0.77 11.01 (0.88) (2.64)
------------------------------------------------------------
Dividends from net investment income........ -- -- -- --
Distributions from capital gains............ (0.25) -- -- (0.55)
------------------------------------------------------------
Total distributions......................... (0.25) -- -- (0.55)
------------------------------------------------------------
Net asset value end of period............... $ 34.08 $ 33.56 $22.55 $ 23.43
------------------------------------------------------------
Total return................................ 2.20%(B) 48.82% (3.76)% (9.92)%(B)
Net assets end of period (in thousands)..... $ 8,980 $ 9,296 $9,084 $13,540
Ratio of expenses to average net assets..... 1.40%(A) 1.40% 1.40% 1.40%(A)
Ratio of expenses to average net assets
(excluding reimbursement).................. 1.55%(A) 1.84% 2.15% 1.96%(A)
Ratio of net investment income (loss) to
average net assets......................... (0.87)%(A) (0.93)% (1.03)% (1.12)%(A)
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement)............................. (1.02)%(A) (1.37)% (1.78)% (1.68)%(A)
Portfolio turnover rate..................... 29% 62% 151% 24%

YEAR ENDED SEPTEMBER 30,
-------------------------------------
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS Y) 1997 1996 1995 1994
---------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period......... $ 25.08 $19.05 $14.01 $14.74
Net investment income (loss)................ (0.13) (0.17) (0.12) (0.04)
Net realized and unrealized gain (loss) on
investments................................ 3.73 7.62 5.49 1.58
-------------------------------------
Total from investment operations............ 3.60 7.45 5.37 1.54
-------------------------------------
Dividends from net investment income........ -- -- -- --
Distributions from capital gains............ (2.06) (1.42) (0.33) (2.27)
-------------------------------------
Total distributions......................... (2.06) (1.42) (0.33) (2.27)
-------------------------------------
Net asset value end of period............... $ 26.62 $25.08 $19.05 $14.01
-------------------------------------
Total return................................ 16.24% 42.07% 39.20% 11.89%
Net assets end of period (in thousands)..... $15,355 $6,609 $2,950 $1,825
Ratio of expenses to average net assets..... 1.84% 1.96% 1.85% 1.85%
Ratio of expenses to average net assets
(excluding reimbursement).................. 3.08% 3.46% 5.15% 6.16%
Ratio of net investment income (loss) to
average net assets......................... (1.30)% (1.43)% (1.33)% (1.37)%
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement)............................. (2.54)% (2.93)% (4.63)% (5.68)%
Portfolio turnover rate..................... 158% 78% 84% 73%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------------------------------- MAY 25 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS Y) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period........... $ 8.73 $ 8.06 $ 7.81 $ 5.77 $ 5.43 $ 5.37
Net investment income (loss).................. 0.02(F) 0.02(F) 0.01(F) 1.45 0.01 0.04
Net realized and unrealized gain (loss) on
investments.................................. 0.26 1.30 0.46 1.12 0.63 0.26
---------------------------------------------------------------------------------
Total from investment operations.............. 0.28 1.32 0.47 2.57 0.64 0.30
---------------------------------------------------------------------------------
Dividends from net investment income.......... -- -- -- -- -- (0.04)
Distributions from capital gains.............. (0.15) (0.65) (0.22) (0.53) (0.30) (0.20)
---------------------------------------------------------------------------------
Total distributions........................... (0.15) (0.65) (0.22) (0.53) (0.30) (0.24)
---------------------------------------------------------------------------------
Net asset value end of period................. $ 8.86 $ 8.73 $ 8.06 $ 7.81 $ 5.77 $ 5.43
---------------------------------------------------------------------------------
Total return.................................. 3.23%(B) 16.60% 6.13% 44.53% 11.83% 5.55%(B)
Net assets end of period (in thousands)....... $1,352 $ 619 $ 277 $ 119 $1,926 $2,832
Ratio of expenses to average net assets....... 1.13%(A) 1.18% 1.30% 1.30% 1.30% 1.30%(A)
Ratio of expenses to average net assets
(excluding reimbursement).................... 1.13%(A) 1.18% 1.39% 1.85% 1.92% 1.81% (A)
Ratio of net investment income (loss) to
average net assets........................... 0.36%(A) 0.23% 0.06% 2.74% 0.35% 0.18% (A)
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement)............................... 0.36%(A) 0.23% (0.02)% 2.19% (0.27)% (0.33)%(A)
Portfolio turnover rate....................... 36% 46% 33%(A) 63% 144% 37%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED FOR THE PERIOD
ENTERPRISE MULTI-CAP GROWTH FUND (CLASS Y) JUNE 30, 2000 7/1/99 THROUGH 12/31/99
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $13.76 $ 5.00
Net investment income (loss)................................ (0.06)(F) (0.02)(F)
Net realized and unrealized gain (loss) on investments...... (0.81) 8.99
-------------------------------------------
Total from investment operations............................ (0.87) 8.97
-------------------------------------------
Dividends from net investment income........................ -- --
Distributions from capital gains............................ -- (0.21)
-------------------------------------------
Total distributions......................................... -- (0.21)
-------------------------------------------
Net asset value end of period............................... $12.89 13.76
-------------------------------------------
Total Return................................................ (6.32)%(B) 179.66%(B)
Net assets end of period (in thousands)..................... $ 791 $ 641
Ratio of expenses to average net assets..................... 1.40%(A) 1.40%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.48%(A) 2.42%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (0.82)%(A) (0.51)%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (0.89)%(A) (1.54)%(A)
Portfolio turnover rate..................................... 43% 32%
</TABLE>

77
<PAGE> 188

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------------------------ JULY 5 THROUGH
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS Y) JUNE 30, 2000 1999 1998 1997 1996 DECEMBER 31, 1995
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period.......... $ 23.82 $ 18.88 $ 16.71 $ 17.10 $16.07 $14.93
Net investment income (loss)................. (0.00)(F,G) (0.03)(F) 0.14 0.17 0.14 0.02
Net realized and unrealized gain (loss) on
investments................................. (2.84) 7.40 2.32 0.72 1.92 2.02
-----------------------------------------------------------------------------------
Total from investment operations............. (2.84) 7.37 2.46 0.89 2.06 2.04
-----------------------------------------------------------------------------------
Dividends from net investment income......... -- (0.25) (0.14) (0.15) (0.16) (0.14)
Distributions from capital gains............. (0.22) (2.18) (0.15) (1.13) (0.87) (0.76)
-----------------------------------------------------------------------------------
Total distributions.......................... (0.22) (2.43) (0.29) (1.28) (1.03) (0.90)
-----------------------------------------------------------------------------------
Net asset value end of period................ $ 20.76 $ 23.82 $ 18.88 $ 16.71 $17.10 $16.07
-----------------------------------------------------------------------------------
Total return................................. (12.02)%(B) 40.39% 14.73% 5.21% 12.86% 13.65%(B)
Net assets end of period (in thousands)...... $24,062 $20,738 $13,379 $10,986 $8,828 $3,109
Ratio of expenses to average net assets...... 1.40%(A) 1.48% 1.55% 1.55% 1.55% 1.55%(A)
Ratio of expenses to average net assets
(excluding reimbursement)................... 1.40%(A) 1.48% 1.66% 1.66% 1.75% 1.75% (A)
Ratio of net investment income (loss) to
average net assets.......................... (0.00)%(A) (0.14)% 0.75% 0.95% 1.03% 0.26%(A)
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement).............................. (0.00)%(A) (0.14)% 0.64% 0.84% 0.84% 0.05%(A)
Portfolio turnover rate...................... 34% 131% 52% 27% 24% 31%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------------
ENTERPRISE GROWTH FUND (CLASS Y) JUNE 30, 2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value beginning of period......................... $ 25.06 $ 21.41 $ 17.02 $ 13.12 $11.96
Net investment income (loss)................................ (0.01)(F) (0.02)(F) (0.02)(F) (0.02) --
Net realized and unrealized gain (loss) on investments...... (0.82) 4.80 5.45 4.27 1.90
----------------------------------------------------------------
Total from investment operations............................ (0.83) 4.78 5.43 4.25 1.90
----------------------------------------------------------------
Dividends from net investment Income........................ -- -- -- -- --
Distributions from capital gains............................ (0.78) (1.13) (1.04) (0.35) (0.74)
----------------------------------------------------------------
Total distributions......................................... (0.78) (1.13) (1.04) (0.35) (0.74)
----------------------------------------------------------------
Net asset value end of period............................... $ 23.45 $ 25.06 $ 21.41 $ 17.02 $13.12
----------------------------------------------------------------
Total return................................................ (3.31)%(B) 22.52% 32.09% 32.40% 15.91%(B)
Net assets end of period (in thousands)..................... $90,860 $86,826 $60,640 $44,596 $2,339
Ratio of expenses to average net assets..................... 0.96%(A) 0.95% 1.03% 0.97%(E) 1.10%(AE)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 0.96%(A) 0.95% 1.03% 0.97%(E) 1.10%(AE)
Ratio of net investment income (loss) to average net
assets..................................................... (0.07)%(A) (0.07)% (0.13)% (0.10)% 0.04%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (0.07)%(A) (0.07)% (0.13)% (0.10)% 0.04%(A)
Portfolio turnover rate..................................... 27% 38% 28% 22% 30%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED FOR THE PERIOD
ENTERPRISE EQUITY FUND (CLASS Y) JUNE 30, 2000 DECEMBER 31, 1999 10/14/98 THROUGH 12/31/98
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of period......................... $ 7.26 $ 6.43 $ 5.86
Net investment income (loss)................................ (0.02)(F) 0.01(F) 0.01
Net realized and unrealized gains (losses) on investments... 1.28 1.13 0.63
------------------------------------------------------------------
Total from investment operations............................ 1.26 1.14 0.64
------------------------------------------------------------------
Dividends from net investment income........................ -- -- (0.04)
Distributions from net realized capital gains............... (0.09) (0.31) (0.03)
------------------------------------------------------------------
Total distributions......................................... (0.09) (0.31) (0.07)
------------------------------------------------------------------
Net asset value end of period............................... $ 8.43 $ 7.26 $ 6.43
------------------------------------------------------------------
Total return................................................ 17.42%(B) 17.89% 10.93%(B)
Net assets end of period (in thousands)..................... $ 270 $ 161 $ 57
Ratio of expenses to average net assets..................... 1.15%(A) 1.15% 1.13%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.52%(A) 2.15% 2.26%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (0.41)%(A) 0.21% 1.04%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (0.78)%(A) (0.79)% (0.11)%(A)
Portfolio turnover rate..................................... 13% 176% 35%(A)
</TABLE>

78
<PAGE> 189

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED FOR THE PERIOD
ENTERPRISE EQUITY INCOME FUND (CLASS Y) JUNE 30, 2000 DECEMBER 31, 1999 1/22/98 THROUGH 12/31/98
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of period........................ $27.46 $26.87 $26.25
------------------------------------------------------------------
Net investment income (loss)............................... 0.17(F) 0.34(F) 0.47
Net realized and unrealized gain (loss) on investments..... (1.26) 1.70 2.69
------------------------------------------------------------------
Total from investment operations........................... (1.09) 2.04 3.16
------------------------------------------------------------------
Dividends from net investment income....................... (0.17) (0.33) (0.48)
Distributions from capital gains........................... (0.85) (1.12) (2.06)
------------------------------------------------------------------
Total distributions........................................ (1.02) (1.45) (2.54)
------------------------------------------------------------------
Net asset value end of period.............................. $25.35 $27.46 $26.87
------------------------------------------------------------------
Total return............................................... (3.99)%(B) 7.69% 12.26%(B)
Net assets end of period (in thousands).................... $ 119 $ 153 $ 112
Ratio of expenses to average net assets.................... 1.05%(A) 1.05% 1.05%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................ 1.09%(A) 1.07% 1.13%(A)
Ratio of net investment income (loss) to average net
assets.................................................... 1.28%(A) 1.20% 1.79%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement)................................. 1.24%(A) 1.18% 1.72%(A)
Portfolio turnover rate.................................... 14% 32% 31%(A)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------ OCTOBER 1 THROUGH
ENTERPRISE GROWTH AND INCOME FUND (CLASS Y) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period.......... $ 38.91 $ 29.13 $ 25.24 $ 25.73
Net investment income (loss)................. 0.09(F) 0.14(F) 0.29 0.06
Net realized and unrealized gain (loss)
on investments.............................. 2.05 9.65 4.00 0.02
-----------------------------------------------------------
Total from investment operations............. 2.14 9.79 4.29 0.08
-----------------------------------------------------------
Dividends from net investment income......... -- -- (0.17) (0.11)
Distributions from capital gains............. -- (0.01) (0.23) (0.46)
-----------------------------------------------------------
Total distributions.......................... -- (0.01) (0.40) (0.57)
-----------------------------------------------------------
Net asset value end of period................ $ 41.05 $ 38.91 $ 29.13 $ 25.24
-----------------------------------------------------------
Total return................................. 5.50%(B) 33.59% 17.08% 0.31%(B)
Net assets end of period (in thousands)...... $ 17,273 $17,116 $18,310 $15,542
Ratio of expenses to average net assets...... 1.05%(A) 1.05% 1.05% 1.05%(A)
Ratio of expenses to average net assets
(excluding reimbursement)................... 1.10%(A) 1.18% 1.48% 1.68%(A)
Ratio of net investment income (loss) to
average net assets.......................... 0.47%(A) 0.41% 0.89% 0.96%(A)
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement).............................. 0.41%(A) 0.29% 0.45% 0.33%(A)
Portfolio turnover rate...................... 4% 3% 5% 1%(A)

YEAR ENDED SEPTEMBER 30,
-------------------------------------
ENTERPRISE GROWTH AND INCOME FUND (CLASS Y) 1997 1996 1995 1994
--------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period.......... $ 20.11 $16.69 $12.72 $12.08
Net investment income (loss)................. 0.35 0.21 0.13 0.15
Net realized and unrealized gain (loss)
on investments.............................. 6.18 3.45 4.22 0.74
-------------------------------------
Total from investment operations............. 6.53 3.66 4.35 0.89
-------------------------------------
Dividends from net investment income......... (0.20) (0.24) (0.16) (0.14)
Distributions from capital gains............. (0.71) -- (0.22) (0.11)
-------------------------------------
Total distributions.......................... (0.91) (0.24) (0.38) (0.25)
-------------------------------------
Net asset value end of period................ $ 25.73 $20.11 $16.69 $12.72
-------------------------------------
Total return................................. 33.55% 22.21% 35.24% 7.47%
Net assets end of period (in thousands)...... $15,428 $8,865 $5,657 $3,639
Ratio of expenses to average net assets...... 0.99% 0.97% 0.90% 0.90%
Ratio of expenses to average net assets
(excluding reimbursement)................... 2.20% 2.05% 2.20% 2.23%
Ratio of net investment income (loss) to
average net assets.......................... 0.88% 1.23% 1.52% 1.17%
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement).............................. (0.33)% 0.15% 0.22% (0.16)%
Portfolio turnover rate...................... 16% 18% 25% 10%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED FOR THE PERIOD
ENTERPRISE CAPITAL APPRECIATION (CLASS Y) JUNE 30, 2000 DECEMBER 31, 1999 5/14/98 THROUGH 12/31/98
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of period......................... $47.14 $38.79 $40.71
---------------------------------------------------------------
Net investment income (loss)................................ (0.06)(F) (0.28)(F) (0.15)(F)
Net realized and unrealized gain (loss) on investments...... (2.48) 15.57 5.34
---------------------------------------------------------------
Total from investment operations............................ (2.54) 15.29 5.19
---------------------------------------------------------------
Dividends from net investment income........................ -- -- --
Distributions from capital gains............................ (6.36) (6.94) (7.11)
---------------------------------------------------------------
Total distributions......................................... (6.36) (6.94) (7.11)
---------------------------------------------------------------
Net asset value end of period............................... $38.24 $47.14 $38.79
---------------------------------------------------------------
Total return................................................ (6.35)%(B) 40.04% 14.08%(B)
Net assets end of period (in thousands)..................... $ 570 $ 428 $ 204
Ratio of expenses to average net assets..................... 1.09%(A) 1.07% 1.05%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.09%(A) 1.07% 1.05%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (0.30)%(A) (0.69)% (0.51)%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (0.30)%(A) (0.69)% (0.51)%(A)
Portfolio turnover rate..................................... 72% 170% 76%(A)
</TABLE>

79
<PAGE> 190

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED 7/1/99 THROUGH
ENTERPRISE BALANCED FUND (CLASS Y) JUNE 30, 2000 12/31/99
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $ 5.36 $ 5.00
Net investment income (loss)................................ 0.05(F) 0.05(F)
Net realized and unrealized gain (loss) on investments...... (0.06) 0.34
------------------------------------
Total from investment operations............................ (0.01) 0.39
------------------------------------
Dividends from net investment income........................ (0.02) (0.03)
Distributions from capital gains............................ (0.05) --
------------------------------------
Total distributions......................................... (0.07) (0.03)
------------------------------------
Net asset value end of period............................... $ 5.28 $ 5.36
------------------------------------
Total return................................................ (0.12)%(B) 7.91%(B)
Net assets end of period (in thousands)..................... $ 107 $ 109
Ratio of expenses to average net assets..................... 0.95%(A) 0.95%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 2.15%(A) 6.06%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.92%(A) 1.74%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. 0.71%(A) (3.36)%(A)
Portfolio turnover rate..................................... 26% 20%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------------------------- 7/5/95 THROUGH
ENTERPRISE MANAGED FUND (CLASS Y) JUNE 30, 2000 1999 1998 1997 1996 12/31/95
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period........... $ 9.05 $ 9.25 $ 9.27 $ 7.98 $ 6.70 $ 6.17
Net investment income (loss).................. 0.05(F) 0.10(F) 0.10 0.08 0.09 0.03
Net realized and unrealized gain (loss) on
investments.................................. (0.28) 0.62 0.55 1.64 1.42 0.57
---------------------------------------------------------------------------------
Total from investment operations.............. (0.23) 0.72 0.65 1.72 1.51 0.60
---------------------------------------------------------------------------------
Dividends from net investment income.......... -- (0.11) (0.09) (0.07) (0.09) (0.04)
Distributions from capital gains.............. (0.82) (0.81) (0.58) (0.36) (0.14) (0.03)
---------------------------------------------------------------------------------
Total distributions........................... (0.82) (0.92) (0.67) (0.43) (0.23) (0.07)
---------------------------------------------------------------------------------
Net asset value end of period................. $ 8.00 $ 9.05 $ 9.25 $ 9.27 $ 7.98 $ 6.70
---------------------------------------------------------------------------------
Total return.................................. (2.75)%(B) 7.94% 7.20% 21.60% 22.63% 9.80%(B)
Net assets end of period (in thousands)....... $60,529 $81,090 $89,084 $80,879 $57,794 $26,664
Ratio of expenses to average net assets....... 1.06%(A) 1.03% 1.05% 1.04% 1.12% 1.30%(A)
Ratio of expenses to average net assets
(excluding reimbursement).................... 1.07%(A) 1.03% 1.05% 1.04% 1.12% 1.41% (A)
Ratio of net investment income (loss) to
average net assets........................... 1.20%(A) 1.04% 1.01% 0.92% 1.57% 1.39% (A)
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement)............................... 1.18%(A) 1.04% 1.01% 0.92% 1.57% 1.28%(A)
Portfolio turnover rate....................... 13% 95% 43% 28% 33% 26%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------- JULY 17 THROUGH
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS Y) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period........................ $ 11.56 $ 12.14 $12.02 $11.87
Net investment income (loss)............................... 0.36(F) 0.70(F) 0.74 0.35
Net realized and unrealized gain (loss) on investments..... 0.04 (0.58) 0.12 0.15
--------------------------------------------------------------
Total from investment operations........................... 0.40 0.12 0.86 0.50
--------------------------------------------------------------
Dividends from net investment income....................... (0.36) (0.70) (0.74) (0.35)
Distributions from capital gains........................... -- -- -- --
--------------------------------------------------------------
Total distributions........................................ (0.36) (0.70) (0.74) (0.35)
--------------------------------------------------------------
Net asset value end of period.............................. $ 11.60 $ 11.56 $12.14 $12.02
--------------------------------------------------------------
Total return............................................... 3.49%(B) 1.04% 7.30% 4.02%(B)
Net assets end of period (in thousands).................... $ 7,079 $ 6,212 $7,281 $7,569
Ratio of expenses to average net assets.................... 0.85%(A) 0.85% 0.85% 0.85%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................ 0.96%(A) 0.94% 0.93% 1.02%(A)
Ratio of net investment income (loss) to average net
assets.................................................... 6.22%(A) 5.92% 6.06% 6.40%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement)................................. 6.11%(A) 5.83% 5.98% 6.23%(A)
Portfolio turnover rate.................................... 7% 11% 8% 10%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED FOR THE PERIOD
ENTERPRISE TAX-EXEMPT INCOME FUND (CLASS Y) JUNE 30, 2000 DECEMBER 31, 1999 11/17/98 THROUGH 12/31/98
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value beginning of period......................... $ 12.82 $ 13.84 $14.12
Net investment income (loss)................................ 0.31(F) 0.61(F) 0.07
Net realized and unrealized gains (losses) on investments... 0.19 0.92 0.03
-----------------------------------------------------------------
Total from investment operations............................ 0.50 (0.31) 0.10
-----------------------------------------------------------------
Dividends from net investment income........................ (0.31) (0.61) (0.07)
Distributions from net realized capital gains............... -- (0.10) (0.31)
-----------------------------------------------------------------
Total distributions......................................... (0.31) (0.71) (0.38)
-----------------------------------------------------------------
Net asset value end of period............................... $ 13.01 $ 12.82 $13.84
-----------------------------------------------------------------
Total return................................................ 3.91%(B) (2.32)% 0.75%(B)
Net assets end of period (in thousands)..................... $ 46 $ 61 $ 65
Ratio of expenses to average net assets..................... 0.65%(A) 0.65% 0.65%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 0.94%(A) 0.99% 0.95%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 4.77%(A) 4.51% 4.75%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. 4.48%(A) 4.18% 4.45%(A)
Portfolio turnover rate..................................... 4% 110% 100%(A)
</TABLE>

