ENTERPRISE GROUP OF FUNDS INC, 485APOS, 2000-04-14

ENTERPRISE GROUP OF FUNDS INC
485APOS, 2000-04-14

Previous: ALLIED PRODUCTS CORP /DE/, 10-K, 2000-04-14

Next: INDUSTRIAL SERVICES OF AMERICA INC /FL, 10-K, 2000-04-14

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 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. 56 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 42
(Check appropriate box or boxes)

THE ENTERPRISE GROUP OF FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

SUITE 450
3343 PEACHTREE ROAD
ATLANTA, GEORGIA 30326
(Address of Principal Executive Office)(Zip Code)
(404) 261-1116
Registrant's telephone number, including area code

CATHERINE R. MCCLELLAN
SUITE 450
3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326-1022
(Name and Address for Agent for Service)

COPY TO:
MARGERY K. NEALE, ESQ
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, NY 10022

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement becomes effective.

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date), pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on May 3, 1999 pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS

CLASS A, B AND C SHARES

JUNE 30, 2000

EQUITY FUNDS

Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Multi-Cap Growth Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund

SECTOR FUNDS

Global Financial Services Fund
Internet Fund
International Internet Fund

INCOME FUNDS

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

DOMESTIC HYBRID FUNDS

Balanced Fund
Managed Fund

MONEY MARKET FUND

Money Market Fund

This prospectus contains information you should know before investing,
including information about risks. Please read it before you invest and keep it
for future reference.

The Securities and Exchange Commission has not determined that the
information in this prospectus is accurate or complete, nor has it approved or
disapproved these securities. It is a criminal offense to state otherwise.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ 1
Growth Fund................................................. 2
Growth and Income Fund...................................... 4
Equity Fund................................................. 6
Equity Income Fund.......................................... 8
Capital Appreciation Fund................................... 10
Multi-Cap Growth Fund....................................... 12
Small Company Growth Fund................................... 14
Small Company Value Fund.................................... 16
International Growth Fund................................... 18
Global Financial Services Fund.............................. 20
Internet Fund............................................... 23
International Internet Fund................................. 25
Government Securities Fund.................................. 28
High-Yield Bond Fund........................................ 30
Tax-Exempt Income Fund...................................... 33
Balanced Fund............................................... 36
Managed Fund................................................ 38
Money Market Fund........................................... 41
Additional Information About the Funds' Investments and
Risks..................................................... 43
Higher-Risk Securities and Practices........................ 45
Risk Terminology............................................ 47
Shareholder Account Information............................. 48
Selecting a Share Class................................... 48
How to Purchase Shares.................................... 52
How to Redeem Shares...................................... 53
How to Exchange Shares.................................... 55
Transaction and Account Policies............................ 56
Dividends, Distributions and Taxes........................ 57
Fund Management............................................. 59
The Investment Advisor.................................... 59
The Fund Managers......................................... 59
Financial Highlights........................................ 64
</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: Columns of various heights: located to the left of the
section titled: "Enterprise Growth Fund Portfolio Profile."]

ENTERPRISE GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of large
capitalization companies

Fund Manager Montag & Caldwell, Inc.

Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment

Investment Strategies The Growth Fund invests primarily in
U.S. common stocks. The "Growth at a Reasonable Price"
strategy employed by the Fund combines growth and value
style investing. This means that the Fund invests in the
stocks of companies with long-term earnings potential, but
which are currently selling at a discount to their
estimated long-term value. The Fund's equity selection
process is generally lower risk than a typical growth stock
approach. Valuation is the key selection criterion which
makes the investment style risk averse. Also emphasized are growth
characteristics to identify companies whose shares are attractively priced and
may experience strong earnings growth relative to other companies.

PERFORMANCE INFORMATION

The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.

This bar chart shows changes in the performance of the Fund's Class A shares
from year to year. The bar chart does not reflect sales charges. If sales
charges had been reflected, returns would be less than those shown below.

[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>

2
<PAGE> 6

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN -------------------------
DECEMBER 31, 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

This table describes the shareholder fees that you may pay if you purchase or
redeem Fund shares. Every mutual fund has operating expenses which may pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from Fund assets.

<TABLE>
<CAPTION>
SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT IN THE FUND) CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)(1)....................................... 4.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value)................................................ None 5.00%(2) 1.00%(3)
<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>

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

(1) This sales charge varies depending upon how much you invest. See
"Shareholder Account Information."
(2) This sales charge is imposed if you redeem Class B shares within one year of
your purchase. A graduated reduced sales charge is imposed if you redeem
your shares within six years of purchase. Class B shares automatically
convert to Class A shares about eight years after you purchase them and will
be subject to lower expenses. See "Shareholder Account Information."
(3) This sales charge is imposed if you redeem Class C shares within one year of
your purchase. See "Shareholder Account Information."
(4) Class B or Class C shareholders who own their shares for an extended period
of time may pay more in Rule 12b-1 distribution fees than the economic
equivalent of the maximum front-end sales charge permitted under the Conduct
Rules of the National Association of Securities Dealers.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated. The example also
assumes that each year your investment has a 5% return and Fund expenses remain
the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $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>

3
<PAGE> 7

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

ENTERPRISE GROWTH AND INCOME FUND

FUND PROFILE

Investment Objective Total return through capital
appreciation with income as a secondary consideration

Principal Investments Broadly diversified group of U.S.
common stocks of large capitalization companies

Fund Manager Retirement System Investors Inc.

Who May Want To Invest Investors who want the value of
their investment to grow with the potential of receiving
dividend income

Investment Strategies The Growth and Income Fund invests
primarily in U.S. common stocks of large capitalization
companies. The Fund selects stocks that 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.

Principal Risks The Fund invests primarily in U.S. common stocks. As a result,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund.

PERFORMANCE INFORMATION

The bar chart below and the performance table on the next page illustrate the
volatility of an investment in the Fund and give some indication of the risk by
comparing the Fund's performance with a broad measure of market performance. Of
course, the Fund's past performance does not necessarily indicate how the Fund
will perform in the future. The performance of different classes of shares will
differ due to differences in expenses.

This bar chart shows the performance of the Fund's Class A shares 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 BEST QUARTER
of an investment and shows changes in 19.29%
Class A shares performance for 1998 and 1999] (DECEMBER 31, 1998)
WORST QUARTER
-12.49%
(SEPTEMBER 30, 1998)
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE -------------------------
DECEMBER 31, 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........................................ (0.15%) (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>

5
<PAGE> 9

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

ENTERPRISE EQUITY FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments U.S. common stocks

Fund Manager 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.

PERFORMANCE INFORMATION

<TABLE>
<S> <C>
[Chart Description: Illustrates volatility BEST QUARTER
of an investment and shows changes in Class A 19.37%
shares performance for 1998 and 1999] (DECEMBER 31, 1999)
WORST QUARTER
-11.80%
(SEPTEMBER 30, 1998)
</TABLE>

6
<PAGE> 10

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE --------------------------
DECEMBER 31, 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>

7
<PAGE> 11

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

ENTERPRISE EQUITY INCOME FUND

FUND PROFILE

Investment Objective A combination of growth and income to
achieve an above-average and consistent total return

Principal Investments Dividend-paying U.S. common stocks

Fund Manager 1740 Advisers, Inc.

Who May Want To Invest Investors who want the value of
their investment to grow, with the potential of receiving
dividend income

Investment Strategies The Equity Income Fund invests
primarily in dividend-paying U.S. common stocks. The goal
is capital appreciation combined with a high level of
current income. Dividend yield relative to the S&P 500
average is used as a discipline and measure of value in
selecting stocks for the Fund. To qualify for a purchase, a
stock's yield must be greater than the S&P 500's average
dividend yield. The stock must be sold within two quarters after its dividend
yield falls below that of the S&P average. The effect of this discipline is that
a stock will be sold if increases in its annual dividends do not keep pace with
increases in its market price.

PERFORMANCE INFORMATION

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

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

8
<PAGE> 12

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
RETURN SINCE INCEPTION(1)
--------------------------
AVERAGE ANNUAL TOTAL RETURNS S&P 500/
(AS OF THE CALENDAR YEAR ENDED PAST ONE PAST FIVE PAST TEN BARRA VALUE
DECEMBER 31, 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>

9
<PAGE> 13

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

ENTERPRISE CAPITAL APPRECIATION FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of companies that
demonstrate 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, in the Fund Manager's opinion, 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 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, forced displacement (i.e., a better investment idea surfaces)
or a permanent change in industry/company fundamentals that alters the original
investment thesis.

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

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

10
<PAGE> 14

<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>

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

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>

11
<PAGE> 15

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "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

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 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.

12
<PAGE> 16

<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)................................................. 0.32% 0.32% 0.32%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.77% 2.32% 2.32%
-----------------------------
</TABLE>

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $646 $1,006
Class B..................................................... $735 $1,124
Class C..................................................... $335 $ 724
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $646 $1,006
Class B..................................................... $235 $ 724
Class C..................................................... $235 $ 724
</TABLE>

13
<PAGE> 17

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

ENTERPRISE SMALL COMPANY GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

Fund Manager William D. Witter, Inc.

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

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.

[Chart Description: Illustrates volatility of an BEST QUARTER
investment and shows changes in Class A shares 30.84%
performance for 1998 and 1999] (DECEMBER 31, 1999)
WORST QUARTER
-24.45%
(SEPTEMBER 30, 1998)
</TABLE>

14
<PAGE> 18

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
RETURN SINCE
AVERAGE ANNUAL TOTAL RETURNS INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE ------------
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>

15
<PAGE> 19

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

ENTERPRISE SMALL COMPANY VALUE FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

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

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income; are
willing to accept the increased risk of investing in small
company stocks for the possibility of higher returns; and
want to diversify their portfolio to include small company
stocks
Investment Strategies The Small Company Value Fund invests
primarily in common stocks of small capitalization
companies that the Fund Manager believes are
undervalued -- that is, the stock's market price does not
fully reflect the company's value. The Fund Manager uses a
proprietary research technique to determine which stocks
have a market price that is less than the "private market
value" or what an investor would pay for the company. The
Fund Manager then determines whether there is an emerging
valuation catalyst that will focus investor attention on the underlying assets
of the company and increase the market price. Smaller companies may be subject
to a valuation catalyst such as increased investor attention, takeover efforts
or a change in management.

PERFORMANCE INFORMATION

[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>

16
<PAGE> 20

<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>

17
<PAGE> 21

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

ENTERPRISE INTERNATIONAL GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Non-U.S. equity securities

Fund Manager Vontobel USA Inc.

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

Investment Strategies The International Growth Fund
invests primarily in non-U.S. equity securities that the
Fund Manager believes are undervalued. The Fund Manager
uses an approach that involves bottom-up stock selection.
The Fund Manager looks for companies that are good
predictable businesses selling at attractive prices
relative to an estimate of intrinsic value. The Fund
Manager diversifies investments among European, Australian
and Far East ("EAFE") markets.

Principal Risks The Fund invests primarily in common stocks of foreign
companies. As a result, the Fund is subject to the risk that stock prices will
fall over short or extended periods of time. Stock markets tend to move in
cycles, with periods of rising prices and periods of falling prices. This price
volatility is the principal risk of investing in the Fund. In addition,
investments in foreign markets may be more volatile than investments in U.S.
markets. Diplomatic, political or economic developments may cause foreign
investments to lose money. The value of the U.S. dollar may rise, causing
reduced returns for U.S. persons investing abroad. A foreign country may not
have the same accounting and financial reporting standards as the U.S. Foreign
stock markets, brokers and companies are generally subject to less supervision
and regulation than their U.S. counterparts. Emerging market securities may be
even more susceptible to these risks.

PERFORMANCE INFORMATION

[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>

18
<PAGE> 22

<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>

19
<PAGE> 23

[Picture Description: Globe: located to the left of the section titled:
"Global Financial Services Fund Portfolio Profile."]

ENTERPRISE GLOBAL FINANCIAL SERVICES FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Common stocks of domestic and
foreign financial services companies

Fund Manager Sanford C. Bernstein & Co., Inc.

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income;
want investment in the global financial services sector;
and are willing to accept the increased risk of
international investing for the possibility of higher
returns

Investment Strategies The Global Financial Services Fund
invests primarily in the domestic and foreign financial
services industry by normally investing in companies
domiciled in the U.S. and in at least three other countries. The Fund considers
a financial services company to be a firm that in its most recent fiscal year
either (i) derived at least 50% of its revenues or earnings from financial
services activities, or (ii) devoted at least 50% of its assets to such
activities. Financial services companies provide financial services to consumers
and businesses and include the following types of U.S. and foreign firms:
commercial banks, thrift institutions and their holding companies; consumer and
industrial finance companies; diversified financial services companies;
investment banks; securities brokerage and investment advisory firms; financial
technology companies; real estate-related firms; leasing firms; credit card
companies; government sponsored financial enterprises; investment companies;
insurance brokerages; and various firms in all segments of the insurance
industry such as multi-line property and casualty, life insurance companies and
insurance holding companies. The Fund Manager selects securities by combining
fundamental and quantitative research to identify securities of financial
services companies that are attractively priced relative to their expected
returns. Its research analysts employ a long-term approach to forecasting the
earnings and growth potential of companies and attempt to construct global
portfolios that produce maximum returns at a given risk level.

Principal Risks The Fund invests in common stocks of 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.

20
<PAGE> 24

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

<TABLE>
<S> <C>
(CHART) BEST QUARTER
21.00%
(DECEMBER 31, 1998)
WORST QUARTER
-12.58%
(SEPTEMBER 30, 1999)
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS RETURN SINCE INCEPTION(1)
(AS OF THE CALENDAR YEAR ENDED PAST ONE -------------------------
DECEMBER 31, 1999) YEAR FUND
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Global Financial Services Fund(2)............... Class A (9.50)% 7.51%
Class B (10.22)% 7.90%
Class C (6.26)% 11.21%
S&P 500(3)................................................. 21.03% 35.88%
</TABLE>

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

(1) Inception date for Classes A, B, and C is October 1, 1998.
(2) Includes sales charge.
(3) 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

<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>

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

21
<PAGE> 25

(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>

22
<PAGE> 26

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Internet Fund Portfolio Profile."]

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 "high tech" sectors. 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 ("www"), 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 www documents and to other www documents.
An Intranet is the application of www 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

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

23
<PAGE> 27

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)................................................. 0.31% 0.31% 0.31%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.76% 2.31% 2.31%
-----------------------------
</TABLE>

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ---------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $645 $1,003
Class B..................................................... $734 $1,121
Class C..................................................... $334 $ 721
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $645 $1,003
Class B..................................................... $234 $ 721
Class C..................................................... $234 $ 721
</TABLE>

24
<PAGE> 28
[Picture Description: Globe: located to the left of the section titled:
"Enterprise International Internet Fund Portfolio Profile."]

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
"high-tech" related activities. 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
("www"), 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 www. documents and to other www documents.
The Intranet is the application of www 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.

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
25
<PAGE> 29

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.

26
<PAGE> 30

<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)................................................. 0.46% 0.46% 0.46%
-----------------------------
Total Annual Fund Operating Expenses.............................. 1.91% 2.46% 2.46%
Less Expense Reimbursements (0.01%) (0.01%) (0.01%)
-----------------------------
Net Annual Fund Operating Expenses 1.90% 2.45% 2.45%
-----------------------------
</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 shares within six years of purchase. Class B shares automatically
convet 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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C>
IF YOU REDEEM YOUR SHARES AT THE END OF THE PERIOD:
Class A..................................................... $659 $1,046
Class B..................................................... $748 $1,166
Class C..................................................... $348 $ 766
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $659 $1,046
Class B..................................................... $248 $ 766
Class C..................................................... $248 $ 766
</TABLE>

27
<PAGE> 31
[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise Government Securities
Fund Portfolio Profile."]

ENTERPRISE GOVERNMENT SECURITIES FUND

FUND PROFILE

Investment Objective Current income and safety of
principal

Principal Investments Securities that are obligations of
the U.S. Government, its agencies or instrumentalities

Fund Manager TCW 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]

28
<PAGE> 32

<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

<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>

29
<PAGE> 33
[Picture Description: Antiqued piggy bank with various coins lying beside:
located to the left of the section titled: "Enterprise High-Yield Bond Fund
Portfolio Profile."]

ENTERPRISE HIGH-YIELD BOND FUND

FUND PROFILE

Investment Objective Maximum current income

Principal Investments Debt securities rated below
investment grade, which are commonly known as "junk bonds"

Fund Manager Caywood-Scholl Capital Management

Who May Want To Invest Income-oriented investors who are
willing to accept increased risk for the possibility of
greater returns through high-yield bond investing

Investment Strategies The High-Yield Bond Fund invests
primarily in high-yield, income-producing U.S. corporate
bonds rated B3 to Ba1 by Moody's Investors Service, Inc.
("Moody's") or B- to BB+ by Standard & Poor's Corporation
("S&P"), which are commonly known as "junk bonds." The
Fund's investments are selected by the Fund Manager after
examination of the economic outlook to determine those
industries that appear favorable for investment. Industries
going through a perceived decline generally are not
candidates for selection. After the industries are
selected, the Fund Manager identifies bonds of issuers within those industries
based on their creditworthiness, their yields in relation to their credit and
the relative value in relation to the high yield market. Companies near or in
bankruptcy are not considered for investment. The Fund does not purchase bonds
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

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.

30
<PAGE> 34
[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>

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

31
<PAGE> 35

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>

32
<PAGE> 36
[Picture Description: Piggy bank: Antiqued piggy bank with various coins lying
beside: located to the left of the section titled: "Enterprise Tax-Exempt Income
Fund Portfolio Profile."]

ENTERPRISE TAX-EXEMPT INCOME FUND

FUND PROFILE

Investment Objective A high level of current income exempt
from federal income tax, with consideration given to
preservation of principal

Principal Investments A diversified portfolio of long-term
investment grade municipal bonds

Fund Manager MBIA Capital Management Corp.

Who May Want To Invest Investors who want to receive
tax-free current income and maintain the value of their
investment

Investment Strategies The Tax-Exempt Income Fund invests
primarily in investment grade, tax-exempt municipal
securities. The issuers of these securities may be located
in any state, territory or possession of the United States.
In selecting investments for the Fund, the Fund Manager
tries to limit risk as much as possible. The Fund Manager
analyzes municipalities, their credit risk, market trends
and investment cycles. The Fund Manager attempts to
identify and invest in municipal issuers with improving
credit and avoid those with deteriorating credit. The Fund
anticipates that its average weighted maturity will range
from 10 to 25 years. The Fund Manager will actively manage
the Fund, adjusting the average Fund maturity and utilizing futures contracts
and options on futures as a defensive measure according to its judgment of
anticipated interest rates. During periods of rising interest rates and falling
prices, the Fund Manager may adopt a shorter weighted average maturity to
cushion the effect of bond price declines on the Fund's net asset value. When
rates are falling and prices are rising, the Fund Manager may adopt a longer
weighted average maturity. The Fund may also invest up to 20% of its net assets
in cash, cash equivalents and debt securities, the interest from which may be
subject to federal income tax. Investments in taxable securities will be limited
to investment grade corporate debt securities and U.S. Government securities.
The Fund will not invest more than 20% of its net assets in municipal
securities, the interest on which is subject to the federal alternative minimum
tax.

Principal Risks The Fund invests primarily in long-term investment grade debt
securities. As a result, the Fund is subject to the risk that the prices of debt
securities will decline due to rising interest rates. This risk is greater for
long-term debt securities than for short-term debt securities. Debt securities
may decline in credit quality due to economic or governmental events. In
addition, an issuer may fail to make timely payments of principal or interest to
the Fund. Some investment grade bonds may have speculative characteristics.

PERFORMANCE INFORMATION

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

33
<PAGE> 37

<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

<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

34
<PAGE> 38

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>

35
<PAGE> 39
[Picture Description: Managed - Stones: "precious stones" lying in dishes of
varying sizes and shapes: located to the left of the section titled: "Enterprise
Balanced Fund Portfolio Profile."]

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

36
<PAGE> 40

<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)................................................. 1.60% 1.60% 1.60%
-----------------------------
Total Annual Fund Operating Expenses.............................. 2.80% 3.35% 3.35%
Less Expense Reimbursement........................................ (1.40)% (1.40)% (1.40)%
-----------------------------
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 $1,176
Class B..................................................... $698 $1,300
Class C..................................................... $298 $ 900
IF YOU DO NOT REDEEM YOUR SHARES:
Class A..................................................... $611 $1,176
Class B..................................................... $198 $ 900
Class C..................................................... $198 $ 900
</TABLE>

37
<PAGE> 41
[Picture Description: Managed - Stones: "precious stones" lying in dishes of
varying sizes and shapes: located to the left of the section titled: "Enterprise
Managed Fund Portfolio Profile."]

ENTERPRISE MANAGED FUND

FUND PROFILE

Investment Objective Growth of capital over time

Principal Investments Common stocks, bonds and cash
equivalents, the percentages of which will vary based on
the Fund Manager's assessment of relative investment values

Fund Managers OpCap Advisors
Sanford C. Bernstein & Co., 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 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 Manager believes
that the best investment values are available in the equity markets. The Fund
may invest almost all of its assets in high-quality short-term money market and
cash equivalent securities when the Fund Manager deems it advisable to preserve
capital. Consequently, while the Fund will earn income to the extent it is
invested in bonds or cash equivalents, the Fund does not have any specific
income objective. The bonds in which the Fund may invest will normally be
investment grade intermediate to long-term U.S. Government and corporate debt.

Principal Risks The Fund invests in both common stocks and debt securities. As
a result, the Fund is subject to the risk that stock prices will fall over short
or extended periods of time. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. This price volatility is a
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that the prices of debt securities will decline due to rising interest
rates. The risk is greater for long-term debt securities than for short-term
debt securities. Debt securities may decline in credit quality due to factors
affecting the issuer and economic or political events, increasing the risk that
the issuer may default on payments of interest or principal.

PERFORMANCE INFORMATION

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

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

38
<PAGE> 42

<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>

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

39
<PAGE> 43

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>

40
<PAGE> 44
[Picture Description: Tool with coins: located to the left of the section
titled: "Enterprise Money Market Fund Portfolio Profile."]

ENTERPRISE MONEY MARKET FUND

FUND PROFILE

Investment Objective The highest possible level of current
income consistent with preservation of capital and
liquidity

Principal Investments High quality, short-term debt
securities, commonly known as money market instruments

Fund Manager Enterprise Capital Management, Inc.

Who May Want To Invest Investors who seek an income
producing investment with 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>

41
<PAGE> 45

<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>

42
<PAGE> 46

ADDITIONAL INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISKS

EQUITY, SECTOR AND DOMESTIC HYBRID FUNDS' INVESTMENTS

The table below shows the Equity, Sector 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>

EQUITY FUNDS
SMALL SMALL
GROWTH & EQUITY CAPITAL MULTI-CAP COMPANY COMPANY INTERNATIONAL
GROWTH INCOME EQUITY INCOME APPRECIATION GROWTH GROWTH VALUE GROWTH
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Stocks* X X X X X X X X
Foreign Stocks X
Bonds

<CAPTION>
DOMESTIC HYBRID
SECTOR FUNDS FUNDS
GLOBAL
FINANCIAL INTERNATIONAL
SERVICES INTERNET INTERNET BALANCED MANAGED
<S> <C> <C> <C> <C> <C>
U.S. Stocks* X X X X
Foreign Stocks X X
Bonds X 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
Growth, Growth & Income, Equity, Equity Income, Capital Appreciation, Balanced
and Managed Funds intend to invest primarily in stocks of large capitalization
companies. The Small Company Growth Fund and the Small Company Value Fund
intend to invest primarily in the stocks of small capitalization issuers. The
Multi-Cap Growth, Internet and International Internet Funds intend to invest
in large, medium and small capitalization companies.

Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that any
Fund will achieve its investment goal.

The investments listed above and the investments and strategies described
throughout this prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and short-term
obligations. When a Fund is investing for temporary defensive purposes, it is
not pursuing its investment goal; however, the Managed Fund may invest in
securities ordinarily used by other funds for defensive purposes as part of its
main investment strategy.