80
<PAGE> 191

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS)

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED --------------------- JULY 25 THROUGH
ENTERPRISE HIGH-YIELD BOND FUND (CLASS Y) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period........................ $ 10.99 $ 11.51 $12.35 $12.17
Net investment income (loss)............................... 0.50(F) 0.99(F) 0.99 0.67
Net realized and unrealized gain (loss) on investments..... (0.56) (0.51) (0.68) 0.18
--------------------------------------------------------------
Total from investment operations........................... (0.06) 0.48 0.31 0.85
--------------------------------------------------------------
Dividends from net investment income....................... (0.50) (0.99) (0.99) (0.67)
Distributions from capital gains........................... -- (0.01) (0.16) --
--------------------------------------------------------------
Total distributions........................................ (0.50) (1.00) (1.15) (0.67)
--------------------------------------------------------------
Net asset value end of period.............................. $ 10.43 $ 10.99 $11.51 $12.35
--------------------------------------------------------------
Total return............................................... (0.56)%(B) 4.30% 2.49% 5.24%(B)
Net assets end of period (in thousands).................... $ 1,156 $ 1,179 $2,032 $ 809
Ratio of expenses to average net assets.................... 0.85%(A) 0.85% 0.85% 0.85%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................ 0.99%(A) 0.96% 1.00% 1.02%(A)
Ratio of net investment income (loss) to average net
assets.................................................... 9.37%(A) 8.73% 8.30% 8.26%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement)................................. 9.24%(A) 8.62% 8.16% 8.09%(A)
Portfolio turnover rate.................................... 35% 84% 114% 175%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------------- JULY 17 THROUGH
ENTERPRISE MONEY MARKET FUND (CLASS Y) JUNE 30, 2000 1999 1998 DECEMBER 31, 1997
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value beginning of period......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income (loss)................................ 0.03(F) 0.05(F) 0.05 0.02
---------------------------------------------------------------
Total from investment operations............................ 0.03 0.05 0.05 0.02
---------------------------------------------------------------
Dividends from net investment income........................ (0.03) (0.05) (0.05) (0.02)
---------------------------------------------------------------
Total distributions......................................... (0.03) (0.05) (0.05) (0.02)
---------------------------------------------------------------
Net asset value end of period............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------------------
Total return................................................ 2.81%(B) 4.80% 5.04% 2.31%(B)
Net assets end of period (in thousands)..................... $2,506 $3,477 $3,413 $2,700
Ratio of expenses to average net assets..................... 0.61%(A) 0.59% 0.65% 0.70%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 0.61%(A) 0.59% 0.65% 0.95%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 5.59%(A) 4.72% 4.92% 4.96%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. 5.59%(A) 4.72% 4.92% 4.71%(A)
</TABLE>

81
<PAGE> 192

Atlanta Financial Center
3343 Peachtree Road, Suite 450
Atlanta, Georgia 30326-1022

STATEMENT OF ADDITIONAL INFORMATION

SECTOR:
Enterprise Internet
Enterprise International Internet
Enterprise Global Financial Services

AGGRESSIVE GROWTH:

Enterprise Small Company Growth
Enterprise Small Company Value
Enterprise Multi-Cap Growth

INTERNATIONAL/GLOBAL:

Enterprise International Growth
Enterprise Global Socially Responsive

EQUITY:

Enterprise Growth
Enterprise Equity
Enterprise Equity Income
Enterprise Growth & Income
Enterprise Capital Appreciation
Enterprise Mergers and Acquisitions

DOMESTIC HYBRID:

Enterprise Balanced
Enterprise Managed

INCOME:

Enterprise Government Securities
Enterprise Tax-Exempt Income
Enterprise High-Yield Bond

MONEY MARKET:

Enterprise Money Market

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 February 28, 2001 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 February 28,
2001.

<PAGE> 193

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...................................................11

Investment Restrictions..........................................................................................28

Portfolio Turnover...............................................................................................31

Management of the Corporation....................................................................................31

Fund Manager Arrangements........................................................................................42

Investment Advisory and Other Services ..........................................................................41
Investment Advisory Agreement...........................................................................41
Distributor's Agreements And Plans Of Distribution......................................................45
Miscellaneous...........................................................................................46

Purchase, Redemption and Pricing of Securities Being Offered.....................................................46
Initial Sales Charge Waivers and Reductions.............................................................47
Exemptions from Class A, B and C CDSC...................................................................48
CDSC Waivers and Reductions.............................................................................49
Services For Investors..................................................................................49
Conversion of Class B shares............................................................................51
Exchange Privilege......................................................................................52
Redemptions In Kind.....................................................................................52
Determination Of Net Asset Value........................................................................53

Fund Transactions and Brokerage..................................................................................56

Performance Comparisons..........................................................................................58

Taxes............................................................................................................61

Dividends and Distributions......................................................................................64

Additional Information...........................................................................................65

Custodian, Transfer and Dividend Disbursing Agent................................................................66

Independent Accountants..........................................................................................66

Financial Statements.............................................................................................67

Appendix A.......................................................................................................68

Appendix B.......................................................................................................70
</TABLE>

i
<PAGE> 194

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 series, each 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. Effective July 1, 1999, the Corporation added
the Multi-Cap Growth Fund, the Internet Fund and the Balanced Fund. Effective
June 30, 2000 the Corporation added the International Internet Fund. Effective
September 29, 2000, the Corporation added the Global Socially Responsive Fund.
Effective February 28, 2001, the Corporation added the Mergers and Acquisitions
Fund. This Statement of Additional Information relates to the above-listed
Funds. Effective October 31, 2000, the Corporation added the Global Health Care
Fund, Mid-Cap Growth Fund, Large-Cap Fund, International Core Growth Fund,
Emerging Countries Fund, Worldwide Growth Fund and Convertible Securities Fund.
A separate Statement of Additional Information is available for these Funds.
Each Fund is diversified (except for the Global Health Care Fund and the Mergers
and Acquisitions Fund), as that term is defined in the Investment Company Act 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.

Sector Funds, Aggressive Growth Funds, International/Global Funds, Equity Funds
and Domestic Hybrid Funds

Under normal market conditions, at least 65% of the net asset value of
the Sector Funds, Aggressive Growth Funds, International/Global Funds, Growth
Funds and Domestic Hybrid Funds will be invested in common equity securities.
The remainder of their 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 Depositary Receipts ("EDRs"), rights and warrants.

The Internet, International Internet, Global Financial Services, Small
Company Growth, Small Company Value, Multi-Cap Growth, Global Socially
Responsive, Growth, Equity, Equity Income, Growth and Income, Capital
Appreciation, Mergers and Acquisitions, Balanced and Managed invest in
securities that are traded on national securities exchanges and in the
over-the-counter market. Each of these Funds, except the Global Socially
Responsive Fund, Global Financial Services Fund and the International Internet
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 Socially Responsive Fund and the Global Financial
Services Fund may invest over 50% of their assets in foreign securities. The
International Internet Fund will invest at least 65% 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.
<PAGE> 195

Internet Fund. Under normal conditions, the Internet Fund will invest
at least 65% of its assets in equity securities. In choosing which companies'
stock the Fund should purchase, the Fund Manager invests in those companies
listed on a U.S. securities exchange or Nasdaq which are engaged in the
research, design, development or manufacturing, or engaged to a significant
extent in the business of distributing products, processes or services for use
with Internet or intranet related businesses. The Fund may also invest in other
"high tech" companies. The Internet is a world-wide network of computers
designed to permit users to share information and transfer data quickly and
easily. The World Wide Web (the "Web"), which is a means of graphically
interfacing with the Internet, is a hyper-text based publishing medium
containing text, graphics, interactive feedback mechanisms and links within Web
documents and to other Web documents. An intranet is the application of web
tools and concepts to a company's internal documents and databases. Other "high
tech" companies may include firms in the computer, communications, video,
electronic, office and factory automation and robotics sectors that facilitate
Internet use.

International Internet Fund. The International Internet Fund pursues
its goal by investing primarily in foreign companies engaged in Internet or
intranet related businesses. Under normal market conditions, the International
Internet Fund will invest at least 65% of its total assets in equity securities
of foreign companies that are engaged in the research, design, development and
manufacturing of products, processes or services or engaged to a significant
extent in the business of distributing such products, processes or services for
use with the Internet or intranet related businesses and other "high tech"
related industries. The International Internet Fund will invest in foreign
equity securities and American Depository Receipts ("ADRs"). ADRs are U.S.
dollar-denominated receipts representing shares of foreign-based corporations.
ADRs are issued by U.S. banks or trust companies, and entitle the holder to all
dividends and capital gains that are paid out of the underlying foreign shares.
The Internet is a world-wide network of computers designed to permit users to
share information and transfer data quickly and easily. The Web, which is a
means of graphically interfacing with the Internet, is a hyper-text based
publishing medium containing text, graphics, interactive feedback mechanisms and
links within Web documents and to other Web documents. The intranet is the
application of Web tools and concepts to a company's internal documents and
databases. Other "high-tech" companies may include firms in the computer,
communications, video, electronics, office and factory automation and robotics
sectors that facilitate Internet use.

There is no limit on the market capitalization of the companies in
which the International Internet Fund may invest, or in the length of operating
history for the companies. The International Internet Fund may invest without
limit in initial public offerings ("IPOs"), although it is uncertain whether
such IPOs will be available for investment by the Fund or what impact, if any,
they will have on the Fund's performance. The International Internet Fund may
also purchase and sell options and forward currency exchange contracts.

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 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.

<PAGE> 196

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 $1.5 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 $1.5 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 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 total
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 $1.5 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 $1.5
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
as 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.

Multi-Cap Growth Fund. The Multi-Cap Growth Fund invests primarily in
growth stocks. The Fund Manager believes that these companies tend to fall into
one of two categories: High Unit Volume Growth and Positive Life Cycle Change.
High Unit Volume Growth companies are those vital, creative companies that
offer goods or services to a rapidly expanding marketplace. They include both
established and emerging firms, offering new or improved products, or firms
simply fulfilling an increased demand for an existing line. Positive Life Cycle
Change companies are those companies experiencing a major change that is
expected to produce advantageous results. These changes may be as varied as new
management; products or technologies; restructuring or reorganization; or
merger and acquisition. The Fund can leverage, that is, borrow money, to buy
additional securities for its portfolio. By borrowing money, the Fund has the
potential to increase its returns if the increase in the value of the
securities purchased exceeds the cost of borrowing, including the interest paid
on the money borrowed.

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.

<PAGE> 197
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 that 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
total 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 Inc. invests in
large- and medium-capitalization companies that have a long record of successful
operations in their core business. Typically such companies occupying 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 stocks, 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 Advisor 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.

Global Socially Responsive Fund. The objective of the Global Socially
Responsive Fund is total return primarily through investments in equity
securities of companies that the Fund Manager believes are socially responsive,
which are located in countries that are included in the MSCI World Index,
including the U.S., Canada and Australia, and certain developed markets in
Europe and the Far East.

Like other socially responsible investment vehicles, the Fund does
not invest in companies that are known to ignore human rights issues, violate
environmental laws and regulations, have significant and continuing records of
discrimination or unfair labor practices, or companies that have a history of
poor governance. The Fund also does not invest in companies that derive more
than 2% of their revenue from alcohol, tobacco, gambling, weapons or weapons
systems. The Fund also avoids companies that produce, own or operate nuclear
power plants, and companies that conduct product testing on animals for personal
care products or that do not subscribe to and rigorously enforce appropriate
care standards for legally required animal testing.

In addition to this avoidance strategy, the Fund also actively
looks for companies that are developing solutions to significant social
problems. The Fund Manager evaluates companies for their criteria in the
following areas:

Human Rights -- companies' policies towards matters of justice
and equity and a living wage and toward operating in countries with
oppressive regimes.

Public Health -- ways in which corporate behavior affects the
health of workers, customers and members of local communities whether
through the quality of products, workplace conditions, environmental
management, marketing practices or otherwise.

Products and Marketing -- product quality and customer service
as well as the practice of marketing responsibly as to matters such as
the environment and the welfare of minors. The Portfolio Manager places
heavy emphasis on the development of innovative products addressed to
solving important social and environmental problems.

Workplace Environment -- the degree to which human resources
and other policies are supportive of workers and their families. The
Portfolio Manager looks for leadership in providing equal opportunity
on a non-discriminatory basis, in responding to the changing needs of
working families, and in providing continual training and opportunities
for upgrading skills.

Environmental Stewardship -- the practices of companies
relating to environmental impact, including the elimination of waste,
especially toxic waste, recycling, especially in taking responsibility
for a product and its packaging, the sustainable use of natural
resources and respect for such values as biodiversity and scenic
beauty.

Community -- ways in which companies use their influence to
support and sustain the communities in which they operate. Respect for
local culture, including the rights of indigenous people.

<PAGE> 198

These criteria represent standards that very few companies can satisfy.
The Fund Manager will use subjective judgment in evaluating companies in the
context of these criteria. The Fund Manager does not expect perfection but seeks
companies with an understanding of their role as part of the communities in
which they operate, and a respect for the interests of all their stakeholders.
The Fund Manager believes that good corporate citizenship is an evolving process
which it seeks to encourage. These criteria may be changed by the Board of
Trustees without shareholder approval. In some cases, the Fund may invest in a
company that does not satisfy these social criteria if the Fund Manager
believes that the company is developing solutions to social problems. For
example, the Fund may invest in stock of a company that is known to pollute
the environment if the Fund Manager believes the company's management is
putting in place a credible and innovative program to reduce or eliminate
dangerous emissions.

The Fund Manager believes that good corporate citizenship has the
potential to create good investment opportunities; wherever possible, the Fund
seeks to invest in companies that the Fund Manager believes derive a competitive
advantage from the socially responsive products, policies and practices
developed by such companies. The Fund Manager seeks companies that combine this
social criteria with an investment management criteria of potentially high
return on investment capital, strong quality of management, sound financial
resources and good overall business prospects. In selecting equity securities,
the Fund Manager uses its own valuation models to determine fair value and looks
for securities that are selling at discounts to their fair value, independent of
region or style bias. The Fund seeks to own "growth" stocks when they are
undervalued and "value" stocks when they are attractive.

The Fund will invest up to 1% of its total assets in "community
development" loans or investments, including deposits with community development
banks, credit unions and federally sponsored CDFIs and other similar
organizations around the world. These investments often lack liquidity. The Fund
Manager, on behalf of the Fund, will vote proxies from portfolio companies on
social resolutions in a manner consistent with its social policy and will
disclose its votes at the end of the "season."

Growth Fund. The objective of the Growth Fund is capital appreciation.
The Fund's common stock selection emphasizes those 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.

Equity Fund. The investment objective of the Equity Fund is long-term
capital appreciation. The Fund invests primarily in common stocks of U.S.
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 that in the
Fund Manager's opinion possess one or more of the following characteristics:
superior business practices that will benefit from long-term trends, superior
growth, profitability, and leading market share versus others in their industry,
strong enduring business models, valuable consumer or commercial franchises,
high return on capital, favorable price to intrinsic value, and undervalued
assets. 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 that 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 traded over-the-counter or
on other established domestic securities exchanges. In addition, the Fund may
also invest up to 20% of assets in 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 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.

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.

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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 strong future earnings growth potential,
product leadership and consistently strong financial characteristics.

The Fund's investment strategy blends top-down economic and industry
analysis with bottom-up stock selection. The Fund Manager's investment approach
emphasizes large capitalization U.S. companies that are believed to have the
ability to produce above-average earnings growth. The investment process begins
by establishing an overall macroeconomic outlook, which in turn forms the
strategic backdrop for actual portfolio construction. Various economic, social
and political factors are considered, including global trends (e.g.,
productivity enhancements), interest rates, inflation, central bank policies,
the regulatory environment and the overall competitive landscape. This analysis
also seeks to uncover specific industries and companies that are expected to
benefit from the macroeconomic environment. The potential for maximum capital
appreciation is the basis for investment decisions; any income is incidental.

The Fund's stock selection process stresses rigorous hands-on
fundamental internal research. The primary focus is to identify companies with
market expertise/dominance, durable franchises, improving fundamentals (e.g.,
margins, Return on Equity, Return on Assets), strong balance sheets, strong
global distribution capabilities and experienced management teams. Valuation is
also an important consideration in selecting stocks. Stocks are sold for three
primary reasons: overvaluation relative to expected earnings growth potential,
other companies become more desirable or a permanent change in industry/company
fundamentals that no longer supports the reason the stock was purchased.

Mergers and Acquisitions Fund. The objective of the Mergers and
Acquisitions Fund is capital appreciation. The Fund invests primarily in
securities of companies that are or could be the subject of a takeover.

The Fund Manager seeks to limit excessive risk of capital loss by
utilizing various investment strategies including investing in value oriented
equity securities that should trade at a significant discount to the Fund
Manager's assessment of their "private market value." Private market value is
the value that informed investors would be willing to pay to acquire the entire
company. The Fund Manger also will engage in arbitrage by investing in equity
securities of companies that are involved in publicly announced mergers,
takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other
corporate reorganizations. When a company agrees to be acquired by another
company, its stock price often quickly rises to just below the stated
acquisition price. If the Fund Manager, through extensive research, determines
that the acquisition is likely to be consummated on schedule at the stated
acquisition price, then the Fund may purchase the selling company's securities,
offering the Fund the possibility of generous returns relative to cash
equivalents with a limited risk of excessive loss of capital.

In general, securities of issuers which are the subject of a tender or
exchange offer or merger, consolidation, liquidation or reorganization proposal
sell at a premium to their historic market price immediately prior to the
announcement of the offer or may also discount what the stated or appraised
value of the security would be if the contemplated transaction were approved or
consummated. Such investments may be advantageous when the discount
significantly overstates the risk of the contingencies involved; significantly
undervalues the securities, assets or cash to be received by shareholders of
the prospective portfolio company as a result of the contemplated transaction;
or fails adequately to recognize the possibility that the offer or proposal may
be replaced or superseded by an offer or proposal of greater value. The
evaluation of such contingencies requires unusually broad knowledge and
experience on the part of the Fund Manager which must appraise not only the
value of the issuer and its component businesses as well as the assets or
securities to be received as a result of the contemplated transaction but also
the financial resources and business motivation of the offeror and the dynamics
and business climate when the offer of the proposal is in progress. Since such
investments are ordinarily short-term in nature, they will tend to increase the
turnover ratio of the Mergers and Acquisitions Fund, thereby increasing its
brokerage and other transaction expenses. The Fund Manager intends to select
investments of the type described which, in its view, have a reasonable
prospect of capital appreciation which is significant in relation to both risk
involved and the potential of available alternate investments.

The Balanced Fund. Generally, between 60% and 75% of the Balanced
Fund's total assets will be invested in equity securities. The portfolio
allocation will vary based upon the Fund Manager's assessment of the return
potential of each asset class. For equity investments, the Fund Manager uses a
bottom-up approach to stock selection, focusing on high quality,
well-established companies that have a strong history of earnings growth;
attractive prices relative to the company's potential for above average;
long-term earnings and revenue growth; strong balance sheets; a sustainable
competitive advantage; the potential to become (or currently are) industry
leaders; and the potential to outperform the market during downturns. When
selecting fixed income securities, the Fund Manager will seek to maintain the
Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index. Emphasis is also placed on diversification
and credit analysis. The Fund will only invest in fixed income securities with
an "A" or better rating. Fixed income investments will include: U.S. Government
securities; corporate bonds; mortgage/asset-backed securities; and money market
securities and repurchase agreements.

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 Managers' 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
Managers deem it advisable in order to preserve capital. In addition, the Fund
may also invest up to 20% of its total 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 Managers'
evaluation of economic and market trends and their 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.

For the 50% of the Fund managed by Wellington Management Company, LLP
("Wellington Management"), Wellington Management selects investments for the
Fund using a combination of fundamental analysis and quantitative tools.

Wellington Management begins by using fundamental analysis to evaluate
a security for purchase or sale by the fund. Fundamental research is provided
by Wellington Management's global industry analysts and involves the assessment
of a company's business environment, management, balance sheet, income
statement, anticipated earnings, revenues, dividends and other related measures
of value.

Wellington Management then complements its fundamental research with
an internally developed analytical approach. This approach consists of both
valuation and timeliness measures. Valuation measures focus on earnings
estimates, future dividend growth, price/earnings ratios and cash flows to
determine the relative attractiveness of different stocks in different
industries. Timeliness measures focus on favorable earnings and stock price
momentum to assess the appropriate time to purchase a stock.

Wellington Management selects stocks that are considered most
attractive under both fundamental and quantitative valuation approaches, i.e.,
stocks that appear to be both inexpensive according to valuation factors and
timely according to the earnings and price momentum factors. The portion of the
Fund managed by Wellington Management will typically be invested in no more
than 30 stocks.

Wellington Management continually monitors every company in the Fund's
portfolio for fundamental attractiveness. Stocks are typically sold when the
investment achieves its anticipated potential, the company begins to show
deteriorating relative fundamentals, or alternative investments become more
attractive.