INCOME FUNDS' INVESTMENTS

The table below shows the Income Funds' principal investments. In other
words, the table describes the type or types of investments that we believe will
most likely help each Fund achieve its investment goal.

<TABLE>
<CAPTION>
GOVERNMENT HIGH-YIELD TAX-EXEMPT
SECURITIES BOND INCOME
<S> <C> <C> <C>
U.S. Government Securities X
Lower Rated Corporate Debt Securities -- Junk Bonds* X
Mortgage-Backed Securities X
Municipal Securities 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 bonds must be rated lower
than "BBB" by Standard & Poor's.

43
<PAGE> 47

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.

44
<PAGE> 48

HIGHER-RISK SECURITIES AND PRACTICES

<TABLE>
<CAPTION>
This table shows each Fund's investment limitations as a percentage of portfolio assets. In each case the principal types of
risk are listed in the Risk Terminology section that follows.
5 Percent of total assets (italic type)
(5) Percent of net assets (roman type)
Y* No policy limitation on usage; fund may be using currently
Y Permitted, but not typically used. GROWTH & EQUITY
N Not permitted GROWTH INCOME EQUITY INCOME
<S> <C> <C> <C> <C>
CONVENTIONAL SECURITIES
NON-INVESTMENT-GRADE SECURITIES. Securities rated below Baa/BBB
are considered junk bonds. Credit, market, interest rate,
liquidity, valuation, information risks. y y y y
FOREIGN EQUITIES.
- Stocks issued by foreign companies. Market, currency,
information, natural event, political risks. y y y y
- American or European depository receipts, which are
dollar-denominated securities typically issued by American or
European banks and are based on ownership of securities
issued by foreign companies. Market, currency, information,
natural event, political risks. 20 20 20 20
RESTRICTED AND ILLIQUID SECURITIES. Securities not traded on
the open market. May include illiquid Rule 144A securities.
Liquidity, valuation, information, market risks. (10) (10) (10) (10)
INVESTMENT PRACTICES
REPURCHASE AGREEMENTS. The purchase of a security that must
later be sold back to the seller at the same price plus
interest. Credit risk. y y y y
SECURITIES LENDING. The lending of securities to financial
institutions, which provide cash or government securities as
collateral. Credit risk. n n n n
HEDGING. Means of offsetting or neutralizing the price movement
of an investment by making another investment, the price of
which should tend to move in the opposite direction from the
original investment. y y y y
SHORT SALES/HEDGED OR SPECULATIVE. The selling of securities
which have been borrowed on the expectation that the market
price will drop. Hedged leverage, market, correlation,
liquidity, opportunity risks. n n n n
SHORT-TERM TRADING. Selling a security soon after purchase. A
Fund engaging in short-term trading will have higher turnover,
brokerage commissions and transaction expenses. Short-term
trading may also have tax consequences, involving a possible
increase in short-term capital gains or losses. Market risk. y y y y
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The purchase or
sale of securities for delivery at a future date; market value
may change before delivery. Market, opportunity, leverage risks. 5 5 5 5
DERIVATIVE SECURITIES. The Funds will not invest in derivatives
for speculative purposes, but only as a hedge against changes in
the values of the Funds' securities resulting from market
conditions. y y y y
FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX
OPTIONS. Contracts involving the right or obligation to deliver
or receive assets or money depending on the performance of one
or more assets or an economic index.
- Futures and related options. Interest rate, currency, market,
leverage, correlation, liquidity, opportunity risks. y y y y
- Puts and calls on securities and indices. Interest rate,
currency, market, leverage, correlation, liquidity, credit,
opportunity risks. (5) (5) (5) (5)
CURRENCY CONTRACTS. Contracts involving the right or obligation
to buy or sell a given amount of foreign currency at a specified
price and future date.
- HEDGED. Currency, hedged leverage, correlation, liquidity,
opportunity risks. y y y y
- SPECULATIVE. Currency, speculative leverage, liquidity
risks. n n n n
OTHER DERIVATIVES, INCLUDING PUTS, CALLS AND INTEREST RATE
SWAPS. Interest rate, currency, market, hedged or speculative
leverage, correlation, liquidity, credit, opportunity risks. y y y y
</TABLE>

45
<PAGE> 49
<TABLE>
<CAPTION>

SMALL SMALL GLOBAL
CAPITAL MULTI-CAP COMPANY COMPANY INTERNATIONAL FINANCIAL INTERNATIONAL GOVERNMENT
APPRECIATION GROWTH GROWTH VALUE GROWTH SERVICES INTERNET INTERNET BALANCED MANAGED SECURITIES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
y y y y y y y y n y y
y y y y y* y* y y* y y y
20 y* 20 20 y* y* y y* y 20 n
(10) (15) (10) (10) (10) (10) (15) (15) (5) (10) (10)
20 20 20 20 20 20 20 20 20 20 20
n 25 n n n n 25 25 25 n n
y y y y y y y y y y y
n y n n n n n n n n n
y y y y y y y y y y y
5 5 5 5 20 20 25 25 5 5 20
y y y y y y* y y* y y y*
y y y y y y y y y y y
(5) y (5) (5) (20) (5) y y y (5) (20)
y y y y y* y* y y* y y y
n y n n n n n n n n n
y y y y y y y y y y y

HIGH- TAX-
YIELD EXEMPT MONEY
BOND INCOME MARKET
<S> <C> <C> <C>
y* y y
y y n
n n n
(10) (10) n
20 20 20
n n n
y y y
n n n
y y y
5 20 5
y y n
y y y
(20) (5) (5)
y y n
n n n
y y n
</TABLE>

46
<PAGE> 50

RISK TERMINOLOGY

CORRELATION RISK: the risk that changes in the value of a hedging
instrument will not match that of the asset being hedged (hedging is the use of
one investment to offset the effects of another investment). Incomplete
correlation can result in unanticipated risks.

CREDIT RISK: the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation.

CURRENCY RISK: the risk that fluctuations in the exchange rates between
the U.S. dollar and foreign currencies may negatively affect an investment.
Adverse changes in exchange rates may erode or reverse any gains produced by
foreign currency denominated investments and may increase any losses.

INFORMATION RISK: the risk that key information about a security or market
is inaccurate or unavailable.

INTEREST RATE RISK: the risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.

LEVERAGE RISK: the risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value.

Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that the
Fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains.

Speculative. To the extent that a derivative is not used as a hedge,
a Fund is directly exposed to the risks of that derivative. Gains or losses
from speculative positions in a derivative may be substantially greater
than the derivative's original cost.

LIQUIDITY RISK: the risk that certain securities may be difficult or
impossible to sell at the time and the price that the seller would like. The
seller may have to lower the price, sell other securities instead or forego an
investment opportunity, any of which could have a negative effect on Fund
management or performance.

MARKET RISK: the risk that the market value of a security may move up or
down, sometimes rapidly and unpredictably. These fluctuations may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer, industry,
sector of the economy or the market as a whole and is common to all stocks and
bonds and the mutual funds that invest in them.

NATURAL EVENT RISK: the risk of losses attributable to natural disasters,
crop failures and similar events.

OPPORTUNITY RISK: the risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in other less
advantageous investments.

POLITICAL RISK: the risk of losses attributable to government or political
actions. Political risks range from changes in tax or trade statutes to
governmental collapse and war.

VALUATION RISK: the risk that a Fund has valued certain of its securities
at a higher price than it can sell them for.

47
<PAGE> 51

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.

48
<PAGE> 52

CLASS A SHARES -- INITIAL SALES CHARGE OPTION

If you select Class A shares of any Fund other than the Money Market Fund,
you will pay a sales charge at the time of purchase. No initial sales charge
applies to Class A shares that you receive through reinvestment of dividends or
distributions. However, if you have received shares of the Money Market Fund
through reinvestment of dividends, and you subsequently exchange those shares
for Class A shares of another Fund, an initial sales charge will apply to the
Class A purchase. The sales charges applicable to Class A shares are based on
the following schedule:

<TABLE>
<CAPTION>
DEALER DISCOUNT OR
SALES CHARGE AS A SALES CHARGE AS A AGENCY FEE AS A
PERCENTAGE OF OFFERING PERCENTAGE OF AMOUNT PERCENTAGE OF
YOUR INVESTMENT(1) PRICE INVESTED OFFERING PRICE(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Up to $99,999................ 4.75% 4.99% 4.00%
$100,000 up to $249,999...... 3.75% 3.90% 3.00%
$250,000 up to $499,999...... 2.50% 2.56% 2.00%
$500,000 up to $999,999...... 2.00% 2.04% 1.50%
$1,000,000 and up(3)......... None None 1% of the first $4.99
million, plus 0.75% of
amounts from $5-19.99
million, plus 0.50% of
amounts in excess of $20
million.
</TABLE>

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

(1) In determining the amount of your investment and the applicable sales
charge, we will include all shares you are currently purchasing in all of
the Funds, except for shares of the Money Market Fund.
(2) From time to time upon written notice to all of its dealers, the Distributor
may hold special promotions for specified periods during which the
Distributor may reallow dealers up to the full sales charges shown above.
During such periods, dealers may be deemed to have certain additional
responsibilities under the securities laws. In addition, the Distributor may
sponsor sales contests and provide to all qualifying dealers, from its own
profits and resources, additional compensation in the form of trips or
merchandise. The Distributor will provide additional compensation to dealers
in connection with sales of shares of the Funds and other mutual funds
distributed by the Distributor including promotional gifts (which may
include gift certificates, dinners and other items), financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public and advertising campaigns. In some
instances, these incentives may be made available only to dealers whose
representatives have sold or are expected to sell significant amounts of
shares.
(3) If you invest $1,000,000 or more in Class A shares, you will not pay an
initial sales charge. However, if you redeem your shares within 24 months of
the end of the calendar month of their purchase, you will be charged a CDSC
of 1%. The Distributor will compensate dealers in connection with purchases
of Class A shares in excess of $1,000,000.

If you purchase Class A shares, you will also pay a distribution and
service fee at an annual rate of 0.45% of the average daily net assets
attributable to Class A shares of each Fund.

CLASS B AND C SHARES -- CDSC OPTIONS

If you select Class B or Class C shares, you will not pay an initial sales
charge at the time of purchase. However, if you redeem your Class B shares
within six years of purchase or Class C shares within one year, you 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.

49
<PAGE> 53

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.

50
<PAGE> 54

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.

51
<PAGE> 55

PURCHASING, REDEEMING AND EXCHANGING SHARES

The charts below summarize how to purchase, redeem and exchange shares of
the Funds.

<TABLE>
<CAPTION>
HOW TO PURCHASE SHARES IMPORTANT INFORMATION ABOUT PURCHASING SHARES
<S> <C>
Select the Fund and the share Class Be sure to read this prospectus carefully.
appropriate for you
Determine how much you would like to invest The minimum initial investment for the Funds is $1,000 for
all accounts, except:
- $250 for retirement plans
- $100 for the Automatic Bank Draft Plan
The minimum investment for additional purchases is $50 for
all accounts except:
- $25 for retirement plans
- $25 for the Automatic Bank Draft Plan
Have your securities dealer submit your The price of your shares is based on the next calculation of
purchase order net asset value after your order is received by the
Enterprise Shareholder Services Division of the Transfer
Agent. All purchases made by check should be in U.S. dollars
and made payable to The Enterprise Group of Funds, Inc., or
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>

52
<PAGE> 56

<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>

53
<PAGE> 57

<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>

54
<PAGE> 58

<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>

55
<PAGE> 59

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 4 PM
Eastern time. 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.

56
<PAGE> 60

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

57
<PAGE> 61

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. 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.

58
<PAGE> 62

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 which
had assets of $4.042 billion at December 31, 1999. 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, 1999 by each Fund. The Advisor in turn compensated each
Fund Manager at no additional cost to the Fund. However, because the
International Internet Fund is new and was not in existence on December 31,
1999, the fees in the table below reflect the fees that will be paid to the
Advisor for the fiscal year ending December 31, 2000.

<TABLE>
<CAPTION>
FEE (AS A PERCENTAGE OF
NAME OF FUND AVERAGE NET ASSETS)
- -------------------------------------------------------------------------------------
<S> <C>
Growth Fund................................................. 0.75%
Growth and Income Fund...................................... 0.75%
Equity Fund................................................. 0.75%
Equity Income Fund.......................................... 0.75%
Capital Appreciation Fund................................... 0.75%
Multi-Cap Growth Fund....................................... 1.00%
Small Company Growth Fund................................... 1.00%
Small Company Value Fund.................................... 0.75%
International Growth Fund................................... 0.85%
Global Financial Services Fund.............................. 0.85%
Internet Fund............................................... 1.00%
International Internet Fund................................. 1.00%
Government Securities Fund.................................. 0.60%
High-Yield Bond Fund........................................ 0.60%
Tax-Exempt Income Fund...................................... 0.50%
Balanced Fund............................................... 0.75%
Managed Fund................................................ 0.75%
Money Market Fund........................................... 0.35%
</TABLE>

THE FUND MANAGERS

The following chart sets forth certain information about each of the Fund
Managers other than the Advisor, which acts as the Fund Manager to the Money
Market Fund. The Fund Managers are responsible for the day-to-day management of
the Funds. The Fund Managers typically manage assets for institutional investors
and high net worth individuals. Collectively, the Fund Managers manage assets in
excess of $250 billion for all clients, including The Enterprise Group of Funds.

59
<PAGE> 63

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Growth Fund Montag & Caldwell has served as Ronald E. Canakaris, President
the Fund Manager to Alpha Fund, and Chief Investment Officer of
Montag & Caldwell, Inc. Inc., the predecessor of the Montag & Caldwell, is
("Montag & Caldwell") Growth Fund, since the Fund was responsible for the day-to-day
3455 Peachtree Road, N.E. organized in 1968. Montag & investment management of the
Suite 1200 Caldwell and its predecessors Growth Fund and has more than
Atlanta, Georgia 30326-3248 have been engaged in the 30 years' experience in the
business of providing investment industry. He has
investment counseling to been President of Montag &
individuals and institutions Caldwell for more than 15
since 1945. Total assets under years.
management for all clients were
approximately $35.1 billion as
of December 31, 1999. Usual
investment minimum is $40
million.
Growth and Income Fund RSI has served as Fund Manager James P. Coughlin, President
for Retirement System Fund Inc. and Chief Investment Officer of
Retirement System Investors Core Equity Fund, the RSI, is responsible for the
Inc. predecessor of The Growth and day-to-day management of the
("RSI") Income Fund, since that Fund Fund and has more than 30
317 Madison Avenue was organized in 1991. RSI has years' experience in the
New York, New York 10017 been engaged in providing investment industry. He has
investment advisory services served as President and Chief
since 1989. Total assets under Investment Officer of RSI since
management for RSI were $974 1989.
million as of December 31,
1999.
Equity Fund The Board of Directors named Glen E. Bickerstaff is
TCW Fund Manager effective responsible for the day-to-day
TCW Investment Management November 1, 1999. TCW was management of the Fund and is a
Company founded in 1971 and as of Managing Director of TCW, which
("TCW") December 31, 1999, TCW and its he joined in May of 1998. He
865 South Figueroa Street affiliated companies had has more than 19 years of
Suite 1800 approximately $71 billion under investment industry experience,
Los Angeles, California 90017 management. Usual investment and he previously served as
minimum for equity accounts is Senior Portfolio Manager and
$100 million. Vice President for Transamerica
Investment Services.
Equity Income Fund 1740 Advisers has been John V. Rock, President and
providing investment counseling Director of 1740 Advisers, is
1740 Advisers, Inc. since 1971. 1740 Advisers is an responsible for the day-to-day
("1740 Advisers") affiliate of the Advisor. Total investment management of the
1740 Broadway assets under management for Fund and has more than 35
New York, New York 10019 1740 Advisers as of December years' experience in the
31, 1999, were approximately investment industry. He has
$2.1 billion. Usual investment served as President of 1740
minimum is $20 million. Advisers since 1974.
Capital Appreciation Fund The Board of Directors named Thomas F. Marsico is
Marsico Fund Manager effective responsible for the day-to-day
Marsico Capital November 1, 1999. Marsico has management of the Fund. He has
Management, LLC been providing investment more than 19 years of
("Marsico") counseling since 1997. As of investment industry experience.
1200 17th Street December 31, 1999, total assets He founded Marsico in 1997 and
Suite 1300 under management for all previously served as Portfolio
Denver, Colorado 80202 clients were approximately Manager for Janus Capital
$14.1 billion. Usual investment Corporation.
minimum is $100 million.
</TABLE>

60
<PAGE> 64

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 David Alger and David Hyun are
adviser since 1964. As of the individuals responsible for
Fred Alger Management, Inc. December 31, 1999, total assets the day-to-day management of
("Alger") under management for all the Fund. Mr. Alger has been
1 World Trade Center clients were approximately employed by Alger as Executive
Suite 9333 $17.4 billion. Usual investment Vice President and Director of
New York, NY 10048 minimum is $5 million. Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.

Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling since 1977. As of Witter, and Paul B. Phillips,
William D. Witter, Inc. December 31, 1999, total assets Managing Director of Witter,
("Witter") under management for all are responsible for the
One Citicorp Center clients were $1.4 billion. day-to-day management of the
153 East 53rd Street Usual investment minimum is $1 Fund. They have more than 80
New York, New York 10022 million. years' combined experience in
the investment industry. Mr.
Witter and Mr. Phillips have
been employed in their present
positions by Witter since 1977
and 1996, respectively. Mr.
Phillips previously served as
Senior Portfolio Manager at
Bankers Trust Company from 1986
to 1995.

Small Company Value Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as
Company, Inc., was founded in Chief Investment Officer of
Gabelli Asset Management 1977. As of March 31, 1999, GAMCO since its inception in
Company total assets under management 1977 and is responsible for the
(GAMCO Investors, Inc.) for all clients were $9.3 day-to-day management of the
("GAMCO") billion. Usual investment Fund. He has more than 28
One Corporate Center minimum is $1 million. years' experience in the
Rye, New York 10580 investment industry.

International Growth Fund Vontobel has provided Fabrizio Pierallini, Senior
investment counseling since Vice President and Managing
Vontobel USA Inc. 1984. Vontobel's assets under Director of International
("Vontobel") management for all clients were Investments is responsible for
450 Park Avenue $2.1 billion as of December 31, the day-to-day management of
New York, New York 10022 1999. Usual investment minimum the Fund. Mr. Pierallini has
is $10 million. been employed by Vontobel since
1994 as Senior Vice President
and Managing Director. He
previously served as associate
director/portfolio manager for
the Swiss Bank and has more
than 18 years experience in the
investment industry.
</TABLE>

61
<PAGE> 65

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Global Financial Services Fund Sanford Bernstein was The day-to-day management of
established in 1967 and as of this Fund is performed by
Sanford C. Bernstein & Co., December 31, 1999, had $88 Sanford Bernstein's Policy
Inc. ("Sanford Bernstein") billion in assets under Group, chaired by Andrew S.
767 Fifth Avenue management. Usual investment Adelson, who has more than 20
New York, New York 10153-0185 minimum is $5 million. years' experience in the
investment industry. He joined
Sanford Bernstein in 1980 and
has served as Chief Investment
Officer of International
Investment Services since 1990.

Internet Fund Alger has been an investment David Alger and David Hyun are
adviser since 1964 and managed the individuals responsible for
Alger investments of approximately the day-to-day management of
1 World Trade Center $17.4 billion at December 31, the Fund. Mr. Alger has been
Suite 9333 1999. Usual investment minimum employed by Alger as Executive
New York, NY 10048 is $5 million. Vice President and Director of
Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.

International Internet Fund Alger has been an investment David Alger and David Hyun are
adviser since 1964 and managed the individuals responsible for
Alger investments of approximately the day-to-day management of
1 World Trade Center $17.4 billion at December 31, the Fund. Mr. Alger has been
Suite 9333 1999. Usual investment minimum employed by Alger as Executive
New York, NY 10048 is $5 million. Vice President and Director of
Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.

Government Securities Fund The firm was founded in 1971 Philip A. Barach and Jeffrey E.
and as of December 31, 1999, Gundlach, Managing Directors of
TCW TCW and its affiliated TCW are responsible for the
865 South Figueroa Street companies had approximately $71 day-to-day investment
Suite 1800 billion under management or management of the Fund and have
Los Angeles, California 90017 committed for management in more than 37 years' combined
various fiduciary advisory experience in the investment
capacities. Usual investment industry. They have served as
minimum for fixed income Managing Directors since they
accounts is $50 million. joined TCW in 1987 and 1985,
respectively.
</TABLE>

62
<PAGE> 66

NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing
investment advice with respect Director and Chief Investment
Caywood-Scholl Capital to high-yield, low grade fixed Officer of Caywood-Scholl, is
Management income instruments since 1986. responsible for the day-to-day
("Caywood-Scholl") As of December 31, 1999, assets management of the Fund. He has
4350 Executive Drive, Suite 125 under management for all more than 30 years' investment
San Diego, California 92121 clients were approximately $1.4 industry experience. He joined
billion. Usual investment Caywood-Scholl in 1986 as
minimum is $1 million. Managing Director and Chief
Investment Officer and has held
those positions since 1986.
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined MBIA
counseling services since 1987. in 1994 as President and Chief
MBIA Capital Management Corp. As of December 31, 1999, assets Investment Officer. He has more
("MBIA") under management for all than 25 years' experience in
113 King Street clients were approximately the investment industry and
Armonk, New York 10504 $29.6 billion. Usual investment serves as portfolio manager to
minimum is $10 million. the Fund. He previously served
as Director of Investments for
Shields Asset Management from
1988 through 1993.
Balanced Fund Montag & Caldwell has served as Ronald E. Canakaris, President
the Fund Manager to Alpha Fund, and Chief Investment Officer of
Montag & Caldwell Inc., the predecessor of the Montag & Caldwell and Helen M.
3455 Peachtree Road, N.E. Growth Fund, since the Fund was Donahue, Assistant Vice
Suite 1200 organized in 1968. Montag & President, are responsible for
Atlanta, Georgia 30326-3248 Caldwell and its predecessors the day-to-day investment
have been engaged in the management of the Balanced
business of providing Fund. They have more than 36
investment counseling to years' combined experience in
individuals and institutions the investment industry. Mr.
since 1945. Total assets under Canakaris has been President of
management for all clients were Montag & Caldwell for more than
approximately $35.1 billion as 15 years. Ms. Donahue has
of December 31, 1999. Usual served as Assistant Vice
investment minimum is $40 President since 1997.
million.
Managed Fund The two Fund Managers are Richard J. Glasebrook II,
allocated net cash flows into Managing Director of
OpCap Advisors and redemptions out of the Fund Oppenheimer Capital is
1345 Avenue of the Americas on a 50/50 basis. OpCap handles responsible for the day-to-day
47th Floor both equity and fixed income management of OpCap's portion
New York, New York 10105 investments and Sanford of the Fund. He has more than
and Bernstein handles equities. 25 years' investment industry
Sanford Bernstein experience. Mr. Glasebrook has
767 Fifth Avenue OpCap has provided investment served as Managing Director of
New York, New York counseling services since 1987. Oppenheimer Capital since 1994
10153-0185 As of December 31, 1999, and immediately prior to that
Oppenheimer Capital and its served as Senior Vice
affiliates have over $52.1 President.
billion under management. Usual
investment minimum is $20 Day-to-day management of
million. Sanford Bernstein's portion of
the Fund will be handled by
Sanford Bernstein was Sanford Bernstein's Investment
established in 1967 and as of Policy Group, chaired by Steven
December 31, 1999, had $88 Pisarkiewicz, who has 15 years
billion in assets under of experience in the investment
management. Usual investment industry. He joined Sanford
minimum is $5 million. Bernstein in 1989 and assumed
his current position as
Chairman and Chief Investment
Officer for Structured Equity
Services in 1998.
</TABLE>