<PAGE> 200

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 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.

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 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 its 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 total 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;

<PAGE> 201

(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

<PAGE> 202

securities will be limited to investment grade corporate debt securities and
U.S. Government Securities.

The Fund will invest at least 80% of its total assets in tax-exempt
securities, the interest on which is not subject to federal alternative minimum
tax.

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:

<PAGE> 203

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.

<PAGE> 204

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.
The Balanced Fund may also invest in such securities as well as Real Estate
Mortgage Investment Conduits ("REMICs") and Multi-Pass-Throughs. 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 and Balanced Fund invests, the
investment may be subject to a greater or lesser risk of prepayment than other
types of mortgage-related securities. REMIC's are private entities formed for
the purpose of holding a fixed pool of mortgages secured by an interest in real
property. REMICs are similar to CMOs in that they issue multiple classes of
securities. As with CMOs, the mortgages which collateralize the REMICs in which
the Funds may invest include mortgages backed by GNMA certificates or other
mortgage pass-throughs issued or guaranteed by the U.S. Government, its agencies
or instrumentalities or issued by private entities, which are not guaranteed by
any government agency.

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.

<PAGE> 205

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 Managers (subject to the oversight of the Board of
Directors), the investment restriction limiting the Fund's investment in
illiquid instruments 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 respective
Fund Managers (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.

Other Mortgage-Backed Securities. The Balanced Fund may invest in other
mortgage-backed securities. The Fund Manager expects that governmental,
government-related or private entities may create mortgage loan pools and other
mortgage-related securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. The
mortgages underlying these securities may include alternative mortgage
instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from customary long-term
fixed-rate mortgages. As new types of mortgage-related securities are developed
and offered to investors, the Fund Manager will, consistent with the Fund's
investment objective, policies and quality standards, consider making
investments in such new types of mortgage-related securities.

Short Term Investments

Each Fund typically invests a part of its assets in various types of
U.S. Government Securities and high-quality short-term debt securities with
remaining maturities of one year or less ("money market investments"). This type
of short-term investment is made to provide liquidity for the purchase of new
investments and to effect redemptions of shares. The money market instruments in
which each Fund may invest include but are not limited to: government
obligations, certificates of deposit, bankers' acceptances, commercial paper,
short-term corporate securities and repurchase agreements. The International
Growth Fund, Global Socially Responsive Fund, Global Financial Services Fund and
International Internet Fund may invest in all of the above, both foreign and
domestic, including foreign currency, foreign time deposits and foreign bank
acceptances.

Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities

Some obligations issued or guaranteed by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Bank, are
backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are supported only by the credit of the
instrumentality and not by the Treasury. If the securities are not backed by the
full faith and credit of the United States, the owner of the securities must
look principally to the agency issuing the obligation for repayment and may not
be able to assert a claim against the United States in the event that the agency
or instrumentality does not meet its commitment.

Information on Time Deposits and Variable Rate Notes

The Funds may invest in fixed time deposits, whether or not subject to
withdrawal penalties; however, investment in such deposits which are subject to
withdrawal penalties, other than overnight deposits, are subject to 10% limit on
illiquid investments set forth in the Certain Other Securities Section,
hereafter.

The commercial paper obligations which the Funds may buy are
unsecured and may include variable rate notes. The nature and terms of a
variable rate note (i.e., the "Master Note") permit a Fund to invest
fluctuating amounts at varying rates of interest pursuant to a direct
arrangement between a Fund as lender and the issuer as borrower. It permits
daily changes in the amounts borrowed. The Funds have the right at any time
to increase, up to the full amount stated in the note agreement, or to decrease
the amount outstanding under the note. The issuer may prepay at any time and
without penalty any part of or the full amount of the note. The note may or may
not be backed by one or more bank letters of credit. Because these notes are
direct lending arrangements between the Funds and the issuer, it is not
generally contemplated that they will be traded; moreover, there is currently no
secondary market for them. The Funds have no limitations on the type of
issuer from whom these notes will be purchased; however, in connection with such
purchase and on an ongoing basis, the Fund Managers will consider the
earning power, cash flow and other liquidity ratios of the issuer, and its
ability to pay principal and interest on demand, including a situation in which
all holders of such notes made demand simultaneously. The Funds will not
invest more than 5% of their total assets in variable rate notes.

Insured Bank Obligations

The Federal Deposit Insurance Corporation ("FDIC") insures the deposits
of federally insured banks and savings and loan associations (collectively
referred to as "banks") up to $100,000. The Funds may, within the limits set
forth in this Statement of Additional Information, purchase bank obligations
which are fully insured as to principal by the FDIC. Currently, to remain fully
insured as to principal, these investments must be limited to $100,000 per bank;
if the principal amount and accrued interest together exceed $100,000, the
excess accrued interest will not be insured. Insured bank obligations may have
limited marketability. Unless the Board of Directors determines that a readily
available market exists for such obligations, a Fund will treat such obligations
as subject to the 10% limit for illiquid investments for each Fund unless such
obligations are payable at principal amount plus accrued interest on demand or
within seven days after demand.

<PAGE> 206

High-Yield Securities

The Funds, other than the Balanced Fund, may invest in high-yield
securities. Notwithstanding the investment policies and restrictions applicable
to the 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 Funds. 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 Funds have invested be
redeemed or called during such an interest rate environment, the Funds 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 Funds. In addition, such redemptions or
calls may reduce the Funds' asset base over which the Funds' 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

<PAGE> 207

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 December 31, 1999, the High-Yield Bond Fund
consisted of securities classified as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORY TOTAL INVESTMENTS
---------- -------------------
<S> <C>
AAA 0.4%
BBB 2.1%
BB 28.1%
B 65.5%
CCC 2.6%
Non-rated* 1.3%
</TABLE>

----------
* Equivalent ratings for these securities would have been B.

REITS

Each Fund other than the Money Market (or as noted below) may invest up
to 10% of its total assets in the securities of real estate investment trusts
("REITs"). The Multi-Cap Growth, Internet, International Internet and Balanced
Funds are subject to a 15% limitation. 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.

Other than the Multi-Cap Growth Fund, 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, other
than the Multi-Cap Growth Fund, will not enter into a futures transaction
(except for closing transactions) if, immediately thereafter, the sum of the

<PAGE> 208

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. The Multi-Cap Growth
Fund will not purchase options if, as a result, the aggregate cost of all
outstanding options exceeds 10% of the Fund's total assets, although no more
than 5% will be committed to transactions entered into for non-hedging
(speculative) purposes.

Call Options. The Multi-Cap Growth Fund, the Internet Fund, the
International Internet Fund, the Balanced Fund and the Mergers and Acquisitions
Fund may purchase call options, but the Balanced Fund may only do so to the
extent premiums paid on all outstanding call options do not exceed 20% of the
Fund's total assets. The Internet, International Internet and Balanced Funds may
purchase options that may or may not be listed on a national securities exchange
and issued by the Options Clearing Corporation. 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, the Global Socially Responsive Fund, the
International Internet 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.

The Internet Fund, and the International Internet Fund may write
options in connection with buy-and-write transactions; that is, the Funds may
purchase a security and then write a call option against that security. The
exercise price of the call the Funds determine to write will depend upon the
expected price movement of the underlying security. The exercise price of a call
option may be below ("in-the-money"), equal to ("at-the-money") or above
("out-of-the-money") the current value of the underlying security at the time
the option is written. Buy-and-write transactions using in-the-money call
options may be used when it is expected that the price of the underlying
security will remain flat or decline moderately during the option period.
Buy-and-write transactions using out-of-the-money call options may be used when
it is expected that the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call options are exercised in such transactions, the
maximum gain to a Fund will be the premium received by it for writing the
option, adjusted upwards or downwards by the difference between the Fund's
purchase price of the security and the exercise price. If the options are not
exercised and the price of the underlying security declines, the amount of such
decline will be offset in part, or entirely, by the premium received.

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

<PAGE> 209

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.

Moreover, there is no assurance that the Internet Fund, International
Internet Fund or the Balanced Fund will be able to close an unlisted option
position. Furthermore, unlisted options are not subject to the protection
afforded purchasers of listed options by the Options Clearing Corporation, which
performs the obligations of its members which fail to do so in connection with
the purchase or sale of options.

The Funds may use options traded on U.S. exchanges, and to the extent
permitted by law, options traded over-the-counter. It is the position of the SEC
that over-the-counter options are illiquid. Accordingly, the Funds will invest
in such options only to the extent consistent with their limit on investments in
illiquid securities.

Put Options. 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 Internet Fund, the International Internet Fund and the
Balanced Fund may purchase or write put options that may or may not be listed on
a national securities exchange and issued by the Options Clearing Corporation.
The Balanced Fund will only purchase put options to the extent that the premiums
on all outstanding put options do not exceed 20% of the Fund's total assets. The
Balanced Fund will, at all times during which it holds a put option, own the
security covered by such option. With regard to the writing of put options, the
Balanced Fund will limit the aggregate value of the obligations underlying such
put options to 50% of its total assets. 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 in Puts.

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.

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 a 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, a Fund 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
Balanced Fund may not purchase or sell a Futures Contract unless immediately
after any such transaction the sum of the aggregate amount of margin deposits on
its existing futures positions and the amount of premiums paid for related
options is 5% or less of its total assets, after taking into account unrealized
profits and unrealized losses on any such contracts. The Balanced Fund may
purchase and sell call and put options on Futures Contracts traded on an
exchange or board of trade.

In connection with transactions on options on stock index futures, the
Multi-Cap Growth Fund, the Internet Fund and the International Internet Fund
will be required to deposit as "initial margin" an amount of cash or other
specified assets equal to, with respect to the Multi-Cap Growth Fund 1% to 10%
of the face amount of the contract, and between 5% to 8% of the contract amount
with respect to the Internet Fund and the International Internet Fund.
Thereafter, subsequent payments (referred to as "variation margin") are made to
and from the broker to reflect changes in the value of the option or Futures
Contract. The Multi-Cap Growth Fund, the Internet Fund and the International
Internet Fund may not at any time commit more than 5% of their total assets to
initial margin deposits on Futures Contracts, index options and options on
Futures Contracts. However, with respect to the Multi-Cap Growth Fund, in the
case of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in calculating the 5% limitation.

In an effort to compensate for the imperfect correlation of movements
in the price of the securities being hedged and movements in the price of the
stock index futures, the Multi-Cap Growth Fund may, if it uses a hedging
strategy, buy or sell stock index futures contracts in a greater or lesser
dollar amount than the dollar amount of the securities being hedged if the
historical volatility of the stock index futures has been less or greater than
that of the securities. Such "over hedging" or "under hedging" may adversely
affect the Fund's net investment results if market movements are not as
anticipated when the hedge is established.

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, Domestic Hybrid and Sector 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.

<PAGE> 210

For a call option on an index, the option is covered if a Fund
maintains with its sub-custodian cash or liquid securities equal to the contract
value. With respect to the Balanced Fund, the option is also covered if the fund
maintains with its custodian a diversified stock portfolio equal to the contract
value.

The use of options on securities indexes entails the risk that trading
in the options may be interrupted if trading in certain securities included in
the index is interrupted. 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,
the Global Socially Responsive Fund, the Global Financial Services Fund and the
International Internet 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

<PAGE> 211

exchange rates and exchange control regulations, and the International Growth
Fund, the Global Socially Responsive Fund, the Global Financial Services Fund
and the International Internet Fund may incur costs in connection with
conversions between various currencies.

To manage exposure to currency fluctuations, the Funds may alter equity
or money market exposures (in its normal asset allocation mix as previously
identified where applicable), 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 Funds
may purchase securities indexed to currency baskets. The Funds 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 Funds 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 Funds, securities
denominated in such foreign currency.

At the maturity of a forward contract, the Funds 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 Funds may realize a gain or loss from currency
transactions.

The Funds 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 Funds' exposure to

<PAGE> 212
changes in currency exchange rates. Call options on foreign currency written by
the Funds will be "covered", which means that the Funds will own an equal amount
of the underlying foreign currency. With respect to put options on foreign
currency written by the Funds, the Funds will establish a segregated account
consisting of cash or liquid securities in an amount equal to the amount the
Funds would be required to pay upon exercise of the put.

The Internet Fund and the International Internet Fund may also engage
in currency swaps, which are agreements to exchange cash flows based on the
national difference among two or more currencies.

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.

Money Market Instruments. Sector, Aggressive Growth, Equity,
International/Global and the Domestic Hybrid Funds may invest from time to time
in "money market instruments," a term that includes, among other things, bank
obligations, commercial paper, time deposits, loan participations ("LPs"), and,
except with respect to the Multi-Cap Growth Fund, variable amount master demand
notes. The Multi-Cap Growth Fund may invest in corporate bonds with remaining
maturities of up to one year and the Internet Fund may invest in corporate bonds
with remaining maturities of 397 days or less. The Balanced Fund may also invest
in short-term corporate obligations, foreign commercial paper, and variable and
floating-rate instruments.

Bank obligations include bankers' acceptances, including Yankee
Bankers' Acceptances and foreign bankers' acceptances, Eurodollar Time Deposits
("ETDs") and Canadian Time Deposits ("CTDs"), and with respect to the Internet
Fund, Schedule B's. In addition, bank obligations include U.S.
dollar-denominated instruments issued or supported by the credit of U.S. or
foreign banks or savings institutions and U.S. dollar-denominated obligations of
foreign branches of U.S. banks or of U.S. branches of foreign banks, all of the
same type as domestic bank obligations. The Internet Fund will invest in
obligations of foreign banks or foreign branches of U.S. banks only where the
Fund Manager deems the instrument to present minimal credit risks. Such
investments may nevertheless entail risks that are different from those of
investments in domestic obligations of U.S. banks due to differences in
political, regulatory and economic systems and conditions.

A Euro CD is a receipt from a bank for funds deposited at that bank for
a specific period of time at some specific rate of return and denominated in
U.S. dollars. It is the liability of a U.S. bank branch or foreign bank located
outside the U.S. Almost all Euro CDs are issued in London. Yankee CDs are
certificates of deposit that are issued domestically by foreign banks. It is a
means by which foreign banks may gain access to U.S. markets through their
branches which are located in the United States, typically in New York. These
CDs are treated as domestic securities. ETDs are U.S. dollar-denominated
deposits on a foreign branch of a U.S. bank or a foreign bank and CTDs are
essentially the same as ETDs except they are issued by Canadian offices of major
Canadian banks. Schedule Bs are obligations issued by Canadian branches of
foreign or domestic banks and Yankee BAs are U.S. dollar denominated bankers'
acceptances issued by a U.S. branch of a foreign bank and held in United States.

Domestic and foreign banks are subject to extensive but different
government regulations which may limit the amount and types of their loans and
the interest rates that may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and cost of funds to
finance lending operations and the quality of underlying bank assets.
Investments in obligations of foreign branches of U.S. banks and of U.S.
branches of foreign banks may subject a Fund to additional investment risks,
including future political and economic developments, the possible imposition of
withholding taxes on interest income, possible seizure

19
<PAGE> 213

or nationalization of foreign deposits, the possible establishment of exchange
controls, or the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on such
obligations. In addition, foreign branches of U.S. banks and U.S. branches of
foreign banks may be subject to less stringent reserve requirements and to
different accounting, auditing, reporting, and record keeping standards than
those applicable to domestic branches of U.S. banks.

Euro CDs, Yankee CDs and foreign bankers' acceptances involve risks
that are different from investments in securities of U.S. banks. The major risk,
which is sometimes referred to as "sovereign risk," pertains to possible
future unfavorable political and economic developments, possible withholding
taxes, seizures of foreign deposits, currency controls, interest limitations, or
other governmental restrictions which might affect payment of principal or
interest. Investment in foreign commercial paper also involves risks that are
different from investments in securities of commercial paper issued by U.S.
companies. Non-U.S. securities markets generally are not as developed or
efficient as those in the United States. Such securities may be less liquid and
more volatile than securities of comparable U.S. corporations. Non-U.S. issuers
are not generally subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
issuers. In addition, there may be less public information available about
foreign banks, their branches and other issuers.

Time deposits usually trade at a premium over Treasuries of the same
maturity. Investors regard such deposits as carrying some credit risk, which
Treasuries do not; also, investors regard time deposits as being sufficiently
less liquid than Treasuries; hence, investors demand some extra yield for buying
time deposits rather than Treasuries. The investor in a loan participation has a
dual credit risk to both the borrower and also the selling bank. The second risk
arises because it is the selling bank that collects interest and principal and
sends it to the investor.

Commercial paper may include variable and floating-rate instruments,
which are unsecured instruments that permit the interest on indebtedness
thereunder to vary. Variable-rate instruments provide for periodic adjustments
in the interest rate. Floating-rate instruments provide for automatic adjustment
of the interest rate whenever some other specified interest rate changes. Some
variable and floating-rate obligations are direct lending arrangements between
the purchaser and the issuer and there may be no active secondary market.
However, in the case of variable and floating-rate obligations with the demand
feature, a Fund may demand payment of principal and accrued interest at a time
specified in the instrument or may resell the instrument to a third party. In
the event an issuer of a variable or floating-rate obligation defaulted on its
payment obligation, a Fund might be unable to dispose of the note because of the
absence of a secondary market and could, for this or other reasons, suffer a
loss to the extent of the default. Substantial holdings of variable and
floating-rate instruments could reduce portfolio liquidity.

Variable- and Floating-Rate Instruments and Related Risks. The Balanced
Fund may acquire variable- and floating-rate instruments. The Fund Manager will
consider the earning power, cash flows and other liquidity ratios of the
issuers and guarantors of such instruments and, if the instruments are subject
to demand features, will monitor their financial status with respect to the
ability of the issuer to meet its obligation to make payment on demand. Where

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necessary to ensure that a variable- or floating-rate instrument meets the
Fund's quality requirements, the issuer's obligation to pay the principal of the
instrument will be backed by an unconditional bank letter or line of credit,
guarantee, or commitment to lend.

Because variable and floating-rate instruments are direct lending
arrangements between the lender and the borrower, it is not contemplated that
such instruments will generally be traded, and there is generally no established
secondary market for these obligations, although they are redeemable at face
value. Accordingly, where these obligations are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand.

The same credit research must be done for master demand notes as in
accepted names for potential commercial paper issuers to reduce the chances of
a borrower getting into serious financial difficulties.

Loan Participations. The Balanced Fund may also engage in Loan
Participations ("LPs"). LPs are loans sold by the lending bank to an investor.
The loan participant borrower may be a company with highly-rated commercial
paper that finds it can obtain cheaper funding through an LP than with
commercial paper and can also increase the company's name recognition in the
capital markets. LPs often generate greater yield than commercial paper.

The borrower of the underlying loan will be deemed to be the issuer except
to the extent the Fund derives its rights from the intermediary bank which sold
the LPs. Because LPs are undivided interests in a loan made by the issuing
bank, the Fund may not have the right to proceed against the LP borrower
without the consent of other holders of the LPs. In addition, LPs will be rated
as illiquid if, in the judgment of the Fund Manager, they cannot be sold within
seven days.

Foreign Bankers' Acceptances. The Balanced Fund may purchase foreign
bankers' acceptances. Foreign bankers' acceptances are short-term (270 days or
less), non-interest-bearing notes sold at a discount and redeemed by the
accepting foreign bank at maturity for full face value and denominated in U.S.
dollars. Foreign bankers' acceptances are the obligations of the foreign bank
involved, to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity.

Foreign Commercial Paper. The Balanced Fund may purchase foreign
commercial paper. Foreign commercial paper consists of short-term unsecured
promissory notes denominated in U.S. dollars, either issued directly by a
foreign firm in the U.S., or issued by a "domestic shell" subsidiary of a
foreign firm established to raise dollars for the firm's operations abroad or
for its U.S. subsidiary. Like commercial paper issued by U.S. companies,
foreign commercial paper is rated by the rating agencies (Moody's, S&P) as to
the issuer's creditworthiness. Foreign commercial paper can potentially provide
the investor with a greater yield than domestic commercial paper.

Supranational Bank Obligations. The Internet Fund and the International
Internet Fund may invest in supranational bank obligations. Supranational banks
are international banking institutions designed or supported by national
governments to promote economic reconstruction, development or trade between
nations (e.g., The World Bank). Obligations of supranational banks may be
supported by appropriated but unpaid commitments of their member countries and
there is no assurance these commitments will be undertaken or met in the future.

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Master Demand Notes. All Funds except the Multi-Cap Growth, may purchase
variable amount master demand notes. However, the Funds, except the Multi-Cap
Growth Fund, the Internet Fund, the International Internet Fund and the Balanced
Fund, will not purchase such securities if the value of, such securities, taken
at the current value, would exceed 5% of the Fund's total assets. 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.