63
<PAGE> 67

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 International Internet Fund's financial
highlights are not provided since the Fund is new and did not commence
operations until after December 31, 1999.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
ENTERPRISE GROWTH FUND (CLASS A) 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 21.07 $ 16.91 $ 13.10 $ 10.44 $ 7.76
Net Investment Income (Loss).............. (0.12)(F) (0.11)(F) (0.07) (0.04) (0.03)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 4.73 5.31 4.23 3.44 3.13
-------------------------------------------------------------
Total from Investment Operations.......... 4.61 5.20 4.16 3.40 3.10
-------------------------------------------------------------
Distributions from Capital Gains.......... (1.13) (1.04) (0.35) (0.74) (0.42)
-------------------------------------------------------------
Total Distributions....................... (1.13) (1.04) (0.35) (0.74) (0.42)
-------------------------------------------------------------
Net Asset Value End of Period............. $ 24.55 $ 21.07 $ 16.91 $ 13.10 $ 10.44
-------------------------------------------------------------
Total Return(C)........................... 22.08% 30.94% 31.76% 32.60% 39.98%
Net Assets End of Period (In Thousands)... $1,268,022 $827,567 $424,280 $196,752 $122,559
Ratio of Expenses to Average Net Assets... 1.40% 1.48% 1.43%(E) 1.53%(E) 1.60%
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.40% 1.48% 1.43%(E) 1.53%(E) 1.60%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.51)% (0.58)% (0.55)% (0.39)% (0.35)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (0.51)% (0.58)% (0.55)% (0.39)% (0.35)%
Portfolio Turnover Rate................... 38% 28% 22% 30% 45%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
---------------------------------------------- MAY 1 THROUGH
ENTERPRISE GROWTH FUND (CLASS B) 1999 1998 1997 1996 DECEMBER 31, 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period....... $ 20.62 $ 16.66 $ 12.97 $ 10.41 $ 8.69
Net Investment Income (Loss).............. (0.24)(F) (0.21)(F) (0.11) (0.06) (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 4.59 5.21 4.15 3.36 2.16
--------------------------------------------------------------------
Total from Investment Operations.......... 4.35 5.00 4.04 3.30 2.14
--------------------------------------------------------------------
Distributions from Capital Gains.......... (1.13) (1.04) (0.35) (0.74) (0.42)
--------------------------------------------------------------------
Total Distributions....................... (1.13) (1.04) (0.35) (0.74) (0.42)
--------------------------------------------------------------------
Net Asset Value End of Period............. $ 23.84 $ 20.62 $ 16.66 $ 12.97 $10.41
--------------------------------------------------------------------
Total Return(D)........................... 21.30% 30.20% 31.15% 31.73% 24.66%(B)
Net Assets End of Period (in thousands)... $811,706 $446,473 $166,932 $36,483 $4,572
Ratio of Expenses to Average Net Assets... 1.95% 2.03% 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement)................ 1.95% 2.03% 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (1.06)% (1.13)% (1.10)% (0.96)% (0.82)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding
Reimbursement)........................... (1.06)% (1.13)% (1.10)% (0.96)% (0.82)%(A)
Portfolio Turnover Rate................... 38% 28% 22% 30% 45%(A)
</TABLE>

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

A Annualized.
B Not Annualized.
C Total returns do not include one time sales charge.
D Total return does not include contingent deferred sales charge.
E Effective September 1, 1995, ratio includes expenses paid indirectly.
F Based on average monthly shares outstanding.
G Less than $0.01 per share.

64
<PAGE> 68

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

65
<PAGE> 69

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

66
<PAGE> 70

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

67
<PAGE> 71

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS A) 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 38.59 $ 35.54 $ 34.21 $ 32.54 $ 28.54
Net Investment Income (Loss)................................ (0.47)(F) (0.39)(F) (0.37) (0.31) (0.25)
Net Realized and Unrealized Gain (Loss) on Investments...... 15.43 10.55 7.31 5.69 7.59
---------------------------------------------------------
Total from Investment Operations............................ 14.96 10.16 6.94 5.38 7.34
---------------------------------------------------------
Distributions from Capital Gains............................ (6.94) (7.11) (5.61) (3.71) (3.34)
---------------------------------------------------------
Total Distributions......................................... (6.94) (7.11) (5.61) (3.71) (3.34)
---------------------------------------------------------
Net Asset Value End of Period............................... $ 46.61 $ 38.59 $ 35.54 $ 34.21 $ 32.54
---------------------------------------------------------
Total Return(C)............................................. 39.39% 30.15% 20.27% 16.52% 25.70%
Net Assets End of Period (In Thousands)..................... $181,232 $131,605 $112,738 $115,253 $121,207
Ratio of Expenses to Average Net Assets..................... 1.52% 1.52% 1.65%(E) 1.60% 1.65%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.52% 1.52% 1.65% 1.60%(E) 1.65%
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.15)% (1.01)% (1.06)% (0.87)% (0.82)%
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.15)% (1.01)% (1.06)% (0.87)% (0.82)%
Portfolio Turnover Rate..................................... 170% 76% 61% 66% 65%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
----------------------------------------- MAY 1 THROUGH
ENTERPRISE CAPITAL APPRECIATION FUND (CLASS B) 1999 1998 1997 1996 DECEMBER 31, 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 37.50 $ 34.89 $33.86 $32.42 $30.04
Net Investment Income (Loss)................................ (0.68)(F) (0.58)(F) (0.45) (0.35) (0.12)
Net Realized and Unrealized Gain (Loss) on Investments...... 14.92 10.30 7.09 5.50 5.84
-------------------------------------------------------------
Total from Investment Operations............................ 14.24 9.72 6.64 5.15 5.72
-------------------------------------------------------------
Distributions from Capital Gains............................ (6.94) (7.11) (5.61) (3.71) (3.34)
-------------------------------------------------------------
Total Distributions......................................... (6.94) (7.11) (5.61) (3.71) (3.34)
-------------------------------------------------------------
Net Asset Value End of Period............................... $ 44.80 $ 37.50 $34.89 $33.86 $32.42
-------------------------------------------------------------
Total Return(D)............................................. 38.62% 29.44% 19.60% 15.87% 18.99%(B)
Net Assets End of Period (In Thousands)..................... $40,276 $14,663 $7,862 $5,047 $1,953
Ratio of Expenses to Average Net Assets..................... 2.08% 2.08% 2.21% 2.14%(E) 2.08%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.08% 2.08% 2.21% 2.14%(E) 2.08%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.69)% (1.56)% (1.61)% (1.43)% (1.41)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.69)% (1.56)% (1.61)% (1.43)% (1.41)%(A)
Portfolio Turnover Rate..................................... 170% 76% 61% 66% 65%(A)
</TABLE>

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

68
<PAGE> 72

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

69
<PAGE> 73

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
------------------- OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS A) 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 22.44 $23.39 $ 26.61 $24.54
Net Investment Income (Loss)................................ (0.35)(F) (0.32)(F) (0.40) (0.05)
Net Realized and Unrealized Gain (Loss) on Investments...... 11.17 (0.63) (2.27) 2.12
------------------------------------------------------------
Total from Investment Operations............................ 10.82 (0.95) (2.67) 2.07
------------------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- --
Distributions from Capital Gains............................ -- -- (0.55) --
------------------------------------------------------------
Total Distributions......................................... -- -- (0.55) --
------------------------------------------------------------
Net Asset Value End of Period............................... $ 33.26 $22.44 $ 23.39 $26.61
------------------------------------------------------------
Total Return(C)............................................. 48.22% (4.06)% (10.04)%(B) 8.44%(B)
Net Assets End of Period (In Thousands)..................... $19,024 $8,194 $ 4,861 $2,102
Ratio of Expenses to Average Net Assets..................... 1.85% 1.85% 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets
(Excluding Reimbursement).................................. 2.29% 2.66% 2.38%(A) 4.48%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.38)% (1.43)% (1.56)%(A) (1.61)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.82)% (2.24)% (2.09)%(A) (4.25)%(A)
Portfolio Turnover Rate..................................... 62% 151% 24%(A) 158%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
------------------- OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS B) 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 22.13 $23.33 $ 26.58 $24.54
Net Investment Income (Loss)................................ (0.48)(F) (0.41)(F) (0.47) (0.05)
Net Realized and Unrealized Gain (Loss) on Investments...... 10.97 (0.79) (2.23) 2.09
------------------------------------------------------------
Total from Investment Operations............................ 10.49 (1.20) (2.70) 2.04
------------------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- --
Distributions from Capital Gains............................ -- -- (0.55) --
------------------------------------------------------------
Total Distributions......................................... -- -- (0.55) --
------------------------------------------------------------
Net Asset Value End of Period............................... $ 32.62 $22.13 $ 23.33 $26.58
------------------------------------------------------------
Total Return(D)............................................. 47.40% (5.14)% (10.16)%(B) 8.31%(B)
Net Assets End of Period (In Thousands)..................... $19,798 $8,760 $ 2,842 $1,099
Ratio of Expenses to Average Net Assets..................... 2.40% 2.40% 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.84% 3.24% 2.93%(A) 5.52%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.93)% (1.94)% (2.11)%(A) (2.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (2.37)% (2.78)% (2.64)%(A) (5.29)%(A)
Portfolio Turnover Rate..................................... 62% 151% 24%(A) 158%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD FOR THE PERIOD
------------------ OCTOBER 1 THROUGH JULY 17 THROUGH
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS C) 1999 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $22.21 $23.32 $ 26.57 $24.54
Net Investment Income (Loss)................................ (0.47)(F) (0.41)(F) (0.62) (0.07)
Net Realized and Unrealized Gain (Loss) on Investments...... 10.99 (0.70) (2.08) 2.10
-----------------------------------------------------------
Total from Investment Operations............................ 10.52 (1.11) (2.70) 2.03
-----------------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- --
Distributions from Capital Gains............................ -- -- (0.55) --
-----------------------------------------------------------
Total Distributions......................................... -- -- (0.55) --
-----------------------------------------------------------
Net Asset Value End of Period............................... $32.73 $22.21 $ 23.32 $26.57
-----------------------------------------------------------
Total Return(D)............................................. 47.37% (4.76)% (10.16)%(B) 8.27%(B)
Net Assets End of Period (In Thousands)..................... $4,654 $2,481 $ 795 $ 201
Ratio of Expenses to Average Net Assets..................... 2.40% 2.40% 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.84% 3.24% 2.93%(A) 5.91%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.93)% (1.93)% (2.11)%(A) (2.15)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (2.37)% (2.77)% (2.64)%(A) (5.65)%(A)
Portfolio Turnover Rate..................................... 62% 151% 24%(A) 158%(A)
</TABLE>

70
<PAGE> 74

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS A) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 7.92 $ 7.75 $ 5.74 $ 5.43 $ 5.17
Net Investment Income (Loss)................................ (0.02)(F) (0.03)(F) 0.01 (0.01) 0.02
Net Realized and Unrealized Gain (Loss) on Investments...... 1.28 0.42 2.53 0.62 0.46
----------------------------------------------------
Total from Investment Operations............................ 1.26 0.39 2.54 0.61 0.48
----------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- -- (0.02)
Distributions from Capital Gains............................ (0.65) (0.22) (0.53) (0.30) (0.20)
----------------------------------------------------
Total Distributions......................................... (0.65) (0.22) (0.53) (0.30) (0.22)
----------------------------------------------------
Net Asset Value End of Period............................... $ 8.53 $ 7.92 $ 7.75 $ 5.74 $ 5.43
----------------------------------------------------
Total Return(C)............................................. 16.13% 5.15% 44.24% 11.28% 9.29%
Net Assets End of Period (In Thousands)..................... $135,222 $79,867 $45,310 $17,308 $19,720
Ratio of Expenses to Average Net Assets..................... 1.63% 1.75% 1.75% 1.75% 1.75%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.63% 1.85% 1.95% 2.38% 2.21%
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.22)% (0.37)% 0.05% (0.13)% 0.32%
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.22)% (0.48)% (0.15)% (0.76)% (0.14)%
Portfolio Turnover Rate..................................... 46% 33% 63% 144% 37%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
--------------------------------------------- MAY 1 THROUGH
ENTERPRISE SMALL COMPANY VALUE FUND (CLASS B) 1999 1998 1997 1996 DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 7.74 $ 7.63 $ 5.69 $ 5.41 $ 5.28
Net Investment Income (Loss)................................ (0.06)(F) (0.07)(F) -- (0.03) (0.01)
Net Realized and Unrealized Gain (Loss) on Investments...... 1.24 0.40 2.47 0.61 0.36
------------------------------------------------------------------
Total from Investment Operations............................ 1.18 0.33 2.47 0.58 0.35
------------------------------------------------------------------
Dividends from Net Investment Income........................ -- -- -- -- (0.02)
Distributions from Capital Gains............................ (0.65) (0.22) (0.53) (0.30) (0.20)
------------------------------------------------------------------
Total Distributions......................................... (0.65) (0.22) (0.53) (0.30) (0.22)
------------------------------------------------------------------
Net Asset Value End of Period............................... $ 8.27 $ 7.74 $ 7.63 $ 5.69 $ 5.41
------------------------------------------------------------------
Total Return(D)............................................. 15.47% 4.44% 43.40% 10.77% 6.87%(B)
Net Assets End of Period (In Thousands)..................... $98,472 $61,929 $22,013 $2,606 $ 862
Ratio of Expenses to Average Net Assets..................... 2.18% 2.30% 2.30% 2.30% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.18% 2.41% 2.44% 2.92% 2.78%(A)
Ratio of Net Investment Income to Average Net Assets........ (0.78)% (0.93)% (0.67)% (0.77)% (0.40)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.78)% (1.04)% (0.81)% (1.39)% (0.90)%(A)
Portfolio Turnover Rate..................................... 46% 33% 63% 144% 37%(A)
</TABLE>

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

71
<PAGE> 75

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS A) 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 18.89 $ 16.71 $ 17.10 $ 16.08 $ 14.70
Net Investment Income (Loss)................................ (0.11)(F) 0.06 0.08 0.10 0.11
Net Realized and Unrealized Gain (Loss) on Investments...... 7.37 2.32 0.73 1.88 2.12
---------------------------------------------------
Total from Investment Operations............................ 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............................ (2.18) (0.15) (1.13) (0.87) (0.76)
---------------------------------------------------
Total Distributions......................................... (2.34) (0.20) (1.20) (0.96) (0.85)
---------------------------------------------------
Net Asset Value End of Period............................... $ 23.81 $ 18.89 $ 16.71 $ 17.10 $ 16.08
---------------------------------------------------
Total Return(C)............................................. 39.76% 14.28% 4.75% 12.32% 15.17%
Net Assets End of Period (In Thousands)..................... $55,426 $41,458 $38,020 $34,837 $28,628
Ratio of Expenses to Average Net Assets..................... 1.94% 2.00% 2.00% 2.00% 2.00%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.94% 2.11% 2.11% 2.19% 2.40%
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.53)% 0.30% 0.50% 0.61% 0.70%
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (0.53)% 0.19% 0.39% 0.42% 0.30%
Portfolio Turnover Rate..................................... 131% 52% 27% 24% 31%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, FOR THE PERIOD
-------------------------------------- MAY 1 THROUGH
ENTERPRISE INTERNATIONAL GROWTH FUND (CLASS B) 1999 1998 1997 1996 DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 18.62 $ 16.53 $16.97 $16.02 $14.82
Net Investment Income (Loss)................................ (0.21)(F) (0.04) 0.01 0.01 (0.02)
Net Realized and Unrealized Gain (Loss) on Investments...... 7.23 2.28 0.69 1.87 2.08
-----------------------------------------------------------
Total from Investment Operations............................ 7.02 2.24 0.70 1.88 2.06
-----------------------------------------------------------
Dividends from Net Investment Income........................ (0.06) -- (0.01) (0.06) (0.10)
Distributions from Capital Gains............................ (2.18) (0.15) (1.13) (0.87) (0.76)
-----------------------------------------------------------
Total Distributions......................................... (2.24) (0.15) (1.14) (0.93) (0.86)
-----------------------------------------------------------
Net Assets Value End of Period.............................. $ 23.40 $ 18.62 $16.53 $16.97 $16.02
-----------------------------------------------------------
Total Return(D)............................................. 39.02% 13.57% 4.17% 11.72% 13.88%(B)
Net Assets End of Period (In Thousands)..................... $23,475 $16,008 $9,878 $4,276 $1,094
Ratio of Expenses to Average Net Assets..................... 2.48% 2.55% 2.55% 2.55% 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 2.48% 2.66% 2.67% 2.75% 2.75%(A)
Ratio of Net Investment Income to Average Net Assets........ (1.10)% (0.28)% (0.06)% 0.09% (0.65)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. (1.10)% (0.39)% (0.18)% (0.11)% (0.85)%(A)
Portfolio Turnover Rate..................................... 131% 52% 27% 24% 31%(A)
</TABLE>

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

72
<PAGE> 76

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

73
<PAGE> 77

FINANCIAL HIGHLIGHTS (CONTINUED)

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

<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 1, 1999 THROUGH
ENTERPRISE INTERNET FUND (CLASS B) DECEMBER 31, 1999
- -------------------------------------------------------------------------
<S> <C>
Net Asset Value Beginning of Period................ $ 10.00
Net Investment Income (Loss)....................... (0.18)(F)
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 22.18
--------
Total from Investment Operations................... 22.00
--------
Dividends from Net Investment Income............... --
Distributions from Capital Gains................... (0.35)
--------
Total Distributions................................ (0.35)
--------
Net Asset Value End of Period...................... $ 31.65
--------
Total Return(D).................................... 220.09%(B)
Net Assets End of Period (In Thousands)............ $107,176
Ratio of Expenses to Average Net Assets............ 2.45%(A)
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement).................................... 2.56%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ (1.85)%(A)
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Reimbursement).............. (1.96)%(A)
Portfolio Turnover Rate............................ 31%
</TABLE>

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

74
<PAGE> 78

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
ENTERPRISE GOVERNMENT SECURITIES FUND (CLASS A) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Period......................... $ 12.15 $ 12.03 $ 11.80 $ 11.83 $ 10.62
Net Investment Income (Loss)................................ 0.65(F) 0.68 0.73 0.74 0.76
Net Realized and Unrealized Gain (Loss) on Investments...... (0.58) 0.12 0.23 (0.03) 1.21
---------------------------------------------------
Total from Investment Operations............................ 0.07 0.80 0.96 0.71 1.97
---------------------------------------------------
Dividends from Net Investment Income........................ (0.65) (0.68) (0.73) (0.74) (0.76)
---------------------------------------------------
Total Distributions......................................... (0.65) (0.68) (0.73) (0.74) (0.76)
---------------------------------------------------
Net Asset Value End of Period............................... $ 11.57 $ 12.15 $ 12.03 $ 11.80 $ 11.83
---------------------------------------------------
Total Return(C)............................................. 0.58% 6.82% 8.39% 6.29% 19.00%
Net Assets End of Period (In Thousands)..................... $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%
Ratio of Expenses to Average Net Assets (Excluding
Reimbursement)............................................. 1.39% 1.38% 1.46% 1.42% 1.44%
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 5.46% 5.61% 6.16% 6.35% 6.66%
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Reimbursement).................................. 5.37% 5.53% 6.00% 6.23% 6.52%
Portfolio Turnover Rate..................................... 11% 8% 10% 0% 0%
</TABLE>

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

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

75
<PAGE> 79

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

76
<PAGE> 80

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

77
<PAGE> 81

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

78
<PAGE> 82

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

79
<PAGE> 83

FINANCIAL HIGHLIGHTS (CONTINUED)

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

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

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

80
<PAGE> 84

FOR MORE INFORMATION

The following documents contain more information about the Funds and are
available free of charge upon request:

Annual/Semi-annual Reports. Contain financial statements, performance
data and information on portfolio holdings. The annual report also contains
a written analysis of market conditions and investment strategies that
significantly affected a Fund's performance during the last fiscal year.

Statement of Additional Information (SAI). Contains additional
information about the Funds' policies, investment restrictions and business
structure. This prospectus incorporates the SAI by reference.

You may obtain copies of these documents or ask questions about the Funds
by contacting:

The Enterprise Group of Funds, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 450
Atlanta, Georgia 30326
1-800-432-4320

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 (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
<PAGE> 85

<TABLE>
<S> <C>
(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
</TABLE>

NEW ACCOUNT APPLICATION

<TABLE>
<S> <C> <C>
1 TYPE OF ACCOUNT (PLEASE PRINT OR TYPE)

[ ] JOINT
[ ] INDIVIDUAL

Name --------------------------------------------- SSN# -----------------------------------------------------
Use only the Social Security Number of the first listed
joint tenant.
Joint Registrant (if any)

Name ---------------------------------------------
</TABLE>

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

<TABLE>
<S> <C> <C>
[ ] UNIFORM GIFT TO MINORS or [ ] UNIFORM TRANSFER TO MINORS
Name of Adult Custodian (only one permitted) ---------------------------------------------------------------------
Name of Minor (only one permitted) -------------------------------------------------------------------------------
Minor's Date of Birth ------------------ Minor's Social Security Number ---------------------------------
under the ------------------------------ Uniform Gifts/Transfers to Minors Act
State of Residence of Minor
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
[ ] CORPORATION [ ] PARTNERSHIP Taxpayer ID # ------------------------------------------
or
[ ] TRUST [ ] OTHER Social Security # --------------------------------------
Name of Corporation, Partnership, Trust or Other -----------------------------------------------------------------
---------------------------------------------------------------
Name of Trustee(s) (if Trust) ------------------------------------------------------------------------------------
Date of Trust Agreement (if Trust) -------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
2 MAILING ADDRESS

Street or P.O. Box -----------------------------------------------------------------------------------------------

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

Daytime Telephone ------------------------------------ E-mail Address ------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
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)
CLASS OF SHARES (CHECK ONE)
A B C
Growth [ ] [ ] [ ]
$ _____________________ or ____________ %
Growth and Income [ ] [ ] [ ]
$ _____________________ or ____________ %
Equity [ ] [ ] [ ]
$ _____________________ or ____________ %
Equity Income [ ] [ ] [ ]
$ _____________________ or ____________ %
Capital Appreciation [ ] [ ] [ ]
$ _____________________ or ____________ %
Multi-Cap Growth [ ] [ ] [ ]
$ _____________________ or ____________ %
Small Company Growth [ ] [ ] [ ]
$ _____________________ or ____________ %
Small Company Value [ ] [ ] [ ]
$ _____________________ or ____________ %
International Growth [ ] [ ] [ ]
$ _____________________ or ____________ %
Global Financial Services [ ] [ ] [ ]
$ _____________________ or ____________ %
Internet [ ] [ ] [ ]
$ _____________________ or ____________ %
International Internet [ ] [ ] [ ]
$ _____________________ or ____________ %
Government Securities [ ] [ ] [ ]
$ _____________________ or ____________ %
High-Yield Bond [ ] [ ] [ ]
$ _____________________ or ____________ %
Tax-Exempt Income [ ] [ ] [ ]
$ _____________________ or ____________ %
Balanced [ ] [ ] [ ]
$ _____________________ or ____________ %
Managed [ ] [ ] [ ]
$ _____________________ or ____________ %
Money Market [ ] [ ] [ ]
$ _____________________ or ____________ %

</TABLE>

- --------------------------------------------------------------------------------
<PAGE> 86

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

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.-------------------------------------------------------
</TABLE>

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

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:
</TABLE>

<TABLE>
<S> <C>
Account number(s) and registration:

1. ---------------------------------------------------------
2. ---------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
6 DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS

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

Invest income/capital gains (circle one or both)

From the ---------------------- Fund(s) into the ----------------------- Fund (account is subject to the $1,000 minimum)
</TABLE>