U.S. Government Obligations. This category of securities is not
subject to the 5% of total assets limitation referred to above. The Funds may
purchase obligations issued or guaranteed by the U.S. Government and U.S.
Government agencies and instrumentalities. Obligations of certain agencies and
instrumentalities of the U.S. Government, such as those of the Government
National Mortgage Association ("GNMA"), are supported by the full faith and
credit of the U.S. Treasury. Others, such as those of the Export-Import Bank of
the United States, are supported by the right of the issuer to borrow from the
U.S. Treasury; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government would
provide financial support to U.S. government-sponsored instrumentalities if it
is not obligated to do so by law. Examples of the types of U.S. Government
obligations that may be acquired by the Funds include U.S. Treasury Bills, U.S.
Treasury Notes and U.S. Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association
("FNMA"), GNMA, General Services Administration, Student Loan Marketing
Association, Central Bank for Cooperatives, Federal Home Loan Mortgage
Corporation ("FHLMC"), Federal Intermediate Credit Banks Maritime
Administration, some of which are discussed below.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related
securities and among the securities that they issue. Mortgage-related
securities guaranteed by the GNMA include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed as to the
timely payment of principal and interest by GNMA and such guarantee is backed
by the full faith and credit of the United States. GNMA is a wholly-owned U.S.
Government corporation within the

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Department of Housing and Urban Development. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by the
FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes"), which are solely the obligations of the FNMA and are not backed
by or entitled to the full faith and credit of the United States, but are
supported by the right of the issuer to borrow from the U.S. Treasury. FNMA is a
government-sponsored organization owned entirely by private stockholders. Fannie
Maes are guaranteed as to timely payment of the principal and interest by FNMA.
Mortgage-related securities issued by the FHLMC include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a
corporate instrumentality of the United States, created pursuant to an Act of
Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are
not guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of principal, FHLMC may remit the amount due
on account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable. Under normal market conditions, the Internet Fund will not
invest to a significant extent, or on a routine basis, in U.S. Government
securities.

Mortgage-backed securities have greater market volatility than other types
of securities. In addition, because prepayments often occur at times when
interest rates are low or are declining, the Funds may be unable to reinvest
such funds in securities which offer comparable yields. The yields provided by
these mortgage securities have historically exceeded the yields on other types
of U.S. Government securities with comparable maturities in large measure due
to the risks associated with prepayment features.

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Repurchase Agreements. This category of Securities is not subject to the 5%
of total assets limitation referred to above. 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. The repurchase price generally equals the price paid by a
Fund plus interest negotiated on the basis of current short-term rates (which
may be more or less than the rate on the securities underlying the repurchase
agreement). Repurchase agreements may be considered loans by a Fund
collateralized by the underlying instrument. 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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Reverse Repurchase Agreements. Reverse repurchase agreements involve the
sale of securities held by a Fund pursuant to a Fund's agreement to repurchase
the securities at an agreed upon price, date and rate of interest. During the
reverse repurchase agreement period, a Fund continues to receive principal and
interest payments on these securities. Because reverse repurchase agreements are
considered borrowings, the Internet Fund, the International Internet Fund and
the Balanced Fund may only enter into such agreements for temporary or emergency
purposes. The Internet Fund and the International Internet Fund may only sell
portfolio securities to financial institutions such as banks and broker/dealers
and requiring to repurchase them at a mutually specified date and price
("reverse purchase agreements"). Reverse repurchase agreements involve the risk
that the market value of the securities sold by a Fund may decline below the
repurchase price. A Fund will pay interest on amounts obtained pursuant to a
reverse repurchase agreement. While reverse repurchase agreements are
outstanding, a Fund will maintain cash, U.S. Government securities or other
liquid securities in a segregated account in an amount at least equal to the
market value of the securities, plus accrued interest, subject to the agreement.
With respect to the Balance Fund, liquid securities include equity securities
and debt securities that are unencumbered and marked to market daily.

Other Mortgage-Backed Securities and Pass-Through Certificates. The
Balanced Fund may also invest in other mortgage-backed securities issued by
private issuers, generally originators of and investors in mortgage loans,
including savings associations, mortgage bankers, commercial banks, investment
bankers, and special purpose entities. These private mortgage-backed securities
may be supported by U.S. Government mortgage-backed securities or some form of
non-government credit enhancement. Mortgage-backed securities have either fixed
or adjustable interest rates. The rate of return on mortgage-backed securities
may be affected by prepayments of principal on the underlying loans, which
generally increase as interest rates decline; as a result, when interest rates
decline, holders of these securities normally do not benefit from appreciation
in market value to the same extent as holders of other non-callable debt
securities. In addition, like other debt securities, the values of
mortgage-related securities, including government and government-related
mortgage pools, generally will fluctuate in response to market interest rates.

The Balanced Fund may also invest in pass-through certificates issued by
non-governmental issuers. Pools of conventional residential mortgage loans
created by such issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payment. Timely payment of interest and principal of
these pools is, however, generally supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurance
and the mortgage poolers. Such insurance and guarantees and the creditworthiness
of the issuers thereof will be considered in determining whether a
mortgage-related security meets the Fund's quality standards. The Fund may buy
mortgage-related securities without insurance or guarantees if through an
examination of the loan experience and practices of the poolers, the investment
manager determines that the securities meet the Fund's quality standards.

Restricted or Illiquid Securities. Each Fund, except the Multi-Cap Growth
Fund, the Internet Fund, the International Internet Fund, the Balanced Fund and
the Mergers and Acquisitions 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. The Multi-Cap Growth Fund, the
Internet Fund, the International Internet Fund and the Mergers and Acquisitions
Fund may invest up to 15% of their respective net assets and the Balanced Fund
may invest up to 5% of its total assets in illiquid or restricted securities.
With respect to the Multi-Cap Growth Fund, restricted securities that are
determined by the Board or Directors to be liquid are not subject to this
limitation.

Each Fund may invest in commercial obligations issued in reliance on the
"private placement" exemption from registration afforded by Section 4(2) of the
Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to disposition
under the Federal Securities laws, and generally is sold to institutional
investors who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors through or with the assistance of the issuer or investment dealers
which make a market on the Section 4(2) paper, thus providing liquidity.

The Funds may invest in restricted securities governed by Rule 144A under
the Securities Act of 1933. In adopting Rule 144A, the Securities Exchange
Commission specifically stated that restricted securities traded under Rule 144A
may be treated as liquid for purposes of investment limitations if the board of
directors (or the Fund Manager acting subject to the board's supervision)
determines that the securities are in fact liquid. Examples of factors that will
be taken into account in evaluating the liquidity of a Rule 144A security by a
Fund, both with respect to the initial purchase and on an ongoing basis, will
include, among others: (1) the frequency of trades and quotes for the security;
(2) the number of dealers willing to purchase or sell the security and the
number of other potential purchasers; (3) dealer undertakings to make a market
in the security; and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer). If institutional trading
in restricted securities were to decline to limited levels, the liquidity of a
Fund's portfolio could be adversely affected. This investment practice could
have the effect of increasing the level of illiquidity in a Fund during any
period that qualified institutional buyers become uninterested in purchasing
these restricted securities.

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Foreign Securities. As noted above, the International Growth Fund will
invest principally in foreign securities and, the Global Financial Services Fund
and the Global Socially Responsive Fund may invest 50% or more of their total
assets in such securities. The International Internet Fund will invest at least
65% of its assets in foreign securities. All other Funds, except the Internet
Fund, Government Securities Fund, the Tax-Exempt Income Fund, the Money Market
Fund, and the Multi-Cap Growth 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.
The Multi-Cap Growth Fund may invest in ADRs, American Depositary Shares or U.S.
dollar denominated securities of foreign issuers without limitation. The
Internet Fund typically will only purchase foreign securities which are
represented by sponsored or unsponsored ADRs listed on a domestic securities
exchange or included in the Nasdaq National Market System, or foreign securities
listed directly on a domestic securities exchange or included on the Nasdaq
National Market System. The Balanced Fund may invest up to 20% of total assets
in foreign securities as well as sponsored and unsponsored ADRs and EDRs. 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 Funds' 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.

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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, a Fund may lose an advantageous yield or price. A 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, Global Socially Responsive, Global Financial Services, Government
Securities and Tax-Exempt Income Funds which have a 20% limitation. Because the
International Internet and the Internet Fund's liquidity and ability to manage
the respective portfolio might be affected when the Fund earmarks cash or
portfolio securities to cover such purchase commitments, the Fund Manager
expects that its commitments to purchase when-issued securities and forward
commitments will not exceed 25% of the value of a Fund's total assets absent
unusual market conditions.

Portfolio Depositary Receipts. To the extent otherwise consistent with
its investment policies and applicable law, the Multi-Cap Growth Fund may invest
up to 5% of its total assets in Portfolio Depositary Receipts, exchange-traded
shares issued by investment companies, typically unit investment trusts, holding
portfolios of common stocks designed to replicate and, therefore, track the
performance of various broad securities indices or sectors of such indices. For
example, the Fund may invest in Standard & Poor's Depositary Receipts (SPDRs),
issued by a unit investment trust whose portfolio tracks the S&P 500 Composite
Stock Price Index, or Standard & Poor's MidCap 400 Depositary Receipts (MidCap
SPDRs), similarly linked to the S&P MidCap 400 Index.

Short Sales. The Multi-Cap Growth Fund and the Mergers and Acquisitions
Fund may sell securities "short against the box." While a short sale is the sale
of a security the Fund does not own, it is "against the box" if at all times
when the short position is open the Fund owns an equal amount of the securities
or securities convertible into, or exchangeable without further consideration
for, securities of the same issue as the securities sold short.

Convertible Securities. Common stock occupies the most junior position
in a company's capital structure. Convertible securities entitle the holder to
exchange the securities for a specified number of shares of common stock,
usually of the same company, at specified prices within a certain period of time
and to receive interest or dividends until the holder elects to convert. The
provisions of any convertible security determine its ranking in a company's
capital structure. In the case of subordinated convertible debentures, the
holder's claims on assets and earnings are subordinated to the claims of other
creditors, and are senior to the claims of preferred and common shareowners. In
the case of preferred stock and convertible preferred stock, the holder's claims
on assets and earnings are subordinated to the claims of all creditors but are
senior to the claims of common shareowners.

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

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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, the Global Socially Responsive Fund,
the International Internet 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.

Other Investments. Each Fund may, in the future, be authorized to
invest in securities other than those listed here and in the Prospectus,
provided that such investment would be consistent with that Fund's investment
objective and that it would not violate any fundamental investment policies or
restrictions applicable to 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 total assets (50% for the Mergers and Acquisitions
Fund) purchase the securities of any issuer if such purchase would cause more
than 5% of its total 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 Multi-Cap Growth Fund,
Global Financial Services Fund, the Internet Fund, the International Internet
Fund High-Yield Bond Tax-Exempt Income and Mergers and Acquisitions 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 options on futures as permitted by its
investment program.

4. With respect to all Funds, other than the Multi-Cap Growth Fund and
the Mergers and Acquisitions Fund, 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 position as to them. In no event will a Fund make short
sales of securities in

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such a manner that the value used to cover such sales would exceed 15% 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) 10% 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, the Multi-Cap
Growth, the Internet Fund, the International Internet Fund and the Balanced Fund
are 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. (The Internet
Fund, the International Internet Fund, the Multi-Cap Growth, the Balanced Fund
and the Mergers and Acquisitions Fund are not subject to this restriction.)

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,
the Internet Fund, the International Internet Fund, the Global Financial
Services Fund and the Mergers and Acquisitions 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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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. The Internet
Fund and the International Fund will invest more than 25% of the Fund's assets
in securities of companies engaged in the research, design, development,
manufacturing or distribution of products, processes or services for use with
the Internet or intranet related businesses.

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 Services Fund, the
Multi-Cap Growth Fund, the Internet Fund, the International Internet Fund, the
Balanced Fund and the Mergers and Acquisitions Fund are 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.

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 (or in the case of the Mergers and Acquisitions Fund, by
entering into repurchase agreements and by lending portfolio securities), 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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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 turnover rate is not applicable, the High-Yield Bond
Fund and the Mergers and Acquisitions 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
114% in 1998. This rate 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. In
1999, the turnover rate for the Fund was 84%.

During 1998, the portfolio turnover rate for the Small Company Growth
Fund and Tax-Exempt Income Fund exceeded 100% due to a change in management
style which resulted from the appointment of a new Fund Manager. In 1999, the
portfolio turnover rate for the Fund was 110% due to the Fund Manager's decision
to reposition the Fund around bonds in the 10 year maturity range, which the
Fund Manager believed to be attractive on a historical basis.

During 1999, the portfolio turnover rate for the Capital Appreciation
Fund exceeded 100% due to a change in management style, which resulted from the
appointment of a new Fund Manager.

During 1999, the portfolio turnover rate for the Equity Fund exceeded
100% due to a change in management style, which resulted from the appointment of
a new Fund Manager.

During 1999, the portfolio turnover rate for the International Growth
Fund exceeded 100% due to a change in management style, which resulted from the
appointment of a new Fund Manager.

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 "Advisor"), 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 Investment Company

31
<PAGE> 225

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 (76) 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 (48) 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; Director, MONY Bank & Trust Co. of the
Americas, Ltd., Director, since 1994; Director, Life Insurance
Marketing and Research Associates, 1996-1997; Trustee, Enterprise
Accumulation Trust; Director, The American College.

Arthur Howell (82) 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. 1985-2000; Chairman Emeritus, Crescent Banking Co.,
Inc., 2000; President, Jonesheirs, Inc. (licensing
entity) since 1975; Trustee, Enterprise Accumulation
Trust.

William A. Mitchell, Jr. (60) 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 (66) 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>

<PAGE> 226

<TABLE>
<S> <C>
*Michael I. Roth (54) Chairman and Chief Executive Officer, MONY, since 1993;
Director President and Chief Executive Officer, MONY, 1991-
1993; President and Chief Operating Officer, MONY Life,
1991 to 1993; Director, MONY Life Insurance Company of
America since 1991; Director, ARES Holdings Inc. 1995-1998;
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; Director,
American Council of Life Insurance (ACLI); Director; The
Life Insurance Counsel of New York; Director, Pitney Bowes,
Inc.; Director, Promus Hotel Corporation; Director, Insurance
Marketplace Standards Association; Director, Enterprise
Foundation (a charitable foundation which develops housing and
which is not affiliated with The Enterprise Group of Funds, Inc.);
Director, Metropolitan Development Association of Syracuse and
Central New York; Director, Lincoln Center for the Performing Arts
Leadership Committee; Trustee, Enterprise Accumulation Trust.

*Victor Ugolyn (52) Chairman, President and Chief Executive Officer, The
Director Enterprise Group of Funds, Inc. since 1991; Chairman,
President and Chief Executive Officer, Enterprise Capital
Management, Inc. 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 (44)
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 (36) 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 Company 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

<PAGE> 227

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 fiscal year 1999:

<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 $18,125 None None $36,250
Arthur Howell $18,125 None None $36,250
William A.
Mitchell, Jr. $16,250 None None $32,500
Lonnie H. Pope $18,125 None None $36,250
</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 and Class Y shares at net asset value.

At February 28, 2001, the officers and Directors of the Fund as a group
owned less than one percent of the shares of each Fund.

The Funds, the Advisor and the Distributor have adopted a Code of
Ethics which permits officers and employees to invest in securities for their
own accounts, subject to certain restrictions. The Code of Ethics is on file
with the SEC and available through the SEC's EDGAR system.

<PAGE> 228

The following shareholders owned of record or beneficially 5% or more
of the indicated Fund Class' shares outstanding as of September 1, 2000:

<TABLE>
<CAPTION>
Shares Percent
------ -------
<S> <C> <C>

Internet Fund Class C
---------------------
Merrill Lynch Pierce Fenner & Smith 151,350.54 6.81%

Internet Fund Class Y
---------------------
Enterprise Capital Management 10,000.00 19.45%
Richard J. Kazlor 2,297.71 5.99%
Kathleen P. Kazlor JT WROS

Global Financial Services Class A
---------------------------------
Wampum Hardware Co. P/S Plan 246,257.83 12.43%
Gerald Davis

RSGroup Trust Company
FBO Independence Savings Bank 3,333.54 8.69%

Enterprise Capital Management 401(K) 3,037.17 7.92%
Robert Ippolito

Enterprise Capital Management 401(K) 2,851.78 5.55%

Global Financial Services Class C
---------------------------------
NFSC FEBO Nancy J. Walter 7,066.15 5.16%

Global Financial Services Class Y
----------------------------------
MONY Financial Services 974,145.85 98.43%

Small Company Growth Class Y
----------------------------

HSBC Bank USA TTEE 24,855.71 8.93%
Flushing Savings Bank

RSGroup Trust Company 16,944.13 6.09%
FBO Roosevelt Savings Bank

RSGroup Trust Company 18,957.28 6.81%
FBO Independence Community

Small Company Value Class A
---------------------------

Charles Schwab & Co Inc. 1,711,416.32 9.10%
Special Custody Account

Small Company Value Class Y
---------------------------
RSGroup Trust Company 11,570.73 7.81%
FBO Independence Community

NFSC FEBO #04J-651320 51,801.17 34.95%
Doug Flutie Jr.

Baumann Paper Company 401(k) PSP 10,624.22 7.17%
DTD 7/1/6

Multi-Cap Growth Class A
------------------------
Merrill Lynch, Pierce, Fenner & Smith 424,806.53 5.04%
FBO Sole Benefit of its Customers

Multi-Cap Growth Class C
----------------------------

Merrill Lynch Pierce Fenner & Smith 283,045.09 8.65%

Multi-Cap Growth Class Y
----------------------------

Enterprise Capital Management 20,000.00 31.39%

Enterprise Capital Management 401(k) 4,727.39 7.42%
Patricia Cox

RSGroup Trust Company 5,539.08 8.69%
FBO Independence Savings Bank DICP
</TABLE>

35
<PAGE> 229
<TABLE>
<S> <C> <C>
International Growth Class A
----------------------------
MONY Financial Services 145,941.19 5.37%

International Growth Class Y
----------------------------
MONY Employees' Supplemental Investment Plan 778,722.32 68.33%
MONY Field Underwriters Retirement Plan 354,429.43 31.10%

Growth Fund Class Y
-------------------
Capinco 287,360.64 8.46%

MONY Board of Directors
Investment Plan Supplemental 735,519.09 21.64%

Mony Board of Directors
Retirement Plan for Field Underwriters 326,419.98 9.61%

Equity Class A
--------------
Enterprise Capital Management, Inc. 203,110.08 16.77%

Equity Class C
--------------
Merrill Lynch 316,264.40 14.21%
FBD Sole Benefit of its Customers

Equity Class Y
--------------
Enterprise Capital Management Inc. 7,849.29 20.52%

RSGroup Trust Company
FBO Independence Community Bank DDCP 9,340.24 24.42%

RSGroup Trust Company FBO Premier National
Bankcorp DCP 3,325.09 8.69%

Enterprise Capital Management 401K 2,898.82 7.58%
Herbert M. Williamson

Equity Income Class Y
---------------------

Enterprise Capital Management, Inc. 3,769.32 79.61%

General Sullivan GRP Inc Board of Dir 443.63 9.37%
Comp Plan FBO Thomas J. Trainer

Enterprise Capital Management 401(k) 381.64 8.06%
Michael D. Woerner

Growth & Income Class Y
-----------------------
HSBC Bank USE TTEE 29,794.60 6.92%
FBO Benefit Maintenance Plan of
Dime Community Bancorp

RSGroup Trust Company
FBO Independence Community Bank DDCP 54,650.50 12.69%

RSGroup Trust Company
FBO Charter One Bank FSB 28,154.96 6.54%

Bank of Millbrook
Maple Brook School 28,331.70 6.58%

Flushing Savings Bank Outside
Directors Retirement Plan 25,526.91 5.93%

Carthage Fed Savings & Loan Assoc 23,264.99 5.40%

</TABLE>

36
<PAGE> 230
<TABLE>
<S> <C> <C>
Capital Appreciation Class C
---------------------------

Merrill Lynch Pierce Fenner & Smith 38,456.27 5.88%

Capital Appreciation Class Y
----------------------------
RSGroup Trust Company
FBO Independence Community 2,323.10 15.57%

RSGroup Trust Company
FBO Premier National Bankcorp DCP 3,035.14 20.34%

Enterprise Capital Management 401(k)
Robert Ippolito 1,940.07 13.00%

Enterprise Capital Management, Inc. 2,543.88 17.05%

General Sullivan Group Board
of Directors General Compensation Plan 782.51 5.25%

Balanced Class A
----------------

State Street Bank & Trust Co.
IRA and IRA R/O Kenneth R. Hutchins 106,950.14 8.99%

Enterprise Capital Management 140,000.00 11.77%

Balanced Class C
----------------

Enterprise Capital Management 20,000.00 8.52%

NFSC FEBO #04J-073954 21,058.31 8.97%

NFSC FEBO #04J-954284 12,349.49 5.26%

Balanced Class Y
----------------

Enterprise Capital Management 20,000.00 98.59%

Managed Class Y
---------------

Mony Employee Supplemental Investment
Plan 3,985,865.52 55.88%

Mony Field Underwriters Retirement Plan 2,437,090.51 34.17%

United Food & Commercial Workers
#56 Welfare Plan 421,799.89 5.91%

Government Securities Class C
-----------------------------
Everen Securities FBO
Robert McKay & Assoc. LLP 401(k) 41,259.56 8.82%
</TABLE>

37
<PAGE> 231

<TABLE>
<S> <C> <C>
Government Securities Class Y
-----------------------------

RSGroup Trust Company
FBO Premier National Bankcorp DCP 40,537.48 6.59%

Institutional Securities Corp. 114,479.08 18.62%

Marine Midland Bank TTEE 56,921.98 9.26%
Flushing Savings Bank Dir. Plan

RSGroup Trust Company 74,369.78 12.10%
Roslyn Savings Bank

RSGroup Trust Company 44,957.75 7.31%
Roosevelt Savings Bank SERP

HSBC Bank USA TTEE 45,741.74 7.44%
FBO Benefit Maintenance Plan of
Dime Community Bancorp

Tax-Exempt Income Class B
-------------------------

NFSC
William C. Foust 47,995.10 11.59%

Tax-Exempt Income C
-------------------------
Barbara M. Lucas 4,746.78 5.04%

Chris Barnette
Dorothy Barnette 5,859.20 6.22%

Porter Y. Fisher &
Oral Fisher 5,279.46 5.60%

NFSC FEBO John H. Muller 19,417.36 20.61%

Virginia Ryznar Trustee
John W. Ryznar Trust 15,486.89 16.44%

Virginia Ryznar Trust 7,144.83 7.58%

Tax-Exempt Income Class Y
-------------------------

Enterprise Capital Management, Inc. 3,541.08 99.27%

High-Yield Bond Class C
-----------------------
State Street Bank & Trust 86,864.01 11.83%
Retired OSSEO Isd

NFSC FEBO #04J-629774 39,326.90 5.35%
NFSC/FMIC IRA

High-Yield Bond Class Y
-----------------------

Eric K. Scholl/Diane Scholl 43,269.83 37.35%

James R. Caywood 38,523.32 33.25%

Caywood Christian Capital Management 25,089.76 21.66%

</TABLE>

38
<PAGE> 232

<TABLE>
<S> <C> <C>
Money Market Class A
--------------------
National Financial Svcs Corp. 148,647,395.61 63.81%

Money Market Class C
--------------------

Wales Industrial Services Inc. 548,588.51 7.81%
Resource Trust Company Cust. 484,306.05 6.90%
FBO Marvin B. Davis Jr. C/F
--------------------

Money Market Class Y
--------------------

RSGroup Trust Company 721,428.76 31.43%
FBO Northfield Serp

RSGroup Trust Company
FBO Charter One Bank FSB 288,791.00 12.58%

General Sullivan Group Employees 131,229.78 5.72%

General Sullivan Group Board 302,113.61 13.16%

Charter Trust Bank TTEE 213,807.42 9.32%
Mid-Maine Savings Bank
</TABLE>

39
<PAGE> 233

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.