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

<TABLE>
<S> <C> <C>
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.
[ ] I DO NOT WANT THE TELEPHONE EXCHANGE PRIVILEGE [ ] I DO NOT WANT THE TELEPHONE REDEMPTION PRIVILEGE
Redemptions by telephone must be for an amount less than $50,000 and will be sent by check via U.S. Mail to
the address of record, or sent to the bank of record, if Section 7 is completed with bank instructions.
Redemptions of Class B and C shares may be subject to a contingent deferred sales charge, as set forth in
the Enterprise Funds Prospectus.
Neither the Fund nor the Transfer Agent will be liable for properly acting upon telephone instructions
believed to be genuine. Should the Fund or its Transfer Agent fail to utilize reasonable procedures, it may
be liable for any losses due to unauthorized or fraudulent instructions.
</TABLE>

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

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
</TABLE>

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

9 TO BE COMPLETED BY BROKER OR DEALER
Registered Representative Name------------------------------- Representative Number --------------------------------------

Broker/Dealer Name -------------------------------------------------------------------------------------------------------

Branch Address -----------------------------------------------------------------------------------------------------------

-------------------------------------------- Branch Telephone Number ( )-------------------------------
</TABLE>

- --------------------------------------------------------------------------------
<PAGE> 87

THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS

CLASS Y SHARES

JUNE 30, 2000

EQUITY FUNDS

Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Multi-Cap Growth Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund

SECTOR FUNDS

Global Financial Services Fund
Internet Fund
International Internet Fund

INCOME FUNDS

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

DOMESTIC HYBRID FUNDS

Balanced Fund
Managed Fund

MONEY MARKET FUND

Money Market Fund

This prospectus contains information you should know before investing,
including information about risks. Please read it before you invest and keep it
for future reference.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Introduction................................................ 1
Growth Fund................................................. 2
Growth and Income Fund...................................... 4
Equity Fund................................................. 6
Equity Income Fund.......................................... 8
Capital Appreciation Fund................................... 10
Multi-Cap Growth Fund....................................... 12
Small Company Growth Fund................................... 14
Small Company Value Fund.................................... 16
International Growth Fund................................... 18
Global Financial Services Fund.............................. 20
Internet Fund............................................... 23
International Internet Fund................................. 25
Government Securities Fund.................................. 28
High-Yield Bond Fund........................................ 30
Tax-Exempt Income Fund...................................... 32
Balanced Fund............................................... 34
Managed Fund................................................ 36
Money Market Fund........................................... 38
Additional Information About the Funds' Investments and
Risks..................................................... 40
Higher-Risk Securities and Practices........................ 42
Risk Terminology............................................ 44
Shareholder Account Information............................. 45
Class Y Shares............................................ 45
Dealer Compensation....................................... 45
Purchasing, Redeeming and Exchanging Shares............... 46
Transaction and Account Policies............................ 50
Valuation of Shares....................................... 50
Execution of Requests..................................... 50
Telephone Transactions.................................... 51
Exchanges and Redemptions................................. 51
Share Certificates........................................ 51
Small Accounts............................................ 51
Reports to Shareholders................................... 51
Dividends, Distributions and Taxes........................ 52
Fund Management............................................. 54
The Investment Advisor.................................... 54
The Fund Managers......................................... 55
Financial Highlights........................................ 59
</TABLE>
<PAGE> 89

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> 90
[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Growth Fund Portfolio Profile."]

ENTERPRISE GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of large
capitalization companies

Fund Manager Montag & Caldwell, Inc.

Who May Want To Invest Investors who want the value of
their investment to grow but do not need to receive income
on their investment

Investment Strategies The Growth Fund invests primarily in
U.S. common stocks. The "Growth at a Reasonable Price"
strategy employed by the Fund combines growth and value
style investing. This means that the Fund invests in the
stocks of companies with long-term earnings potential but
which are currently selling at a discount to their
estimated long term value. The Fund's equity selection
process is generally lower risk than a typical growth stock
approach. Valuation is the key selection criterion which
makes the investment style risk averse. Also emphasized are growth
characteristics to identify companies whose shares are attractively priced and
may experience strong earnings growth relative to other companies.

PERFORMANCE INFORMATION

The bar chart and the performance table illustrate the volatility of an
investment in the Fund and give some indication of the risk. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future.

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

[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>

2
<PAGE> 91

<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

3
<PAGE> 92
[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Growth and Income Fund Portfolio Profile."]

ENTERPRISE GROWTH AND INCOME FUND

FUND PROFILE

Investment Objective Total return through capital
appreciation with income as a secondary consideration

Principal Investments Broadly diversified group of U.S.
common stocks of large capitalization companies

Fund Manager Retirement System Investors Inc.

Who May Want To Invest Investors who want the value of
their investment to grow with the potential of receiving
dividend income

Investment Strategies The Growth and Income Fund invests
primarily in U.S. common stocks of large capitalization
companies. The Fund selects stocks that 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>

4
<PAGE> 93

<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

5
<PAGE> 94
[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Equity Fund Portfolio Profile."]

ENTERPRISE EQUITY FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Principal Investments U.S. common stocks

Fund Manager 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

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 from 1999.]

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

6
<PAGE> 95

<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

7
<PAGE> 96
[Picture Description: Columns of various heights: located to the left of the
section titled: "Enterprise Equity Income Fund Portfolio Profile."]

ENTERPRISE EQUITY INCOME FUND

FUND PROFILE

Investment Objective A combination of growth and income to
achieve an above-average and consistent total return

Principal Investments Dividend-paying U.S. common stocks

Fund Manager 1740 Advisers, Inc.

Who May Want To Invest Investors who want the value of
their investment to grow, with the potential of receiving
dividend income

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 from 1999.]

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

8
<PAGE> 97

<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

9
<PAGE> 98

[Picture Description: Ticker: Old fashioned ticker tape: located to the left of
the section titled: "Enterprise Capital Appreciation Fund Portfolio Profile."]

ENTERPRISE CAPITAL APPRECIATION FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of companies that
demonstrate 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, in the Fund Manager's opinion, 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
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, forced displacement (i.e., a better
investment idea surfaces) or a permanent change in industry/company fundamentals
that alters the original investment thesis.

PERFORMANCE INFORMATION

10
<PAGE> 99

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 from 1999]

<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) CLASS Y
- -----------------------------------------------------------------------------------
<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

11
<PAGE> 100

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

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

Information about Fund performance is not provided due to the fact that the Fund
does not have returns for a full calendar year.

12
<PAGE> 101

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)................................................. 0.32%
------
Total Annual Fund Operating Expenses.............................. 1.32%
------
</TABLE>

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

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

EXAMPLE

13
<PAGE> 102

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

ENTERPRISE SMALL COMPANY GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

Fund Manager William D. Witter, Inc.

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.

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>

14
<PAGE> 103

<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

15
<PAGE> 104

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

ENTERPRISE SMALL COMPANY VALUE FUND

FUND PROFILE

Investment Objective Maximum capital appreciation

Principal Investments U.S. common stocks of small
capitalization companies

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

Who May Want To Invest Investors who want an increase in
the value of their investment without regard to income; are
willing to accept the increased risk of investing in small
company stocks for the possibility of higher returns; and
want to diversify their portfolio to include small company
stocks
Investment Strategies The Small Company Value Fund invests
primarily in common stocks of small capitalization
companies that the Fund Manager believes are
undervalued -- that is, the stock's market price does not
fully reflect the company's value. The Fund Manager uses a
proprietary research technique to determine which stocks
have a market price that is less than the "private market
value" or what 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>

16
<PAGE> 105

<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

17
<PAGE> 106

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

ENTERPRISE INTERNATIONAL GROWTH FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Non-U.S. equity securities

Fund Manager Vontobel USA Inc.

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.

[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>

18
<PAGE> 107

<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

19
<PAGE> 108

[Picture Description: Globe: located to the left of the section titled: "Global
Financial Services Fund Portfolio Profile."]

ENTERPRISE GLOBAL FINANCIAL SERVICES FUND

FUND PROFILE

Investment Objective Capital appreciation

Principal Investments Common stocks of domestic and
foreign financial services companies

Fund Manager Sanford C. Bernstein & Co., Inc.

Investment Strategies The Global Financial Services Fund
invests primarily in the domestic and foreign financial
services industry by normally investing in companies
domiciled in the U.S. and in at least three other countries. The Fund considers
a financial services company to be a firm that in its most recent fiscal year
either (i) derived at least 50% of its revenues or earnings from financial
services activities, or (ii) devoted at least 50% of its assets to such
activities. Financial services companies provide financial services to consumers
and businesses and include the following types of U.S. and foreign firms:
commercial banks, thrift institutions and their holding companies; consumer and
industrial finance companies; diversified financial services companies;
investment banks; securities brokerage and investment advisory firms; financial
technology companies; real estate-related firms; leasing firms; credit card
companies; government sponsored financial enterprises; investment companies;
insurance brokerages; and various firms in all segments of the insurance
industry such as multi- line property and casualty, life insurance companies and
insurance holding companies. The Fund Manager selects securities by combining
fundamental and quantitative research to identify securities of financial
services companies that are attractively priced relative to their expected
returns. Its research analysts employ a long-term approach to forecasting the
earnings and growth potential of companies and attempt to construct global
portfolios that produce maximum returns at a given risk level.

20
<PAGE> 109

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
21.00% -12.40%
(DECEMBER 31, 1998) (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(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Enterprise Global Financial Services Fund............... Class Y - 4.51% 12.26%
S&P 500 Financial Services Index(2)..................... 21.03% 35.88%
</TABLE>

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

(1) Inception for Class Y shares is October 1, 1998.
(2) 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

21
<PAGE> 110

<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(1)................................................. 1.72%
----
Total Annual Operating Expenses................................... 2.57%
Less Expense Reimbursement........................................ (1.27%)
----
Net Annual Fund Operating Expenses................................ 1.30%
----
</TABLE>

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

(1) Other expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

22
<PAGE> 111

[Picture Description: Globe: located to the left of the section titled:
"Enterprise Internet Fund Portfolio Profile."]

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 "high tech" sectors. 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 ("WWW"), 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 WWW documents and to other WWW
documents. An Intranet is the application of WWW 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

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

23
<PAGE> 112

administration and custody services. The Fund's expenses in the table are shown
as a percentage of the Fund's net assets.

<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)................................................. 0.31%
----
Total Annual Fund Operating Expenses.............................. 1.31%
----
</TABLE>

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

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

EXAMPLE

24
<PAGE> 113

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

ENTERPRISE INTERNATIONAL INTERNET FUND

FUND PROFILE

Investment Objective Long-term capital appreciation

Fund Manager Fred Alger Management, Inc.

25
<PAGE> 114

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>
ANNUAL FUND OPERATING EXPENSES (PAID INDIRECTLY IF YOU HOLD FUND SHARES) CLASS Y
- -----------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees.......................................... 1.00%
Distribution and Service (12b-1) Fees............................. 0.00%
Other Expenses(1)................................................. 0.46%
----
Total Annual Fund Operating Expenses.............................. 1.46%
Less Expense Reimbursements....................................... (0.01%)
----
Net Annual Fund Operating Expenses................................ 1.45%
----
</TABLE>

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

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

26
<PAGE> 115

EXAMPLE

27
<PAGE> 116

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

ENTERPRISE GOVERNMENT SECURITIES FUND

FUND PROFILE

Investment Objective Current income and safety of
principal

Principal Investments Securities that are obligations of
the U.S. Government, its agencies or instrumentalities

Fund Manager TCW 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

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 1998 & 1999.]

28
<PAGE> 117

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

29
<PAGE> 118

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

ENTERPRISE HIGH-YIELD BOND FUND

FUND PROFILE

Investment Objective Maximum current income

Principal Investments Debt securities rated below
investment grade, which are commonly known as "junk bonds"

Fund Manager Caywood-Scholl Capital Management

Who May Want To Invest Income-oriented investors who are
willing to accept increased risk for the possibility of
greater returns through high-yield bond investing

Investment Strategies The High-Yield Bond Fund invests
primarily in high-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 for 1998 & 1999.]

30
<PAGE> 119

<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, 2000, 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

31
<PAGE> 120

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

ENTERPRISE TAX-EXEMPT INCOME FUND

FUND PROFILE

Investment Objective A high level of current income exempt
from federal income tax, with consideration given to
preservation of principal

Principal Investments A diversified portfolio of long-term
investment grade municipal bonds

Fund Manager MBIA Capital Management Corp.