<PAGE> 234

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.

The tables below sets forth the 2000, 1999, and 1998 breakdown by Fund
of (1) the investment advisory fee paid to the Advisor, (2) the percentage of
the investment advisory 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
investment 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. Information with respect to the Mergers and Acquisitions Fund is not
provided because the Fund is new.

<TABLE>
<CAPTION>
1999
FUND (1) (2) (3) (4) (5)
---- ------------ ------ ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Growth $14,654,678 27.69% $4,057,914 $10,596,764 $ --
Growth and Income 781,841 39.03% 305,171 476,670 145,631
Equity 145,439 53.33% 77,568 67,871 184,205
Equity Income 1,246,413 37.24% 464,193 782,220 25,121
Capital Appreciation 1,236,280 63.37% 783,412 452,868 --
Multi-Cap Growth $ 180,152 40.00% 72,062 108,090 99,362
Small Company Growth 338,323 64.99% 219,892 118,431 149,327
Small Company Value 1,540,976 53.33% 821,853 719,123 --
International Growth 661,972 44.63% 295,465 366,507 --
Global Financial Services 110,326 58.82% 64,897 45,429 158,388
Internet 409,227 40.00% 163,691 245,536 51,412
Balanced 22,459 39.84% 8,947 13,512 96,713
Managed 3,122,484 41.02% 1,280,994 1,841,490 --
High-Yield Bond 690,557 48.91% 337,732 352,825 128,160
Government Securities 704,991 45.21% 318,244 386,244 109,760
Tax Exempt Income 146,578 47.26% 69,273 77,305 95,072
Money Market 689,144 0.00% 0 689,144 --

</TABLE>

<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>

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, 2000, and ending no
earlier than May 1, 2001, that expenses incurred by the Funds will not exceed
the following percentages of average daily net assets: Internet (A) 1.90%; (B)
2.45%; (C) 2.45%; (Y) 1.45%; International Internet (A) 1.90%; (B) 2.45%; (C)
2.45%; (Y) 1.45%; Global Financial Services (A) 1.75%; (B) 2.30%; (C) 2.30%; (Y)
1.30%; Small Company Growth (A) 1.85%; (B) 2.40%; (C) 2.40%; (Y) 1.40%; Small
Company Value (A) 1.75%; (B) 2.30%; (C) 2.30%; (Y) 1.30%; Multi-Cap Growth (A)
1.85%; (B) 2.40%; (C) 2.40%; (Y) 1.40%; International Growth (A) 2.00%; (B)
2.55%; (C) 2.55%; (Y) 1.55%; Global Socially Responsive: (A) 1.75%; (B) 2.30%;
(C) 2.30%; (Y) 1.30%; Growth (A) 1.60%; (B) 2.15%; (C) 2.15%; (Y) 1.15%; Equity
(A) 1.60%; (B) 2.15%; (C) 2.15%; (Y) 1.15%; Equity Income (A) 1.50%; (B) 2.05%;
(C) 2.05%; (Y) 1.05%; Growth and Income (A) 1.50%; (B) 2.05%; (C) 2.05%; (Y)
1.05%; Capital Appreciation (A) 1.75%; (B) 2.30%; (C) 2.30%; (Y) 1.30%; Mergers
and Acquisitions (4) 1.90%; (B) 2.45%; (C) 2.45%; (Y) 1.45%; Balanced (A) 1.40%;
(B) 1.95%; (C) 1.95%; (Y) 0.95%; Managed (A) 1.50%; (B) 2.05%; (C) 2.05%; (Y)
1.05% Government Securities (A) 1.30%; (B) 1.85%; (C) 1.85%; (Y) 0.85%;
Tax-Exempt Income (A) 1.10%; (B) 1.65%; (C) 1.65%; (Y) 0.65%; High-Yield Bond
(A) 1.30%; (B) 1.85%; (C) 1.85%; (Y) 0.85%; and Money Market (A) 0.70%; (B)
0.70%; (C) 0.70%; (Y) 0.70%. This commitment was also in effect from January 1,
1989 through December 31, 1999. 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 rendering 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 an agreement pursuant
to which the Advisor advanced on behalf of the Corporation $40,378 for
expanding the series to include an Equity Fund and completing the appropriate
registration under the Investment Company Act of 1940, the Securities Act of
1933, and certain state securities laws. The agreement provides that this
amount will be repaid by the Fund, in five equal annual increments without
interest, commencing at the end of the first fiscal year at which the Fund
has total net assets of $5 million or more. The 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.

<PAGE> 235

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>
Internet Fund Fred Alger Management, Inc. 0.40% for assets under management.
("Alger") is owned by its
employees.

International Internet Fund Alger is owned by its 0.65% for assets up to $50 million;
employees. 0.55% for assets from $50 million
to $100 million; and 0.45% for assets
greater than $100 million.

Global Financial Services Fund Sanford C. Bernstein & 0.50% for assets up to $100 million;
Co., LLC ("Sanford 0.40% for assets from $100 million
Bernstein") is a subsidiary to $300 million; 0.30% for assets
of Alliance Capital over $300 million.
Management, L.P.

Small Company Growth Fund William D. Witter, Inc. 0.65% for assets under management
is owned by its employees. up to $50 million; 0.55% for assets
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
("GAMCO") is a wholly- up to $1 billion and 0.30% for
owed subsidiary of assets in excess of $1 billion.
Gabelli Asset Management Inc.

Multi-Cap Growth Fund Alger is owned by its 0.40% for assets under management.
employees.

Growth Fund Montag & Caldwell, Inc. 0.30% for assets under management
("Montag & Caldwell") up to $100,000,000; 0.25% for
is controlled by assets from $100,000,000 to
Alleghany Corporation $200,000,000; and 0.20% for assets
("Alleghany"). Alleghany greater than $200,000,000.
has entered into an
agreement to be acquired
by ABN AMRO.

Equity Fund TCW Investment Management 0.40% for assets under management
Company ("TCW") is a wholly- up to $100,000,000 and 0.30%
owned subsidiary of TCW thereafter.
Management company, a 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>

<PAGE> 236

<TABLE>
<CAPTION>
<S> <C> <C>
Equity Income Fund 1740 Advisers, Inc. 0.30% for assets under management
is a subsidiary of MONY. up to $100,000,000; 0.25% on the
next $100,000,000; and 0.20%
thereafter.

Growth and Income Fund Retirement System 0.30% for assets under management
Investors Inc. ("RSI") up to $100,000,000; 0.25% on the
is a subsidiary of next $100,000,000; and 0.20% for
Retirement System Group assets greater than $200,000,000.
Inc.

Capital Appreciation Fund Marsico Capital Management, 0.45% for assets under management.
LLC ("Marsico") is owned 50%
by Bank of America Corp.
("Bank of America") and 50% by
its employees. Marsico and
Bank of America have entered
into an agreement for Bank of
America to purchase the
remaining shares of does not
already own.

Mergers and Acquisitions Fund GAMCO is a wholly-owned 0.45% for assets under management up
subsidiary of Gabelli Asset to $100,000,000 and 0.40% for assets
Management Inc. greater than $100 million.

International Growth Fund Vontobel USA Inc. 0.40% for assets under management
is a wholly-owned subsidiary up to $100,000,000; 0.35% for
of Bank J. Vontobel of Zurich, assets under management from
Switzerland. $100,000,000 to $200,000,000;
0.325% for assets from
$200,000,000 to $500,000,000;
and 0.25% for assets greater than
$500,000,000.

Global Socially Responsive Fund Rockefeller & Co., Inc. .45% for assets up to $100 million;
is a wholly-owned subsidiary 0.40% for assets from $100 million to
of Rockefeller Financial $200 million; 0.30% for assets over
Services, Inc. which is in $200 million.
turn owned by or for the
benefit of members of the
Rockefeller family through
the Rockefeller Trust.

Balanced Fund Montag & Caldwell is 0.30% for assets under management
controlled by Alleghany, up to $100,000,000; 0.25% for
which has entered into an assets from $100,000,000 to
agreement to be acquired by $200,000,000; and 0.20% for assets
ABN AMRO. greater than $200,000,000.
</TABLE>

<PAGE> 237

<TABLE>
<CAPTION>
<S> <C> <C>
Managed Fund Wellington Management 0.35% for assets under management
Company, LLP is owned by its up to $100,000,000 and 0.30% for
partners. assets in excess of $100,000,000.

Sanford Bernstein is a 0.40% for assets under management up
subsidiary of Alliance to $10,000,000; 0.30% for the next
Capital Management, L.P. $40,000,000 of assets under management
(up to $50,000,000); 0.20% on the next
$50,000,000 of assets under management
(up to $100,000,000); and 0.10% for assets
in excess of $100,000,000.

Government Securities Fund TCW, a wholly-owned 0.30% for assets under management
subsidiary of TCW up to $50,000,000 and 0.25% for
Management Company, a assets under management greater
Nevada corporation, than $50,000,000.
whose direct and indirect
subsidiaries, including
Trust Company of the
West and TCW Asset
Management Company,
provides a variety of trust,
investment management
and investment advisory
services.

Tax-Exempt Income Fund MBIA Capital 0.15% for assets under
Management Corp. management.
is a wholly-owned
subsidiary of MBIA, Inc.

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") is a wholly- assets above $100,000,000.
owned subsidiary of
RCM Global Investors
LLC, an affiliate of
Dresdner Bank AG.

Money Market Fund Enterprise Capital is 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.

<PAGE> 238

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 0.45% 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 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.
45
<PAGE> 239

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>

1999 $22,438,284 $2,621,461 $ 237,178 $17,142,646 $ 4,958,374 $ 7,895,940
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
</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; (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 Investment
Company Act of 1940) 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

<PAGE> 240

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; (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; and (i) investors who purchase Fund shares with
the proceeds from the redemption of shares of a mutual fund managed by
Nicholas-Applegate Capital Management for which they paid an initial sales
charge, provided that the investment in the Fund is made within 45 days of
redemption.

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

47
<PAGE> 241

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

48
<PAGE> 242
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

<PAGE> 243

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

<PAGE> 244

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 first 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.

<PAGE> 245

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.

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.

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 Investment Company Act of 1940, 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

<PAGE> 246
the recipient would incur brokerage commissions upon the sale of such
securities.

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.

<PAGE> 247

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 are examples of
the offering price calculation for each class of shares of the Growth Fund and
the Money Market Fund based on the value of their net assets and number of
shares outstanding on December 31, 1999. The methodology employed in
calculating the offering price per share in the Growth Fund example would apply
to all other Funds, except the Money Market Fund.

<PAGE> 248

<TABLE>
<CAPTION>
Growth Fund
-----------------------------------------------------
Class A Class B Class C Class Y
--------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Assets......... $1,268,022,312 $811,705,605 $294,682,987 $86,826,383
-------------- ------------ ------------ -----------
Number of
Shares
Outstanding........ 51,648,867 34,049,236 12,206,487 3,464,995
-------------- ------------ ------------ -----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 24.55 $ 23.84 $ 24.14 $ 25.06
-------------- ------------ ------------ -----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ $ 1.22 ** ** **
-------------- ------------ ------------ -----------

Offering Price..... $ 25.77 $ 23.84 $ 24.14 $ 25.06
-------------- ------------ ------------ -----------
</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.

<PAGE> 249
<TABLE>
<CAPTION>
Money Market Fund
--------------------------------------------------
Class A Class B Class C Class Y
----------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net Assets......... $204,403,508 $32,862,506 $7,296,341 $3,476,822
------------ ----------- ---------- ----------
Number of
Shares
Outstanding........ 204,403,508 32,862,506 7,296,341 3,476,822
------------ ----------- ---------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 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)*........ ** ** ** **
------------ ----------- ---------- ----------

Offering Price..... $ 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 and Money Market 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 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, 2000.

Information with respect to the Mergers and Acquisitions Fund is not
provided because it is new.

<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 $1,504,650 $ 9,840 0.65% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Growth and Income 72,454 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Equity 61,345 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Equity Income 134,891 7,783 5.77% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Capital Appreciation 363,583 2,531 0.70% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Small Company 31,040 0 0.00% 0.00%
Growth
---------------------------------------------------------------------------------------------------------------------------
Small Company Value 376,464 326,540 86.74% 0.02%
---------------------------------------------------------------------------------------------------------------------------
International Growth 272,673 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Global Financial
Services 10,995 2,928 26.63% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Government Securities 0 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

56
<PAGE> 250
<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 $ 0 $ 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Income 0 0 0% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Managed 590,037 $152,448 25.84% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Money Market 4 0 0.00% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Internet $ 23,783 $ 23,687 99.60% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Multi-Cap Growth $ 35,474 $ 35,414 99.83% 0.00%
---------------------------------------------------------------------------------------------------------------------------
Balanced $ 6,204 95 1.53% 0.00%
</TABLE>

The aggregate brokerage commissions paid by the Funds on transactions
for the fiscal year ended December 31, 1999, December 31, 1998 and December 31,
1997 were $3,483,593, $2,222,948 and $629,024, respectively.

<PAGE> 251
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.

<PAGE> 252
P(1+T)N=ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
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.

<PAGE> 253

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.

60
<PAGE> 254

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

<PAGE> 255

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 12 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)

<PAGE> 256
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 only the 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.

63
<PAGE> 257

To the extent that a 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, however, except for the International Internet
Fund and International Growth Fund, it is not expected that any Fund may qualify
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

<PAGE> 258

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 Sector Funds, Aggressive Growth Funds, Growth Funds (except the Equity
Income Fund), International/Global Funds and the Managed Fund are declared and
paid at least annually. Dividends from investment income on the Equity Income
Fund are paid semiannually. Dividends from investment income for the Income
Funds are declared daily and paid monthly. Dividends from investment income and
any net realized capital gains for 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 27
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

<PAGE> 259

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

<PAGE> 260

independent accountants are responsible for auditing the annual financial
statements of the Funds.

FINANCIAL STATEMENTS

The Corporation's Semi-Annual Report dated June 30, 2000, which was filed with
the Securities & Exchange Commission on August 24, 2000 (accession number
0000950168-00-001979), and the Corporation's Annual Report dated December 31,
1999, which was filed with the Securities & Exchange Commission on February 28,
2000 (accession number 0000950168-00-000450), are hereby incorporated by
reference into this Statement of Additional Information.

<PAGE> 261

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.

<PAGE> 262

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.

69
<PAGE> 263

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.

<PAGE> 264
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.

71
<PAGE> 265

The Enterprise Group of Funds, Inc.
Atlanta Financial Center
450 Peachtree St.
Atlanta, GA 30326
STATEMENT OF ADDITIONAL INFORMATION

Global Health Care Fund
Mid-Cap Growth Fund
International Core Growth Fund
Emerging Countries Fund
Worldwide Growth Fund
Large-Cap Fund
Convertible Securities Fund

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 February 28,
2001.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Organization...............................................................B-2
Securities Descriptions and Techniques.....................................B-2
Investment Restrictions...................................................B-16
Management of the Corporation.............................................B-18
Fund Manager Arrangements.................................................B-23
Investment Advisory and Other Services....................................B-22
Investment Advisory Agreement....................................B-22
Distributor's Agreements And Plans Of Distribution...............B-26
Miscellaneous....................................................B-27
Purchase, Redemption and Pricing of Securities Being Offered..............B-27
Initial Sales Charge Waivers and Reductions......................B-28
Exemptions from Class A, B and C CDSC............................B-29
CDSC Waivers and Reductions......................................B-29
Services For Investors...........................................B-30
Conversion of Class B shares.....................................B-32
Exchange Privilege...............................................B-33
Redemptions In Kind..............................................B-33
Determination Of Net Asset Value.................................B-34
Fund Transactions and Brokerage...........................................B-37
Performance Comparisons...................................................B-38
Taxes.....................................................................B-41
Dividends and Distributions...............................................B-44
Additional Information....................................................B-45
Custodian, Transfer and Dividends Disbursing Agent........................B-46
Independent Accountants...................................................B-46
Financial Statements......................................................B-
Appendix A................................................................B-47
Appendix B................................................................B-49
</TABLE>

Organization

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 series, each 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. Effective July 1, 1999, the Corporation added
the Multi-Cap Growth Fund, the Internet Fund and the Balanced Fund. Effective
June 30, 2000 the Corporation added the International Internet Fund. Effective
September 29, 2000, the Corporation added the Global Socially Responsive Fund.
Effective October 31, 2000, the Corporation added the Global Health Care Fund,
Mid-Cap Fund, Large-Cap Fund, International Core Growth Fund, Emerging Countries
Fund, Worldwide Growth Fund and Convertible Securities Fund. This Statement of
Additional Information relates to these Funds, which are managed by
Nicholas-Applegate Capital Management. Each Fund is diversified (except for the
Global Health Care Fund), as that term is defined in the Investment Company Act
of 1940.

<PAGE> 266

Securities Descriptions and Techniques

The following discussion provides the various principal and
non-principal investment policies and techniques employed by the Funds.

EQUITY SECURITIES:

COMMON STOCK is the most prevalent type of equity security. Common
stockholders receive the residual value of the issuer's earning and assets after
the issuer pays its creditors and any preferred stockholders. As a result,
changes in an issuer's earnings directly influence the value of its common
stock.

PREFERRED STOCKS have the right to receive specified dividends or
distributions before the payment of dividends or distributions on common stock.
Some preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the stock.

WARRANTS give the Funds the option to buy the issuer's stock or other
equity securities at a specified price. The Funds may buy the designated shares
by paying the exercise price before the warrant expires. Warrants may become
worthless if the price of the stock does not rise above the exercise price by
the expiration date. Rights are the same as warrants, except they are typically
issued to existing stockholders.

DEPOSITARY RECEIPTS are receipts issued by an American bank or trust
company evidencing ownership of underlying securities issued by foreign issuers.
ADRs in registered form, are designed for use in U.S. securities markets. Such
depositary receipts may be sponsored by the foreign issuer or may be
unsponsored. The Funds may also invest in European and Global Depository
Receipts ("EDRs" and "GDRs"), which in bearer form, are designed for use in
European securities markets, and in other instruments representing securities of
foreign companies. Such depositary receipts may be sponsored by the foreign
issuer or may be unsponsored. Unsponsored depositary receipts are organized
independently and without the cooperation of the foreign issuer of the
underlying securities; as a result, available information regarding the issuer
may not be as current as for sponsored depositary receipts, and the prices of
unsponsored depository receipts may be more volatile than if they were sponsored
by the issuer of the underlying securities. ADRs may be listed on a national
securities exchange or may trade in the over-the-counter market. ADR prices are
denominated in U.S. dollars; the underling security may be denominated in a
foreign currency, although the underlying security may be subject to foreign
governmental taxes which would reduce the yield on such securities.

CONVERTIBLE SECURITIES are fixed income securities that a Fund has the
option to exchange for equity securities at a specified conversion price. The
option allows the Fund to realize additional returns if the market price of the
equity securities exceeds the conversion price.

Convertible securities have lower yields than comparable fixed income
securities to compensate for the value of the conversion option. In addition,
the conversion price exceeds the market value of the underlying equity
securities at the time a convertible security is issued. Thus, convertible
securities may provide lower returns than non-convertible fixed-income
securities or equity securities depending upon

B-2
<PAGE> 267

changes in the price of the underlying equity securities. However, convertible
securities permit a Fund to realize some of the potential appreciation of the
underlying equity securities with less risk of losing its initial investment.

The Funds treat convertible securities as equity securities for
purposes of their investment policies and limitations, because of their unique
characteristics.

FIXED INCOME SECURITIES:

CORPORATE DEBT SECURITIES are fixed income securities issued by
businesses. Notes, bonds, debentures and commercial paper are the most prevalent
types of corporate debt security. The credit risks of corporate debt securities
vary widely among issuers.

ZERO COUPON SECURITIES do not pay interest or principal until final
maturity. Most debt securities provide periodic payments of interest (referred
to as a "coupon payment"). In contrast, investors buy zero coupon securities at
a price below the amount payable at maturity. The difference between the price
and the amount paid at maturity represents interest on the zero coupon security.
This increases the market and credit risk of a zero coupon security, because an
investor must wait until maturity before realizing any return on the investment.

There are many forms of zero coupon securities. Some securities are
originally issued at a discount and are referred to as "zero coupon" or "capital
appreciation" bonds. Others are created by separating the right to receive
coupon payments from the principal due at maturity, a process known as "coupon
stripping." Treasury STRIPs, IOs, and POs are the most common forms of
"stripped" zero coupon securities. In addition, some securities give the issuer
the option to deliver additional securities in place of cash interest payments,
thereby increasing the amount payable at maturity. These are referred to as
"pay-in-kind" or "PIK" securities.

COMMERCIAL PAPER is an issuer's draft or note with a maturity of less
than nine months. Companies typically issue commercial paper to fund current
expenditures. Most issuers constantly reissue their commercial paper and use the
proceeds (or bank loans) to repay maturing paper. Commercial paper may default
if the issuer cannot continue to obtain liquidity in this fashion. The sort
maturity of commercial paper reduces both the market and credit risk as compared
to other debt securities of the same issuer.

BANK INSTRUMENTS are unsecured interest bearing deposits with banks.
Bank instruments include bank accounts, time deposits, certificates of deposit
and banker's acceptances. Instruments denominated in U.S. dollars and issued by
non-U.S. branches of U.S. or foreign banks are commonly referred to as
Eurodollar instruments. Instruments denominated in U.S. dollars are issued by
U.S. branches of foreign banks are referred to as Yankee instruments.

DEMAND INSTRUMENTS are corporate debt securities that the issuer must
repay upon demand. Other demand instruments require a third party, such as a
dealer or bank, to repurchase the security for its face value upon demand. The
Funds treat demand instruments as short-term securities, even though their
stated maturity may extend beyond one year. Insurance contracts include
guaranteed investment contracts, funding agreements and annuities.

GOVERNMENT OBLIGATIONS include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export-Import Bank of the United States,
Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association. No

B-3

<PAGE> 268

assurances can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

VARIABLE AND FLOATING RATE INSTRUMENTS are generally not rated by
credited rating agencies; however, the Investment Adviser under guidelines
established by the Trust's Board of Trustees will determine what unrated and
variable and floating rate instruments are of comparable quality at the time of
the purchase to rated instruments eligible for purchase by the Funds. In making
such determinations, the Investment Adviser considers the earning power, cash
flow and other liquidity ratios of the issuers of such instruments (such issuers
include financial, merchandising, bank holding and other companies) and will
monitor their financial condition. An active secondary market may not exist with
respect to particular variable or floating rate instruments purchased by a Fund.
The absence of such an active secondary market could make it difficult for a
Fund to dispose of the variable or floating rate instrument involved in the
event of the issuer of the instrument defaulting on its payment obligation or
during periods in which a Fund is not entitled to exercise its demand rights,
and a Fund could, for these or other reasons, suffer a loss to the extent of the
default. Variable and floating rate instruments may be secured by bank letters
of credit.

FOREIGN SECURITIES:

Foreign securities are securities of issuers based outside the U.S.
They are primarily denominated in foreign currencies and traded outside of the
United States. In addition to the risks normally associated with equity and
fixed income securities, foreign securities are subject to country risk and
currency risks. Trading in certain foreign markets is also subject to liquidity
risks.

FOREIGN EXCHANGE CONTRACTS are used by a Fund to convert U.S. dollars
into the currency needed to buy a foreign security, or to convert foreign
currency received from the sale of a foreign security into U.S. dollars ("spot
currency trades"). A Fund may also enter into derivative contracts in which a
foreign currency is an underlying asset. Use of these derivative contracts may
increase or decrease a Fund's exposure to currency risk.

FOREIGN GOVERNMENT SECURITIES generally consist of fixed income
securities supported by national, state, or provincial governments or similar
political subdivisions. Foreign government securities also include debt
obligations of supranational entities, such as international organizations
designed or supported by governmental entities to promote economic
reconstruction or development, international banking institutions and related
government agencies. Examples of these include, but are not limited to, the
International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Investment Bank and the Inter-American
Development Bank.

Foreign government securities also include fixed income securities of
"quasi-governmental agencies" which are either issued by entities that are owned
by a national, state or equivalent government or are obligations of a political
unit that are not backed by the national government's full faith and credit and
general taxing powers. Further, foreign government securities include
mortgage-related securities issued or guaranteed by national, state or
provincial governmental instrumentalities, including quasi-governmental
agencies.

B-4

<PAGE> 269

EURODOLLAR CONVERTIBLE SECURITIES are fixed income securities of a U.S.
issuer or a foreign issuer that are issued outside the United States and are
convertible into equity securities of the same or a different issuer. Interest
and dividends on Eurodollar securities are payable in U.S. dollars outside the
United States. Each Fund may invest without limitation in Eurodollar convertible
securities, subject to its investment policies and restrictions, that are
convertible into foreign equity securities listed, or represented by ADRs
listed, on the New York Stock Exchange or the American Stock Exchange or
convertible into publicly traded common stock of U.S. companies.

EURODOLLAR AND YANKEE DOLLAR INSTRUMENTS are bonds that pay interest
and principal in U.S. dollars held in banks outside the United States, primarily
in Europe. Eurodollar instruments are usually issued on behalf of multinational
companies and foreign governments by large underwriting groups composed of banks
and issuing houses from may countries. Yankee Dollar instruments are U.S. dollar
denominated bonds issued in the U.S. by foreign banks and corporations.

RISK MANAGEMENT AND RETURN ENHANCEMENT STRATEGIES

Each Fund may engage in various portfolio strategies, including using
derivatives, to reduce certain risks of its investments. A Fund, and thus its
investors, may lose money through any unsuccessful use of these strategies.
These strategies include the use of foreign currency forward contracts, options,
futures contracts and options thereon. A Fund's ability to use these strategies
may be limited by various factors, such as market conditions, regulatory limits
and tax considerations, and there can be no assurance that any of these
strategies will succeed. If new financial products and risk management
techniques are developed, each Fund may use them to the extent consistent with
its investment objectives and polices.

RISKS OF RISK MANAGEMENT AND RETURN ENHANCEMENT STRATEGIES.
Participation in the options and futures markets and in currency exchange
transactions involves investment risks and transaction costs to which a Fund
would not be subject absent the use of these strategies. A Fund, and thus its
investors, may lose money through any unsuccessful use of these strategies. If
the Fund Manager's predictions of movements in the direction of the securities,
foreign currency or interest rate markets are inaccurate, the adverse
consequences to a Fund may leave the Fund in a worse position than if such
strategies were not used. Risk inherent in the use of options, foreign currency
and futures contracts and options on futures contracts include (1) dependence on
the Fund Manager's ability to predict correctly movements in the direction of
interest rates, securities prices and currency markets; (2) imperfect
correlation between the price of options and futures contracts and options
thereon and movements in the prices of the securities being hedged; (3) the fact
that skills needed to use these strategies are different from those needed to
select portfolio securities; (4) the possible absence of a liquid secondary
market for any particular instrument at any time; (5) the risk that the
counterparty may be unable to complete the transaction; and (6) the possible
liability of a Fund to purchase or sell a portfolio security at a
disadvantageous time, due to the need for a Fund to maintain "cover" or to
segregate assets in connection with hedging transactions.

DERIVATIVES:

INDEX AND CURRENCY-LINKED SECURITIES are debt securities of companies
that call for interest payments and/or payment at maturity in different terms
than the typical note where the borrower agrees to make fixed interest payments
and to pay a fixed sum at maturity. Principal and/or interest payments on an

B-5
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index-linked note depend on the performance of one or more market indices, such
as the S&P 500 Index or a weighted index of commodity futures such as crude oil,
gasoline and natural gas. The Funds may also invest in "equity linked" and
"currency-linked" debt securities. At maturity, the principal amount of an
equity-linked debt security is exchanged for common stock of the issuer or is
payable in an amount based on the issuer's common stock price at the time of
maturity. Currency-linked debt securities are short-term or intermediate term
instruments having a value at maturity, and/or an interest rate, determined by
reference to one or more foreign currencies. Payment of principal or periodic
interest may be calculated as a multiple of the movement of one currency against
another currency, or against an index.

MORTGAGE-RELATED SECURITIES are derivative interests in pools of
mortgage loans made to U.S. residential home buyers, including mortgage loans
made by savings and loan institutions, mortgage bankers, commercial banks and
others. Pools of mortgage loans are assembled as securities for sale to
investors by various governmental, government-related and private organizations.

U.S. MORTGAGE PASS-THROUGH SECURITIES. Interests in pools of
mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates. Instead, these
securities provide a monthly payment which consists of both interest and
principal payments. In effect, these payments are a "pass-through" of the
monthly payments made by the individual borrowers on their residential mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by repayments of principal resulting from the
sale of the underlying residential property, refinancing or foreclosure, net of
fees or costs which may be incurred. Some mortgage-related securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified pass-thoughts." These securities entitle the holder to receive all
interest and principal payments owed on the mortgage pool, net of certain fees,
at the scheduled payment dates regardless of whether or not the mortgagor
actually makes the payment.

The principal governmental guarantor of U.S. mortgage-related
securities is the Government National Mortgage Association ("GNMA"). GNMA is a
wholly owned United States Government corporation within the Department of
Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the United States Government, the timely payment of
principal and interest on securities issued by institutions approved by GNMA
(such as savings and loan institutions, commercial banks and mortgage bankers)
and backed by pools of mortgages insured by the Federal Housing Agency or
guaranteed by the Veterans Administration.

Government-related grantors include the Federal National Mortgage
Association ("FNMA") and the Federal Home loan Mortgage Corporation ("FHLMC").
FNMA is a government-sponsored corporation owned entirely by private
stockholders and subject to general regulation by the Secretary of Housing and
Urban Development. FNMA purchases conventional residential mortgages not insure
or guaranteed by any government agency from a list of approved seller/services
which include state and federally chartered savings and loan associations,
mutual savings banks, commercial banks and credit unions and mortgage bankers.
FHLMC is a government-sponsored corporation created to increase availability of
mortgage credit for residential housing and owned entirely by private
stockholders. FHLMC issues participation certificates which represent interests
in conventional mortgages from FHLMC's national portfolio. Pass-through
securities issued by FNMA and participation certificates issued by FHLMC are
guaranteed as to timely payment of principal and interest by FNMA and FHLMC,
respectively, but are not backed by the full faith and credit of the United
States Government.

Although the underlying mortgage loans in a pool may have maturities of
up to 30 years, the actual average life of the pool certificates typically will
be substantially less because the mortgages will be subject to normal principal
amortization and may be prepaid prior to maturity. Prepayment rates vary widely
and may be affected by changes in market interest rates. In periods of falling
interest rates, the rate of prepayment tends to increase, thereby shortening the
actual average life of the pool certificates. In the even higher than
anticipated prepayments of principal, a Fund may be subject to reinvestment in a
market

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of lower interest rates. Conversely, when interest rates are rising, the rate of
prepayments tends to decrease, thereby lengthening the actual average life of
the certificates. Accordingly, it is not possible to predict accurately the
average life of a particular pool.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOs"). A domestic or foreign CMO
in which a Fund may invest is a hybrid between mortgage-backed bond and a
mortgage pass-through security. Like a bond, interest is paid, in most cases,
semiannually. CMOs may be collateralized by whole mortgage loans, but are more
typically collateralized by portfolios of mortgage pass through securities
guaranteed by GNMA, FHLMC, FNMA or equivalent foreign entities.

CMOs are structured into multiple classes, each bearing a different
stated maturity. Actual maturity and average life depend upon the prepayment
experience of the collateral. CMOs provide for a modified form of call
protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal and
interest received from the pool of underlying mortgages, including prepayments,
is first returned to the class having the earliest maturity date or highest
maturity. Classes that have longer maturity dates and lower seniority will
receive principal only after the higher class has been retired.

ASSET BACKED SECURITIES are payable from pools of obligations other
than mortgages. Almost any type of fixed income assets (including other fixed
income securities) may be used to create an asset backed security. However, most
asset backed securities involve consumer or commercial debts with maturities of
less than ten years. Asset backed securities may take the form of commercial
paper or notes, in addition to pass through certificates. Asset backed
securities may also resemble some types of CMOs, such as Floaters, Inverse
Floaters, IOs and POs.

Historically, borrowers are more likely to refinance their mortgage
than any other type of consumer debt or short term commercial debt. In addition,
some asset backed securities use prepayment to buy addition assets, rather than
paying off the securities. Therefore, although asset backed securities may have
some prepayment risks, they generally do not present the same degree of risk as
mortgage backed securities.

SYNTHETIC CONVERTIBLE SECURITIES are derivative positions composed of
two or more different securities whose investment characteristics, taken
together, resemble those of convertible securities. For example, a Fund may
purchase a non-convertible debt security and a warrant or option, which enables
the Fund to have a convertible-like position with respect to a company, group of
companies or stock index. Synthetic convertible securities are typically offered
by financial institutions and investment banks in private placement
transactions. Upon conversion, a Fund generally receives an amount in cash equal
to the difference between the conversion price and the then current value of the
underlying security. Unlike a true convertible security, a synthetic convertible
comprises two or more separate securities, each with its own market value.
Therefore, the market value of a synthetic convertible is the sum of the values
of its fixed-income component and its convertible component. For this reason,
the values of a synthetic convertible and a true convertible security may
respond differently to market fluctuations. A Fund only invests in synthetic
convertibles with respect to companies whose corporate debt securities are rated
"A" or higher by Moody's or "A" or higher by Standard and Poor's.

OPTIONS AND FUTURES:

OPTIONS are rights to buy or sell an underlying asset for a specified
price (the exercise price) during, or at the end of, a specified period of time.
A call option gives the holder (buyer) the right to purchase the underlying
asset from the seller (writer) of the option. A put option gives the holder the
right to sell the underlying asset to the writer of the option. The writer of
the option receives a payment, or "premium", from the buyer, which the writer
keeps regardless of whether the buyer uses (or exercises) the option.

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The Funds may:

- Buy call options on foreign currency in anticipation of an increase in
the value of the underlying asset.

- Buy put options on foreign currency, portfolio securities, and futures
in anticipation of a decrease in the value of the underlying asset.

- Write call options on portfolio securities and futures to generate
income from premiums, and in anticipation of a decrease or only limited
increase in the value of the underlying asset. If a call written by a
Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise
price plus the premium received. When a Fund writes options on futures
contracts, it will be subject to margin requirements similar to those
applied to futures contracts.

STOCK INDEX OPTIONS. Each Fund may also purchase put and call options
with respect to U.S. and global stock indices. The Funds may purchase such
options as a hedge against changes in the values of portfolio securities or
securities which they intend to purchase or sell, or to reduce risks inherent in
the ongoing management of the Funds.

The distinctive characteristics of options on stock indices create
certain risks not found in stock options generally. Because the value of an
index option depends upon movements in the level of the index rather than the
price of a particular stock, whether the Fund will realize a gain or loss on the
purchase or sale of an option on an index depends upon movements in the level of
stock prices in the stock market generally rather than movements in the price of
a particular stock. Accordingly, successful use by a Fund of options on a stock
index depends on the Fund Manager's ability to predict correctly movements in
the direction of the stock market generally. This requires different skills and
techniques than predicting changes in the price of individual stocks.

Index prices may be distorted if circumstances disrupt trading of
certain stocks included in the index, such as if trading were halted in a
substantial number of stocks included in the index. If this happens, A Fund
could not be able to close out options which it had purchased, and if
restrictions on exercise were imposed, a Fund might be unable to exercise an
option it holds, which could result in substantial losses to the Fund. The Funds
purchase put or call options only with respect to an index which the Investment
Adviser believes includes a sufficient number of stocks to minimize the
likelihood of a trading halt in the index.

FOREIGN CURRENCY OPTIONS. Each Fund may buy or sell put and call
options on foreign currencies. A put or call option on foreign currency gives
the purchaser of the option the right to sell or purchase a foreign currency at
the exercise price until the option expires. The Funds use foreign currency
options separately or in combination to control currency volatility. Among the
strategies employed to control currency volatility is an option collar. An
option collar involves the purchase of a put option and the simultaneous sale of
a call option on the same currency with the same expiration date but with
different exercise (or "strike") prices. Generally, the put option will have an
out-of-the-money strike price, while the call option will have either an
at-the-money strike price of an in-the-money strike prices. Foreign currency
options are derivative securities. Currency options traded on U.S. or other
exchanges may be subject to position limits which may limit the ability of the
Funds to reduce foreign currency risk using such options.

As with other kinds of option transactions, writing options on foreign
currency constitutes only a partial hedge, up to the amount of the premium
received. The Funds could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on foreign currency may constitute an effective hedge against exchange
rate fluctuations; however, in the event of exchange rate movements adverse to a
Fund's position, the Fund may forfeit the entire amount of the premium plus
related transaction costs.

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FORWARD CURRENCY CONTRACTS. Each Fund may enter into forward currency
contracts in anticipation of changes in currency exchange rates. A forward
currency contract is an obligation to purchase or sell a specific currency at a
future date, which may be any fix number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. For
example, a Fund might purchase a particular currency 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. For example, a Fund might
purchase a particular currency or enter into a forward currency contract to
preserve the U.S. dollar price of securities it intends to or has contracted to
purchase. Alternatively, it might sell a particular currency on either a spot or
forward basis to hedge against an anticipated decline in the dollar value of
securities it intends to or has contracted to sell. Although this strategy could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain from an increase in the value of the
currency.

FUTURES CONTRACTS provide for the future sale by one party and purchase
by another party of a specified amount of an underlying asset at a price, date,
and time specified when the contract is made. Futures contracts traded OTC are
frequently referred to as "forward contracts". Entering into a contract to buy
is commonly referred to as buying or purchasing a contract or holding a long
position. Entering into a contract to sell is commonly referred to as selling a
contract or holding a short position. Futures are considered to be commodity
contracts.

The Funds may buy and sell interest rate or financial futures, futures
on indices, foreign currency exchange contracts, forward foreign currency
exchange contracts, foreign currency options, and foreign currency futures
contracts.

INTEREST RATE OR FINANCIAL FUTURES CONTRACTS. Each Fund may invest in
interest rate or financial futures contracts. Bond prices are established in
both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures markets, a contract is made to purchase or sell a bond in the future for
a set price on a certain date. Historically, the prices for bonds established in
the futures markets have generally tended to move in the aggregate in concert
with cash market prices, and the prices have maintained fairly predictable
relationships.

The sale of an interest rate or financial future sale by a Fund
obligates the Fund, as seller, to deliver the specific type of financial
instrument called for in the contract at a specific future time for a specified
price. A futures contract purchased by a Fund obligates the Fund, as purchaser,
to take delivery of the specific type of financial instrument at a specific
future time at a specific price. The specific securities delivered or taken,
respectively, at settlement date, would not be determined until at or near that
date. The determination would be in accordance with the rules of the exchange on
which the futures contract sale or purchase was made.

Although interest rate or financial futures contracts by their terms
call for actual delivery or acceptance of securities, in most cases the
contracts are closed out before the settlement date without delivery of
securities. A Fund closes out a futures contract sale by entering into a futures
contract purchase for the same aggregate amount of the specific type of
financial instrument and the same delivery date. If the price in the sale
exceeds the price in the offsetting purchase, the Fund receives the difference
and thus realizes a gain. If the offsetting purchase price exceeds the sale
price, the Fund pays the difference and realizes a loss. Similarly, the Fund
closes out a futures contract purchase by entering into a futures contract sale.
If the offsetting sale price exceeds the purchase price, the Fund realizes a
gain, and if the purchase price exceeds the offsetting sale price, the Fund
realizes a loss.

OPTIONS ON FUTURES CONTRACTS. The Funds may purchase options on the
futures contracts they can purchase or sell, as described above. A futures
option gives the holder, in return for the premium paid, the right to buy (call)
from or sell (put) to the writer of the option a futures contract at a specified
price at

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any time during the period of the option. Upon exercise, the writer of the
option is obligated to pay the difference between the cash value of the futures
contract and the exercise price. Like the buyer or seller of a futures contract,
the holder or writer of an option has the right to terminate its position prior
to the scheduled expiration of the option by selling, or purchasing an option of
the same series, at which time the person entering into the closing transaction
will realize a gain or loss. There is no guarantee that such closing
transactions can be effected.

Investments in futures options involve some of the same considerations
as investments in futures contracts (for example, the existence of a liquid
secondary market). In addition, the purchase of an option also entails the risk
that changes in the value of the underlying futures contract will not be fully
reflected in the value of the option. Depending on the pricing of the contract
will note be fully reflected in the value of the option. Depending on the
pricing of the option compared to either the futures contract upon which it is
based, or upon the price of the securities being hedged, an option may or may
not be less risky than ownership of the futures contract or such securities. In
general, the market prices of options are more volatile than the market prices
on the underlying futures contracts. Compared to the purchase or sale of futures
contracts, however, the purchase of call or put options on futures contracts may
frequently involve less potential risk to the Funds because the maximum amount
at risk is limited to the premium paid for the options (plus transaction costs).

RISKS OF TRANSACTIONS IN OPTIONS AND FUTURES CONTRACTS. There are
several risks related to the use of futures as a hedging device. One risk arises
because of the imperfect correlation between movements in the price of the
options or futures contract and movements in the price of the securities which
are the subject of the hedge. The price of the contract may move more or less
than the price of the securities being hedged. If the price of the contract
moves less than the price of the securities which are the subject of the hedge,
the hedge will not be fully effective, but if the price of the securities being
hedged has moved in an unfavorable direction, a Fund would be in a better
position than if it had not hedged at all. If the price of the security being
hedged has moved in a favorable direction, this advantage will be partially
offset by the loss on the contract. If the price of the future moves more than
the price of the hedged securities, the Fund will experience either a loss or a
gain on the contract which will not be completely offset by movements in the
price of the securities which are subject to the hedge.

When contracts are purchased to hedge against a possible increase in
the price of securities before a Fund is able to invest its cash (or cash
equivalents) in securities (or options) in an orderly fashion, it is possible
that the market may decline instead. If a Fund then decides not to invest in
securities or options at that time because of concern as to possible further
market decline or for other reasons, it will realize a loss on the contract that
is not offset by a reduction in the price of securities purchased.

Although the Funds intend to purchase or sell contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular time.
In such event, it may not be possible to close a futures position, and in the
event of adverse price movements, the Funds would continue to be required to
make daily cash payments of variation margin.

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Most United States futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of
the trading session. Once the daily limit has been reached in a particular type
of futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses, because the limit may prevent
the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses.

Successful use of futures by a Fund depends on the Fund Manager's
ability to predict correctly movements in the direction of the market. For
example, if the Fund hedges against the possibility of a decline in the market
adversely affecting stocks held in its portfolio and stock prices increase
instead, the Fund will lose part or all of the benefit of the increased value of
the stocks which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. The Fund may have to sell
securities at a time when it may be disadvantageous to do so.

In the event of the bankruptcy of a broker through which a Fund engages
in transactions in futures contracts or options, the Fund could experience
delays and losses in liquidating open positions purchased or sold through the
broker, and incur a loss of all or part of its margin deposits with the broker.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND RELATED OPTIONS

Excepts as described below under "Non Hedging Strategic Transactions",
a Fund will not engage in transactions in futures contracts or related options
for speculation, but only as a hedge against changes resulting from market
conditions in the values of securities held in a Fund's portfolio or which it
intends to purchase and where the transactions are economically appropriate to
the reduction of risks inherent in the ongoing management of the Fund. A Fund
may not purchase or sell futures or purchase related options if, immediately
thereafter, more than 25% of its net assets would be hedged. A Fund also may not
purchase or sell futures or purchase related options if, immediately thereafter,
the sum of the amount of margin deposits on the Fund's existing futures
positions and premiums paid for such options would exceed 5% of the market value
of the Fund's net assets.

Upon the purchase of futures contracts, a Fund will deposit an amount
of cash or liquid debt or equity securities, equal to the market value of the
futures contracts, in a segregated account with the Custodian or in a margin
account with a broker to collateralize the position and thereby insure that the
use of such futures is unleveraged.

These restrictions, which are derived from current federal and state
regulations regarding the use of options and futures by mutual funds, are not
"fundamental restrictions" and the Directors of the Corporation may change them
if applicable law permits such a change and the change is consistent with the
overall investment objective and policies of a Fund.

INTEREST RATE AND CURRENCY SWAPS:

For hedging purposes, each Fund may enter into interest rate and
currency swap transactions and purchase or sell interest rate and currency caps
and floors. An interest rate or currency swap involves an agreement between a
Fund and another party to exchange payments calculated as if they were interest
on a specified ("notional") principal amount (e.g., an exchange of floating rate
payments by one party for fixed rate payments by the other). An interest rate
cap or floor entitles the purchaser, in the exchange for a premium, to receive
payments of interest on a notional principal amount from the seller of the cap
or floor, to the extent that a specified reference rate exceeds or falls below a
predetermined level.

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CROSS-CURRENCY SWAPS. A cross-currency swap is a contract between two
counterparties to exchange interest and principal payments in different
currencies. A cross-currency swap normally has an exchange of principal at
maturity (the final exchange); and exchange of principal at the start of the
swap (the initial exchange) is optional. An initial exchange of notional
principal amounts at the spot exchange rate serves the same function as a spot
transaction in the foreign exchange market (for an immediate exchange of foreign
exchange risk). An exchange at maturity of notional principal amounts at the
spot exchange rate serves the same function as a forward transaction in the
foreign exchange market (for a future transfer of foreign exchange risk). The
currency swap market convention is to use the spot rate rather than the forward
rate for the exchange at maturity. The economic difference is realized through
the coupon exchanges over the life of the swap. In contrast to single currency
interest rate swaps, cross-currency swaps involve both interest rate risk and
foreign exchange risk.

SWAP OPTIONS. Each Fund may invest in swap options. A swap option is a
contract that gives a counterparty the right (but not the obligation) to enter
into a new swap agreement or to shorten, extend, cancel or otherwise change an
existing swap agreement, at some designated future time on specified terms. It
is different from a forward swap, which is a commitment to enter into a swap
that starts at some future date with specified rates. A swap option may be
structured European-style (exercisable on the pre-specified date) or
American-style (exercisable during a designated period). The right pursuant to a
swap option must be exercised by the right holder. The buyer of the right to
receive fixed pursuant to a swap option is said to own a call.

SECURITIES SWAPS. Each Fund may enter into securities swaps, a
technique primarily used to indirectly participate in the securities market of a
country from which a Fund would otherwise be precluded for lack of an
established securities custody and safekeeping system. The fund deposits an
amount of cash with its custodian (or the broker, if legally permitted) in an
amount equal to the selling price of the underlying security. Thereafter, the
Fund pays or receives cash from the broker equal to the change in the value of
the underlying security.

INTEREST RATE SWAPS. As indicated above, an interest rate swap is a
contract between two entities ("counterparties") to exchange interest payments
(of the same currency) between the parties. In the most common interest rate
swap structure, one counterparty agrees to make floating rate payments to the
other counterparty, which in turn makes fixed rate payments to the first
counterparty. Interest payments are determined by applying the respective
interest rates to an agreed upon amount, referred to as the "notional principal
amount." In most such transactions, the floating rate payments are tied to the
London Interbank Offered Rate, which is the offered rate for short-term
Eurodollar deposits between major international banks. As there is no exchange
of principal amounts, an interest rate swap is not in investment or a borrowing.

RISKS ASSOCIATED WITH SWAPS. The risks associated with interest rate
and currency swaps and interest rate caps and floors are similar to those
described above with respect to dealer options. In connection with such
transactions, a Fund relies on the other party to the transaction to perform its
obligations pursuant to the underlying agreement. If there were a default by the
other party to the transaction, the Fund would have contractual remedies
pursuant to the agreement, but could incur delays in obtaining the expected
benefit of the transaction or loss of such benefit. In the event of insolvency
of the other party, the Fund might be unable to obtain its expected benefit. In
addition, while each Fund will seek to enter into such transactional only with
parties which are capable of entering into closing transactions with the Fund,
there can be no assurance that a Fund will be able to close out such a
transaction with the other party, or obtain an offsetting position with any
other party, at any time prior to the end of the term of the underlying
agreement. This may impair a Fund's ability to enter into other transactions at
a time when doing so might be advantageous.

A Fund usually enter into such transactions on a "net" basis, with the
Fund receiving or paying, as the case may be, only the net amount of the two
payment streams. The net amount of accrued on a daily

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basis, and an amount of cash or high-quality liquid securities having an
aggregate net asset value at least equal to the accrued excess is maintained in
a segregated account by the Corporation's custodian. If a Fund enters into a
swap on other than a net basis, or sells caps or floors, the Fund maintains a
segregated account of the full amount accrued on a daily basis of the fund's
obligations with respect to the transaction. Such segregated accounts are
maintained in accordance with applicable regulations of the Commission.

A Fund will not enter into any of these transactions unless the
unsecured senior debt or the claims paying ability of the other party to the
transaction is rated at least "high quality" at the time of the purchase by at
least one of the established rating agencies (e.g., AAA or AA by S&P).

SPECIAL TRANSACTIONS

TEMPORARY INVESTMENTS. The Funds may temporarily depart from their
principal investment strategies in response to adverse market, economic,
political or other conditions by investing their assets in cash, cash items, and
short-term, higher quality debt securities. A Fund may do this to minimize
potential losses and maintain liquidity to meet shareholder redemptions during
adverse market conditions. A defensive posture taken by a Fund may result in a
Fund failing to achieve its investment objective.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund may
invest its assets in securities of other investment companies as an efficient
means of carrying out its investment policies. It should be noted that
investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicate expenses.

"ROLL" TRANSACTIONS. Each Fund may enter into "roll" transactions,
which are the sale of GNMA certificates and other securities together with a
commitment to purchase similar, but not identical, securities at a later date
from the same party. During the roll period, a Fund forgoes principal and
interest paid on the securities. The Fund is compensated by the difference
between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale. Like
when-issued securities or firm commitment agreements, roll transactions involve
the risk that the market value of the securities sold by the Fund may decline
below the price at which the Fund is committed to purchase similar securities.
Additionally, in the event the buyer of securities under a roll transaction
files for bankruptcy or becomes insolvent, the Fund's use of the proceeds of the
transactions may be restricted pending a determination by the other party, or
its trustee or receiver, whether to enforce the Fund's obligation to repurchase
the securities.

A Fund will engage in roll transactions for the purpose of acquiring
securities for its portfolio consistent with its investment objective and
policies and not for investment leverage. Nonetheless, roll transactions are
speculative techniques and are considered to be the economic equivalent of
borrowings by the Fund. To avoid leverage, the Fund will establish a segregated
account with its custodian in which it will maintain liquid assets in an amount
sufficient to meet is payment obligations with respect to these transactions. A
Fund will not enter into roll transactions if, as a result, more than 15% of the
fund's net assets would be segregated to cover such contracts.

NON-HEDGING STRATEGIC TRANSACTIONS

Each Fund's options, futures and swap transactions will generally be
entered into for hedging purposes--to protect against possible changes in the
market values of securities held in or to be purchased for the Fund's portfolio
resulting from securities markets, currency or interest rate fluctuations, to
protect the Fund's unrealized gains in the values of its portfolio securities,
to facilitate the sale of such securities for investment purposes, to manage the
effective maturity or duration of the Fund's portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchase or
sale of particular securities. However, in addition to the hedging transactions
referred to above, the Global Health Care Fund may enter into options, futures
and swap transactions to enhance potential gain in circumstances where hedging
is not involved.

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Each Fund's net loss exposure resulting from transactions will not exceed 5% of
the Fund's net assets at any one time and, to the extent necessary, the Fund
will close out transactions in order to comply with this limitation. Such
transactions are subject to the limitations described above under "Options,"
"Futures Contracts," and "Interest Rate and Currency Swaps".

REPURCHASE AGREEMENTS are agreements are transactions in which a Fund
buys a security from a dealer or bank and agrees to sell the security back at a
mutually agreed upon time and price. Pursuant to such agreements, the Fund
acquires securities from financial institutions as are deemed to be creditworthy
by the Investment Adviser, subject to the seller's agreement to repurchase and
the Fund's agreement to resell such securities at a mutually agreed upon date
and price. The repurchase price generally equals the price paid by the Fund plus
interest negotiated on the basis of current short-term rates (which may be more
or less than the rate on the underlying portfolio security). Securities subject
to repurchase agreements will be held by the Fund's custodian or in the Federal
Reserve/Treasury Book-Entry System or an equivalent foreign system. The seller
under a repurchase agreement will be required to maintain the value of the
underlying securities at not less than 102% of the repurchase price under the
agreement . If the seller defaults on its repurchase obligation, the Fund
holding the repurchase agreement will suffer a loss to the extent that the
proceeds from a sale of the underlying securities is less than the repurchase
price under the agreement. Bankruptcy or insolvency of such a defaulting seller
may cause the Fund's rights with respect to such securities to be delayed or
limited. Repurchase agreements may be considered to be loans under the
Investment Company Act.

A Fund's custodian is required to take possession of the securities
subject to repurchase agreements. The Investment Adviser or the custodian will
monitor the value of the underlying security each day to ensure that the value
of the security always equals or exceeds the repurchase price.

REVERSE REPURCHASE AGREEMENTS. Each Fund may enter into reverse
repurchase agreements, which involve the sale of a security to a Fund and its
agreement to repurchase the security (or, in the case of mortgage-backed
securities, substantially similar but not identical securities) at a specified
time and price. A Fund will maintain in a segregated account with its custodian
cash, U.S. Government securities or other appropriate liquid securities in an
amount sufficient to cover its obligations under these agreements with
broker-dealers (no such collateral is required on such agreements with banks).
Under the Investment Company Act, these agreements may be considered borrowings
by the Funds, an are subject to the percentage limitations on borrowings
describe below. The agreements are subject to the same types of risks as
borrowings.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS.
Each Fund may purchase securities on a "when-issued," forward commitment or
delayed settlement basis. In this event, a Fund's custodian will set aside cash
or liquid portfolio securities equal to the amount of the commitment in a
separate account. Normally, the custodian will set aside portfolio securities to
satisfy a purchase commitment. In such a case, a Fund may be required
subsequently to place additional assets in the separate account in order to
assure that the value of the account remains equal to the amount of the Fund's
commitment. It may be expected that a Fund's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash.

The Funds do not intend to engage in these transactions for speculative
purposes but only in furtherance of their investment objectives. Because a Fund
will set aside cash or liquid portfolio securities to satisfy its purchase
commitments in the manner described, the Fund's liquidity and the ability of the
Investment Adviser to manage it may be affected in the event the Fund's forward
commitments, commitments to purchase when-issued securities and delayed
settlements ever exceed 15% of the value of its net assets.

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When a Fund engages in when-issued, forward commitments and delayed
settlement transactions, it relies on the other party to consummate the trade.
Failure of such party to do so may result in a Fund's incurring a loss or
missing an opportunity to obtain a price credited to be advantageous.

BORROWING. Each Fund may borrow money through lines of credit, reverse
repurchase agreements, and other techniques. All borrowings by a Fund cannot
exceed one-third of a Fund's total assets.

The use of borrowing by a Fund involves special risk considerations
that may not be associated with other funds having similar objectives and
policies. Since substantially all of a Fund's assets fluctuate in value, whereas
the interest obligation resulting form a borrowing remain fixed by the terms of
the Fund's agreement with its lender, the asset value per share of the Fund
tends to increase more when its portfolio securities increase in value and to
decrease more when its portfolio assets decrease in value than would otherwise
be the case if the Fund did not borrow funds. In addition, interest costs on
borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on borrowed funds. Under adverse
market conditions, the Fund might have to sell portfolio securities to meet
interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, each
Fund may lend portfolio securities in an amount up to 30% of total Fund assets
to broker-dealers, major banks, or other recognized domestic institutional
borrowers of securities. No lending may be made with any companies affiliated
with the Fund Manager. The Funds may lend securities only to financial
institutions such as banks, broker/ dealers and other recognized institutional
investors in amounts up to 30% of the Fund's total assets. These loans earn
income for the Funds and are fully collateralized by cash, securities or letters
of credit. The Funds invest cash collateral in securities of other investment
companies managed in accordance with Rule 2a-7 of the Investment Company Act of
1940 ("money market mutual funds"). The Funds might experience a loss if the
financial institution defaults on the loan.

The borrower at all times during the loan must maintain with the Fund
cash or cash equivalent collateral or provide to the Funds an irrevocable letter
of credit equal in value to at least 102% of the value of domestic and 105% of
the value of foreign securities loaned. During the time portfolio securities are
on loan, the borrower pays the Funds any interest paid on such securities, and
the Funds may invest the cash collateral and earn additional income, or it may
receive an agreed-upon amount of interest income from the borrower who has
delivered equivalent collateral or a letter of credit. Loans are subject to
termination at the option of the Funds or the borrower at any time. The Funds
may pay reasonable administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the income earned on the collateral to the
borrower or placing broker. As with other extensions of credit, there are risks
of delay in recovery or even loss of rights in the collateral should the
borrower fail financially.

SHORT SALES. Certain Funds may make short sales of securities they own
or have the right to acquire at no added cost through conversion or exchange or
other securities they own (referred to as short sales "against the box") and
short sales of securities which they do not own or have the right to acquire.

In a short sale that is not "against the box," a Fund sells a security
which it does not own, in anticipation of a decline in the market value of the
security. To complete the sale, the Fund must borrow the security (generally
from the broker through which the short sale is made) in order to make delivery
to the buyer. The Fund must replace the security borrowed by purchasing it at
the market price at the time of replacement. The Fund is said to have a "short
position" in the securities sold until it delivers them to the broker. The
period during which the Fund has a short position can range from one day to more
than a year. Until the Fund replaces the security, the proceeds of the short
sale are retained by the broker, and the Fund must pay to the broker a
negotiated portion of any dividends or interest which accrue during the period
of the loan. To meet current margin requirements, the Fund must deposit with the
broker additional cash or securities so that it maintains with the broker a
total deposit equal to 150% of the current market value of the securities sold
short (100% of the current market value if a security is held in the account
that is convertible or exchangeable into the security sold short within 90 days
without restriction other than the payment of money).

Since a Fund in effect profits from a decline in the price of the
securities sold short without the need to invest the full purchase price of the
securities on the date of the short sale, the Fund's net asset value per share
tends to increase more when the securities it has sold short increase in value,
than would otherwise be the case if it had not engage in such short sale. The
amount of any gain will be decreased, and the amount of any loss increased, by
the amount of any premium, dividends or interest the Fund may be required to pay
in connection with the short sale. Short sales theoretically involve unlimited
loss potential, as the market price of securities sold short may continually
increase, although a Fund may mitigate such losses by replacing the securities
sold short before the market price has increased significantly. Under adverse
market conditions the Fund might have difficulty purchasing securities to meet
its short sale delivery obligations, and might have to sell portfolio securities
to raise the capital necessary to meet its short sale obligations at a time when
fundamental investment considerations would not favor such sales.

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ILLIQUID SECURITIES. Historically, illiquid securities have included
securities subject to contractual or legal restrictions on resale because they
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), securities which are otherwise not readily marketable and
repurchase agreements having a maturity of longer than seven days. Limitations
on resale may have an adverse effect on the marketability of portfolio
securities and the Fund night be unable to dispose of restricted or other
illiquid securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemption within seven days. The Fund might
also have to register such restricted securities in order to dispose of them,
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments. [IF SUCH SECURITIES ARE SUBJECT TO PURCHASE BY INSTITUTIONAL BUYERS
IN ACCORDANCE WITH RULE 144A PROMULGATED BY THE COMMISSION UNDER THE SECURITIES
ACT, THE CORPORATION'S BOARD OF DIRECTORS HAS DETERMINED THAT SUCH SECURITIES
ARE NOT ILLIQUID SECURITIES NOTWITHSTANDING THEIR LEGAL OR CONTRACTUAL
RESTRICTIONS ON RESALE. IN ALL OTHER CASES, HOWEVER, SECURITIES SUBJECT TO
RESTRICTIONS ON RESALE WILL BE DEEMED ILLIQUID.] Investing in restricted
securities eligible for resale under Rule 144A could have the effect of
increasing the level of illiquidity in the Funds to the extent that qualified
institutional buyers become uninterested in purchasing such securities.

The Global Health Care and Emerging Countries Funds may invest in
foreign securities that are restricted against transfer within the United States
or to United States persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions. Unless
these securities are acquired directly from the issuer or its underwriter, the
Funds treat foreign securities whose principal market is abroad as not subject
to the investment limitation on securities subject to legal or contractual
restrictions on resale.

DIVERSIFICATION

Each Fund (except the Global Health Care Fund) is "diversified" within
the meaning of the Investment Company Act. In order to qualify as diversified, a
Fund must diversify its holdings so that at all times at least 75% of the value
of its total assets is represented by: (1) cash and cash items, Government
securities and securities of other investment companies; and (2) other
securities except that the Fund may not invest more than 5% of its total assets
in the securities of any single issuer or own more than 10% of the outstanding
voting securities of any one issuer. The Global Health Care Fund is a
non-diversified fund for Investment Company Act purposes but is diversified for
Internal Revenue Code purposes. Under the Internal Revenue Code the Funds must
have at least 50% of the value of their total assets represented by: (1) cash
and cash items, Government securities and securities of other investment
companies; and (2) other securities except that the Fund may not invest more
than 5% of its total assets in the securities of any single issuer or own more
than 10% of the outstanding voting securities of any one issuer.

To the extent that the Global Health Care Fund invests heavily in a
single issuer, its performance could suffer significantly from adverse events
affecting that issuer. The value of an individual security or a particular type
of security can be more volatile than the market as a whole and can perform
differently than the value of the market as a whole.

INVESTMENT RESTRICTIONS

THE CORPORATION, ON BEHALF OF THE FUNDS, HAS ADOPTED THE FOLLOWING
FUNDAMENTAL POLICIES THAT CANNOT BE CHANGED WITHOUT THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE OUTSTANDING SHARES OF THE APPROPRIATE FUND (AS DEFINED IN THE
INVESTMENT COMPANY ACT).

All percentage limitations set forth below apply immediately after a
purchase or initial investment, and any subsequent change in any applicable
percentage resulting from market fluctuations will not require elimination of
any security from the relevant portfolio.

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The investment objective of each Fund is a fundamental policy. In
addition, no Fund:

1. May (except the Global Health Care Fund) invest in securities
of any one issuer if more than 5% of the market value of its
total assets would be invested in the securities of such
issuer, except that up to 25% of a Fund's total assets may be
invested without regard to this restriction. This restriction
also does not apply to investments by a Fund in securities of
the U.S. Government or any of its agencies or
instrumentalities. [THE GLOBAL HEALTH CARE FUND, WITH RESPECT
TO 50% OF THE VALUE OF THE FUND'S TOTAL ASSETS, WILL NOT
PURCHASE SECURITIES OF ANY ONE ISSUER (OTHER THAN CASH, CASH
ITEMS, OR SECURITIES ISSUED OR GUARANTEED BY THE GOVERNMENT OF
THE UNITED STATES OR ITS AGENCIES OR INSTRUMENTALITIES) IF AS
A RESULT MORE THAN 5% OF THE VALUE OF ITS TOTAL ASSETS WOULD
BE INVESTED IN THE SECURITIES OF THAT ISSUER, AND THE FUND
WILL NOT ACQUIRE MORE THAN 10% OF THE OUTSTANDING VOTING
SECURITIES OF ANY ONE ISSUER.]

2. May purchase more than 10% of the outstanding voting
securities, or of any class of securities, or any one issuer,
or purchase the securities of any issuer for the purpose of
exercising control or management.

3. May (except the Global Health Care Fund, which may invest at
least 25%) invest 25% or more of the market value of its total
assets in the securities of issuers in any one particular
industry. This restriction does not apply to investments by a
Fund in securities of the U.S. Government or its agencies and
instrumentalities.

4. May purchase or sell real estate. However, a Fund may invest
in securities secured by, or issued by companies that invest
in, real estate or interest in real estate.

5. May make commercial loans of money, except that a Fund may
purchase debt instruments and certificates of deposit and
enter into repurchase agreements. Each Fund reserves the
authority to make loans of its portfolio securities in an
aggregate amount not exceeding 30% of the value of its total
assets.

6. May borrow money on a secured or unsecured basis, provided
that, pursuant to the Investment Company Act, a Fund may
borrow money if the borrowing is made from a bank or banks and
only to the extent that the value of the Fund's total assets,
less its liabilities other than borrowings, is equal to at
least 300% of all borrowings (including proposed borrowings).

7. May pledge or in any way transfer as security from
indebtedness any securities owned or held by it, except to
secure indebtedness permitted by restriction 6 above. This
restriction shall not prohibit the Funds from engaging in
options, futures and foreign currency transactions.

8. May underwrite securities of other issuers, except insofar as
it may be deemed an underwriter under the Securities Act in
selling portfolio securities.

9. May invest more than 15% of the value of its net assets in
securities that at the time of purchase are illiquid.

10. May purchase securities on margin, except for initial and
variation margin on options and futures contracts, and except
that a Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of
securities.

11. May engage in short sales (other than the Global Health Care,
Mid-Cap Growth, International Core Growth and Worldwide Growth
Funds,)

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except that a Fund may use such short-term credits as are
necessary for the clearance of transactions.

12. May invest in securities of other investment companies, except
(a) in compliance with the Investment Company Act; or (b) as
part of a merger, consolidation, acquisition or reorganization
involving the Fund.

13. May issue senior securities, except that a Fund may borrow
money as permitted by restrictions 6 and 7 above. This
restriction shall not prohibit the Funds from engaging in
short sales, options, futures and foreign currency
transactions.

14. May enter into transactions for the purpose of arbitrage, or
invest in commodities and commodities contracts, except that a
Fund may invest in stock index, currency and financial futures
contracts and related options in accordance with any rules of
the Commodity Futures Trading Commission.

15. May purchase or write options on securities, except for
hedging purposes (except in the case of the Global Health Care
Fund, which may do so for non-hedging purposes) and then only
if (i) aggregate premiums on call options purchased by a Fund
do not exceed 5% of its net assets; (ii) aggregate premiums on
put options purchased by a Fund do not exceed 5% of its net
assets; (iii) not more than 25% of a Fund's net assets would
be hedged; and (iv) not more than 25% of a Fund's net assets
are used as cover for options written by the Fund.

PORTFOLIO TURNOVER

The portfolio turnover rates of the Funds cannot be accurately
predicted. Nevertheless, the annual portfolio turnover rates of the Funds are
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.
MANAGEMENT OF THE CORPORATION

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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.

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Herbert M. Williamson (48) Assistant Secretary and Treasurer, Enterprise Accumulation
Treasurer Trust, Enterprise Capital Management, Inc. and Enterprise
Fund Distributors, Inc. since 1989.

* 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 Company 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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The following sets forth compensation paid to each of the Directors
during fiscal year 1999:

* Each Director received fees for services as a Trustee of Enterprise
Accumulation Trust.

As of February 28, 2001, the officers and Directors as a group owned
less than one percent of the shares of each Fund and no shareholder of record or
beneficially owned 5% or more of a Fund's shares outstanding.

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INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreement

The Advisor is paid the following fees by each Fund. The Advisor in
turn compensates the Fund Manager at no additional cost to the Fund.

<TABLE>
<S> <C>
Fund Fee (as a percentage of average net assets)
---- ------------------------------------------

Global Health Care 1.00%
Mid-Cap Growth 0.75%
International Core Growth 1.00%
Emerging Countries 1.25%
Worldwide Growth 1.00%
Large-Cap 0.75%
Convertible Securities 0.75%
</TABLE>

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FUND MANAGER ARRANGEMENTS

The Fund Manager for each Fund is Nicholas-Applegate Capital
Management, a California limited partnership, with offices at 600 West Broadway,
30th Floor, San Diego, California 92101.

The Fund Manager was organized in August 1984 to manage discretionary
accounts investing primarily in publicly traded equity securities and securities
convertible into or exercisable for publicly traded equity securities, with the
goal of capital appreciation. Its general partner is Nicholas-Applegate Capital
Management Holdings, L.P., a California limited partnership, the general partner
of which is Nicholas-Applegate Capital Management Holdings, Inc., a California
corporation owned by Mr. Nicholas. The Fund Manager and its affiliates have
entered into an agreement to be acquired by Allianz AG.

Personnel of the Fund Manager may invest in securities for their own
accounts pursuant to a Code of Ethics that sets forth all partners' and
employees' fiduciary responsibilities regarding the Funds, establishes
procedures for personal investing, and restricts certain transactions. For
example, all personal trades in most securities require pre-clearance and
participation in initial public offerings is prohibited. In addition,
restrictions on the timing of all personal investing in relation to trades by
the Funds and on short-term trading having been adopted.

The following table sets forth the fee paid by the Advisor to the Fund
Manager for each Fund.

<TABLE>
<CAPTION>
Fund Fee Paid by the Advisor to the
Fund Manager as a Percentage of
Average Daily Net Assets
--------------------------------------------------------------------------------
<S> <C>

Global Health Care Fund 0.60% on the first $50 million; 0.50% on
the next $450 million; 0.45% on the next
$500 million; 0.425% thereafter.

Mid-Cap Growth Fund 0.4375% on the first $50 million;
0.375% on the next $450 million;
0.3375% on the next $500 million;
0.325% thereafter.

Large-Cap Fund 0.4125% on the first $50 million;
0.375% on the next $450 million;
0.3375% on the next $500 million;
0.325% thereafter.

International Core Growth Fund .5375% on the first $50 million;
.50% on the next $450 million;
.45% on the next $500 million;
.425% thereafter.

Emerging Countries Fund .6875% on the first $50 million;
.6250% thereafter.

Worldwide Growth Fund .5375% on the first $50 million;
.50% on the next $450 million;
.45% on the next $500 million;
.425% thereafter.

Convertible Securities Fund .4125% on the first $50 million;
.3725% on the next $450 million;
.3375% on the next $500 million;
.325% thereafter.

</TABLE>

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Distributor's Agreements and Plans of Distribution

B-26
<PAGE> 289

Miscellaneous

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.

B-27
<PAGE> 290

Initial Sales Charge Waivers and Reductions

B-28
<PAGE> 291

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

CDSC Waivers and Reductions

B-29
<PAGE> 292
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

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<PAGE> 293

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.

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.

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<PAGE> 294

Conversion of Class B Shares

B-32

<PAGE> 295

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.

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.

Redemptions -- General

Redemptions in Kind

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<PAGE> 296
the recipient would incur brokerage commissions upon the sale of such
securities.

Determination of Net Asset Value

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<PAGE> 297

The Funds 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 an example
of the offering price calculation for each class of shares of the Enterprise
Growth Fund based on the value of its net assets and number of shares
outstanding on December 31, 1999. The methodology employed in calculating the
offering price per share in this example would apply to all Funds.

B-35

<PAGE> 298
<TABLE>
<CAPTION>
Growth Fund
-------------------------------------------------------
Class A Class B Class C Class Y
-------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>

Net Assets.............. $1,268,022,312 $811,705,605 $294,682,987 $86,826,383
-------------- ------------ ------------ -----------
Number of Shares
Outstanding ............ 51,648,867 34,049,236 12,206,487 3,464,995
-------------- ------------ ------------ -----------
Net Asset Value Per
Share (net assets
divided by number
of shares) ............. $ 24.55 $ 23.84 $ 24.14 $ 25.06
-------------- ------------ ------------ -----------
Sales charge for
Class A Shares: 4.75%
of offering price
(4.99% of net asset
value per share)* ...... $ 1.22 ** ** **
-------------- ------------ ------------ -----------
Offering Price ......... $ 25.77 $ 23.84 $ 24.14 $ 25.06
-------------- ------------ ------------ -----------
</TABLE>

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Fund Transactions and Brokerage

B-37
<PAGE> 300
PERFORMANCE COMPARISONS

B-38
<PAGE> 301
P(1+T)N=ERV

Yield=2[(a-b/cd+1)6-1]

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 Convertible Securities Fund's 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.
This Fund's net asset values are not fixed. They vary based not only upon the
type, quality and maturities of the securities held in the Fund, but also on the
changes in the current value of such securities and on changes in the Fund's
expenses. For narrative discussions of the Fund's performance including graphs
comparing the Fund to various securities indices, please request a copy of an
Annual Report to Shareholders from the Corporation.

B-39
<PAGE> 302

B-40
<PAGE> 303

TAXES

Each Fund intends to qualify and elect to be treated 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 Global
Health Care, International Care Growth, Emerging Countries, Worldwide Growth and
Convertible Securities Funds are not expected to be eligible for dividends
received deductions.

B-41
<PAGE> 304

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%.

No gain or loss will be recognized by Class B shareholders upon the
conversion of Class B shares into Class A shares.

B-42
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Foreign Income Taxes

B-43
<PAGE> 306

To the extent that a 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, however, except for the International
Care Growth and Emerging Countries Funds, it is not expected that any of the
Funds will qualify to do so.

Excise Tax

General

Statements indicating the tax status of distributions to each
shareholder will be mailed to each shareholder annually.

DIVIDENDS AND DISTRIBUTIONS

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<PAGE> 307

Distributions of capital gains from each of the Funds are made at least
annually. Dividends from investment income of the Funds are declared and paid at
least annually.

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 26
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.

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

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<PAGE> 308

REPORTS TO SHAREHOLDERS

The Corporation sends to all its shareholders annual and semiannual
reports.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, whose address is Two Commerce Square, Suite
1700, 2001 Market Street, Philadelphia, Pennsylvania 19103-7042, has been
retained to serve as the Corporation's independent accountants. The
independent accountants are responsible for auditing the annual financial
statements of the Funds.

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<PAGE> 309

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.

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.

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<PAGE> 310

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.

----------------------
(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

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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

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PART C
OTHER INFORMATION

Item 23. Exhibits.

(a) (i) Registrant's Charter [Articles of Incorporation].
Incorporated herein by reference to Post-Effective Amendment
No. 55 to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on July 1, 1999.

(ii) Amendments to Charter [Articles of Incorporation].
Incorporated herein by reference to Post-Effective Amendment
No. 55 to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on July 1, 1999.

(iii) Articles Supplementary to Charter [Articles of
Incorporation]. dated October 31, 2000, filed as Exhibit
(a)(iii) to Post-Effective Amendment No. 61 dated October 31,
2000 (File No. 2-28097), is incorporated.

(b) (i) By-Laws. Incorporated herein by reference to
Post-Effective Amendment No. 55 to Registrant's Registration
Statement on Form N-1A (Reg. No. 2-28097) filed on July 1,
1999.

(ii) Amendment to By-Laws. Incorporated herein by
reference to Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (Reg. No. 2-28097) filed
on July 1, 1999.

(c) Specimen share certificate. Incorporated by reference to
Article V of the Articles of Incorporation filed as Exhibit
(a)(i) to Post-Effective Amendment No. 55 dated June 30, 1999,
to Registration Statement on Form N-1A (File No. 2-28097).

(d) (i) Investment Adviser's Agreement among Registrant and
Enterprise Capital Management, Inc. ("Enterprise
Capital"). Incorporated herein by reference to
Post-Effective Amendment No. 53 to Registrant's
Registration Statement on Form N-1A (Reg. No. 2-28097)
filed on May 3, 1999.

(ii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Montag &
Caldwell, Inc., as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 53, to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097), filed on May 3, 1999.

(iii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Retirement
System Investors Inc., as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 53
to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on May 3, 1999.

(iv) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and TCW Investment
Management Company, as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 56
to Registrant's Registration Statement on Form N-1A
(File No. 2-28097), filed on April 10, 2000.

(v) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and 1740 Advisers,
Inc., as sub-adviser. Incorporated herein by reference
to Post-Effective Amendment No. 53 to Registrant's
Registration Statement on Form N-1A (Reg. No. 2-28097)
filed on May 3, 1999.

(vi) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Marsico
Capital Management, LLC, as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 56
to Registrant's Registration Statement on Form N-1A
(File No. 2-28097), filed on April 10, 2000.

(vii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and William D.
Witter, Inc., as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 53 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on May 3, 1999.

(viii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and GAMCO
Investors, Inc., as sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 53 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on May 3, 1999.

(ix) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Vontobel USA
Inc., as sub-adviser. Incorporated herein by reference
to Post-Effective Amendment No. 53 to Registrant's
Registration Statement on Form N-1A (Reg. No. 2-28097)
filed on May 3, 1999.

(x) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Sanford C.
Bernstein & Co., Inc., as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 53
to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on May 3, 1999.

(xi) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and TCW Funds
Management, Inc., as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 53
to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on May 3, 1999.

(xii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Caywood-Scholl
Capital Management, as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No. 53
to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on May 3, 1999.

(xiii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and MBIA Capital
Management Corp., as sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 53 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on May 3, 1999.

(xiv) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Fred Alger
Management, Inc., as Sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 55 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on June 30, 1999.

(xv) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Fred Alger
Management, Inc., as sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 55 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on June 30, 1999.

(xvi) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Montag &
Caldwell, Inc., as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 55 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097) filed on June 30, 1999.

(xvii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and OpCap
Advisors, as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 56 to
Registrant's Registration Statement on Form N-1A (File
No. 2-28097), filed on April 10, 2000.

(xviii) Fund Manager's Agreement among The Enterprise Group
of Funds, Inc., Enterprise Capital, and Sanford C.
Bernstein & Co., Inc., as sub-adviser. Incorporated
herein by reference to Post-Effective Amendment No.
56 to Registrant's Registration Statement on Form N-1A
(File No. 2-28097), filed on April 10, 2000.

(xix) Fund Manager's Agreement among The Enterprise Group of
Funds, Inc., Enterprise Capital, and Fred Alger
Management, Inc. as sub-adviser. Incorporated herein
by reference to Post-Effective Amendment No. 58 to
Registrant's Registration Statement on Form N-1A
(File No. 2-28097) filed on July 17, 2000.

(xx) Fund Manager's Agreement among The Enterprise Group of
Funds, Inc., Enterprise Capital, and Rockefeller &
Co., Inc. as sub-adviser. Incorporated herein by
reference to Post-Effective Amendment No. 59 to
Registrant's Registration Statement on Form N-1A (File
No. 2-28097) filed on September 25, 2000.

(xxi) Fund Manager's Agreement among the Enterprise Group of
Funds, Inc., Enterprise Capital, and
Nicholas-Applegate Capital Management as sub-adviser.
Incorporated herein by reference to Post-Effective
Amendment No. 60 to Registrant's Registration
Statement on Form N-1A (File No. 2-28097) filed on
September 29, 2000.

(e) (i) General Distributor's Agreement. Incorporated herein
by reference to Post-Effective Amendment No. 55 to
Registrant's Registration Statement on Form N-1A (Reg.
No. 2-28097), filed on June 30, 1999.

(ii) Prototype Soliciting Broker/Dealer Agreement.
Incorporated herein by reference to Post-Effective
Amendment No. 53 to Registrant's Registration
Statement on Form N-1A (Reg. No. 2-28097) filed on
May 3, 1999.

(f) Not applicable.

<PAGE> 314
(g) Form of Custodian Contract. Incorporated herein by reference
to Post-Effective Amendment 55 to Registrant's Registration
Statement on Form N-1A (Reg. No. 2-28097), filed on June 30,
1999.

(h) Not applicable.

(i) Opinion and Consent of Counsel, filed as Exhibit (i) to Post-
Effective Amendment No. 62, dated December 14, 2000, to
Registration Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.

(j) To be filed by amendment.

(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) (i) 18f-3 Plan. Incorporated herein by reference to
Post-Effective Amendment No. 53 to Registrant's
Registration Statement on Form N-1A (Reg. No. 2-28097)
filed on May 3, 1999.

(ii) Powers of Attorney. Incorporated
herein by reference to Post-Effective Amendment No. 53
to Registrant's Registration Statement on Form N-1A
(Reg. No. 2-28097) filed on May 3, 1999.

(o) Not applicable.

(p) Code of Ethics. Incorporated herein by reference to Post-
Effective Amendment No. 56 to Registrant's Registration
Statement on Form N-1A (Reg. No. 2-28097), filed on
April 10, 2000.

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> 315

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.

Fred Alger Management, Inc.; Sanford C. Bernstein & Co., LLC;
Nicholas-Applegate Capital Management; William D. Witter, Inc.; GAMCO
Investors, Inc.; Vontobel USA Inc.; Rockefeller & Co., Inc.; Montag &
Caldwell, Inc.; TCW Investment Management Company; 1740 Advisers,
Inc.; Retirement System Investors Inc.; Marsico Capital Management,
LLC; Wellington Management Company, LLP; MBIA Capital Management Corp.;
and Caywood-Scholl Capital Management, 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>
Fred Alger Management, Inc. 801-06709
Sanford C. Bernstein & Co., LLC 801-10488
Nicholas-Applegate Capital Management 801-21442
William D. Witter, Inc. 801-12695
GAMCO Investors, Inc. 801-14132
Vontobel USA Inc. 801-34910
Rockefeller & Co., Inc. 801-15106
Montag & Caldwell, Inc. 801-15398
TCW Investment Management Company 801-29075
1740 Advisers, Inc. 801-08176
Retirement System Investors Inc. 801-36893
Marsico Capital Management, LLC 801-54914
Wellington Management Company, LLP 801-15908
MBIA Capital Management Corp. 801-46649
Caywood-Scholl Capital Management 801-26996
</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> 316

Distributor's Inc. (File No. 8-8-815577), filed under the
Securities Exchange Act of 1934, is incorporated herein by
reference.

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 64121-9731
</TABLE>

The records of the Fund Managers are kept at the following locations:

<TABLE>

<S> <C>
Internet Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, New York 10048

International Internet Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, New York 10048

Global Financial Services Fund Sanford C. Bernstein & Co., LLC
767 Fifth Avenue
New York, NY 10153-0185

Global Health Care Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

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

Multi-Cap Growth Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048

Mid-Cap Growth Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

International Growth Fund Vontobel USA Inc.
450 Park Avenue
New York, New York 10022

Global Socially Responsive Fund Rockefeller & Co., Inc.
30 Rockefeller Plaza
54th Floor
New York, NY 10112

International Core Growth Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

Emerging Countries Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

Worldwide Growth Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101
</TABLE>

<PAGE> 317

<TABLE>
<S> <C>
Growth Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

Equity Fund TCW Investment Management Company
865 South Figueroa Street
Suite 1800
Los Angeles, CA 90017

Equity Income Fund 1740 Advisers, Inc.
1740 Broadway
New York, NY 10019

Growth & Income Fund Retirement System Investors Inc.
317 Madison Avenue
New York, NY 10017

Capital Appreciation Fund Marsico Capital Management, LLC
1200 17th Street
Suite 1300
Denver, CO 80202

Large-Cap Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

Mergers and Acquisitions Fund GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580

Balanced Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

Managed Fund Wellington Management Company, LLP
75 State Street
Boston, MA 02109

Sanford C. Bernstein & Co., LLC
767 Fifth Avenue
New York, NY 10153-0185

Government Securities Fund TCW Investment Management Company
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017

Tax-Exempt Income Fund MBIA Capital Management Corp.
113 King Street
Armonk, NY 10504

High-Yield Bond Fund Caywood-Scholl Capital Management
4350 Executive Drive, Suite 125
San Diego, CA 92121

Convertible Securities Nicholas-Applegate Capital Management
600 West Broadway
San Diego, CA 92101

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> 318

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness for this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 14th day of December 2000.

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 December 14, 2000
Victor Ugolyn Executive Officer

/s/ Phillip G. Goff
--------------------------------- Principal Financial and Accounting December 14, 2000
Phillip G. Goff Officer

*
---------------------------------
Arthur T. Dietz Director December 14, 2000

*
---------------------------------
Samuel J. Foti Director December 14, 2000

*
---------------------------------
Arthur Howell Director December 14, 2000

*
---------------------------------
Lonnie H. Pope Director December 14, 2000

*
---------------------------------
William A. Mitchell, Jr. Director December 14, 2000

*
---------------------------------
Michael I. Roth Director December 14, 2000

By: /s/ Catherine R. McClellan
------------------------------
(Attorney-in-Fact)
</TABLE>

<PAGE> 319

[EXHIBIT INDEX]

Exhibit Description
Number -----------
------
<S> <C>
(i) Opinion and Consent of Counsel
</TABLE>