Who May Want To Invest Investors who want to receive
tax-free current income and maintain the value of their
investment
Investment Strategies The Tax-Exempt Income Fund invests
primarily in investment grade, tax-exempt municipal
securities. The issuers of these securities may be located
in any state, territory or possession of the United States.
In selecting investments for the Fund, the Fund Manager
tries to limit risk as much as possible. The Fund Manager
analyzes municipalities, their credit risk, market trends and investment cycles.
The Fund Manager attempts to identify and invest in municipal issuers with
improving credit and avoid those with deteriorating credit. The Fund anticipates
that its average weighted maturity will range from 10 to 25 years. The Fund
Manager will actively manage the Fund, adjusting the average Fund maturity and
utilizing futures contracts and options on futures as a defensive measure
according to its judgment of anticipated interest rates. During periods of
rising interest rates and falling prices, the Fund Manager may adopt a shorter
weighted average maturity to cushion the effect of bond price declines on the
Fund's net asset value. When rates are falling and prices are rising, the Fund
Manager may adopt a longer weighted average maturity. The Fund may also invest
up to 20% of its net assets in cash, cash equivalents and debt securities, the
interest from which may be subject to federal income tax. Investments in taxable
securities will be limited to investment grade corporate debt securities and
U.S. Government securities. The Fund will not invest more than 20% of its net
assets in municipal securities, the interest on which is subject to the federal
alternative minimum tax.

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.]

32
<PAGE> 121

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

33
<PAGE> 122

[Picture Description: Managed - Stones: "precious stones" lying in dishes of
varying sizes and shapes: located to the left of the section titled: "Enterprise
Balanced Fund Portfolio Profile."]

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.

34
<PAGE> 123

<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)................................................. 1.60%
----
Total Annual Fund Operating Expenses.............................. 2.35%
Less Expense Reimbursements....................................... (1.40%)
----
Net Annual Fund Operating Expenses................................ 0.95%
----
</TABLE>

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

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

EXAMPLE

35
<PAGE> 124

[Picture Description: Managed - Stones: "precious stones" lying in dishes of
varying sizes and shapes: located to the left of the section titled: "Enterprise
Managed Fund Portfolio Profile."]

ENTERPRISE MANAGED FUND

FUND PROFILE

Investment Objective Growth of capital over time

Principal Investments Common stocks, bonds and cash
equivalents, the percentages of which will vary based on
the Fund Manager's assessment of relative investment values

Fund Manager OpCap Advisors
Sanford C. Bernstein & Co., 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 Managed Fund invests in a
diversified portfolio of common stocks, bonds and cash
equivalents. The allocation of the Fund's assets among the
different types of permitted investments will vary from time to time based upon
the Fund Manager's evaluation of economic and market trends and its perception
of the relative values available from such types of securities at any given
time. There is neither a minimum nor a maximum percentage of the Fund's assets
that may, at any given time, be invested in any specific types of investments.
However, the Fund invests primarily in equity securities at times when the Fund
Manager believes that the best investment values are available in the equity
markets. The Fund may invest almost all of its assets in high-quality short-term
money market and cash equivalent securities when the Fund Manager deems it
advisable to preserve capital. Consequently, while the Fund will earn income to
the extent it is invested in bonds or cash equivalents, the Fund does not have
any specific income objective. The bonds in which the Fund may invest will
normally be investment grade intermediate to long-term U.S. Government and
corporate debt.

Principal Risks The Fund invests in both common stocks and debt securities. As
a result, the Fund is subject to the risk that stock prices will fall over short
or extended periods of time. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. This price volatility is a
principal risk of investing in the Fund. In addition, the Fund is subject to the
risk that the prices of debt securities will decline due to rising interest
rates. The risk is greater for long-term debt securities than for short-term
debt securities. Debt securities may decline in credit quality due to factors
affecting the issuer and economic or political events, 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 Y Shares
from year to year.

36
<PAGE> 125

[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

37
<PAGE> 126

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

ENTERPRISE MONEY MARKET FUND

FUND PROFILE

Investment Objective The highest possible level of current
income consistent with preservation of capital and
liquidity

Principal Investments High quality, short-term debt
securities, commonly known as money market instruments

Fund Manager Enterprise Capital Management, Inc.

Who May Want To Invest Investors who seek an income
producing investment with an emphasis on preservation of
capital

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.]

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

38
<PAGE> 127

<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) CLASS Y
- -----------------------------------------------------------------------------------
<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

39
<PAGE> 128

ADDITIONAL INFORMATION ABOUT THE FUNDS'
INVESTMENTS AND RISKS

EQUITY, SECTOR AND DOMESTIC HYBRID FUNDS' INVESTMENTS

The table below shows the Equity, Sector and Domestic Hybrid Funds'
principal investments. In other words, the table describes the type or types of
investments that Enterprise believes will most likely help each Fund achieve its
investment goal.

y = Types of securities in which a Fund invests.
<TABLE>
<CAPTION>

<CAPTION>
DOMESTIC
SECTOR FUNDS HYBRID FUNDS
GLOBAL
FINANCIAL INTERNATIONAL
SERVICES INTERNET INTERNET BALANCED MANAGED
<S> <C> <C> <C> <C> <C>
U.S. Stocks* y y y y
Foreign Stocks y y
Bonds y y
</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
Growth, Growth and Income, Equity, Equity Income, Capital Appreciation,
Balanced and Managed Funds intend to invest primarily in stocks of
large-capitalization companies. The Small Company Growth Fund and the Small
Company Value Fund intend to invest primarily in the stocks of
small-capitalization issuers. The Multi-Cap Growth, Internet and International
Internet Funds intend to invest in large, medium and small capitalization
companies.

Each Fund also may invest in other securities, use other strategies and
engage in other investment practices, which are described in detail in the
Statement of Additional Information. Of course, Enterprise cannot guarantee that
any Fund will achieve its investment goal.

The investments listed above and the investments and strategies described
throughout this Prospectus are those that a Fund may use under normal
conditions. During unusual economic or market conditions or for temporary
defensive or liquidity purposes, each Fund may invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and short-term
obligations. When a Fund is investing for temporary defensive purposes, it is
not pursuing its investment goal; however, the Managed Fund may invest in
securities ordinarily used by other Funds for defensive purposes as part of its
main investment strategy.

INCOME FUNDS' INVESTMENTS

<TABLE>
<CAPTION>
GOVERNMENT HIGH-YIELD TAX-EXEMPT
SECURITIES BOND INCOME
<S> <C> <C> <C>
U.S. Government Securities y
Lower Rated Corporate Debt Securities -- Junk Bonds* y
Mortgage-Backed Securities y
Municipal Securities y
</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 bonds must be rated lower
than "BBB" by Standard & Poor's.

40
<PAGE> 129

MONEY MARKET FUND'S INVESTMENTS

INITIAL PUBLIC OFFERINGS ("IPOS")

41
<PAGE> 130

HIGHER-RISK SECURITIES AND PRACTICES

<TABLE>
<CAPTION>
This table shows each Fund's investment limitations as a percentage of portfolio
assets. In each case the principal types of risk are listed in the Risk Terminology
section that follows.
5 Percent of total assets (italic type)
(5) Percent of net assets (roman type)
Y* NO POLICY LIMITATION ON USAGE; FUND MAY BE USING CURRENTLY
Y PERMITTED, BUT NOT TYPICALLY USED. GROWTH & EQUITY
N NOT PERMITTED GROWTH INCOME EQUITY INCOME
<S> <C> <C> <C> <C>
CONVENTIONAL SECURITIES
NON-INVESTMENT-GRADE SECURITIES. Securities rated below Baa/BBB are considered
junk bonds. Credit, market, interest rate, liquidity, valuation, information risks. y y y y
FOREIGN EQUITIES.
- Stocks issued by foreign companies. Market, currency, information, natural
event, political risks. y y y y
- American or European depository receipts, which are dollar-denominated
securities typically issued by American or European banks and are based on
ownership of securities issued by foreign companies. Market, currency,
information, natural event, political risks. 20 20 20 20
RESTRICTED AND ILLIQUID SECURITIES. Securities not traded on the open market. May
include illiquid Rule 144A securities. Liquidity, valuation, information, market
risks. (10) (10) (10) (10)
INVESTMENT PRACTICES
REPURCHASE AGREEMENTS. The purchase of a security that must later be sold back to
the seller at the same price plus interest. Credit risk. 20 20 20 20
SECURITIES LENDING. The lending of securities to financial institutions, which
provide cash or government securities as collateral. Credit risk. n n n n
HEDGING. Means of offsetting or neutralizing the price movement of an investment
by making another investment, the price of which should tend to move in the
opposite direction from the original investment. y y y y
SHORT SALES/HEDGED OR SPECULATIVE. The selling of securities which have been
borrowed on the expectation that the market price will drop. Hedged leverage,
market, correlation, liquidity, opportunity risks. n n n n
SHORT-TERM TRADING. Selling a security soon after purchase. A Fund engaging in
short-term trading will have higher turnover, brokerage commissions and transaction
expenses. Short-term trading may also have tax consequences, involving a possible
increase in short-term capital gains or losses. Market risk. y y y y
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. The purchase or sale of securities
for delivery at a future date; market value may change before delivery. Market,
opportunity, leverage risks. 5 5 5 5
DERIVATIVE SECURITIES. The Funds will not invest in derivatives for speculative
purposes, but only as a hedge against changes in the values of the Funds'
securities resulting from market conditions. y y y y
FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS. Contracts involving
the right or obligation to deliver or receive assets or money depending on the
performance of one or more assets or an economic index.
- Futures and related options. Interest rate, currency, market, leverage,
correlation, liquidity, opportunity risks. y y y y
- Puts and calls on securities and indices. Interest rate, currency, market,
leverage, correlation, liquidity, credit, opportunity risks. (5) (5) (5) (5)
CURRENCY CONTRACTS. Contracts involving the right or obligation to buy or sell a
given amount of foreign currency at a specified price and future date.
- HEDGED. Currency, hedged leverage, correlation, liquidity, opportunity risks. y y y y
- SPECULATIVE. Currency, speculative leverage, liquidity risks. n n n n
OTHER DERIVATIVES, INCLUDING PUTS, CALLS AND INTEREST RATE SWAPS. Interest rate,
currency, market, hedged or speculative leverage, correlation, liquidity, credit,
opportunity risks. y y y y
</TABLE>

42
<PAGE> 131
<TABLE>
<CAPTION>

SMALL SMALL GLOBAL
CAPITAL MULTI-CAP COMPANY COMPANY INTERNATIONAL FINANCIAL INTERNATIONAL GOVERNMENT
APPRECIATION GROWTH GROWTH VALUE GROWTH SERVICES INTERNET INTERNET BALANCED MANAGED SECURITIES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
y y y y y y y y n y y
y y y y y* y* y y* y y y
20 y* 20 20 y* y* y y* y 20 n
(10) (15) (10) (10) (10) (10) (15) (15) (5) (10) (10)
20 20 20 20 20 20 20 20 20 20 20
n 25 n n n n 25 25 25 n n
y y y y y y y y n y y
n y n n n n n n n n n
y y y y y y y y y y y
5 5 5 5 20 20 25 25 5 5 20
y y y y y y* y y* y y y*
y y y y y y y y y y y
(5) y (5) (5) (20) (5) y y y (5) (20)
y y y y y* y* y y* y y y
n y n n n n n n n n n
y y y y y y y y y y y

HIGH- TAX-
YIELD EXEMPT MONEY
BOND INCOME MARKET
<S> <C> <C> <C>
y* y y
y y n
n n n
(10) (10) n
20 20 20
n n n
y y y
n n n
y y y
5 20 5
y y n
y y y
(20) (5) (5)
y y n
n n n
y y n
</TABLE>

43
<PAGE> 132

RISK TERMINOLOGY

CREDIT RISK: the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation.

INFORMATION RISK: the risk that key information about a security or market
is inaccurate or unavailable.

LEVERAGE RISK: the risk associated with securities or practices (such as
borrowing) that multiply small index or market movements into large changes in
value.

NATURAL EVENT RISK: the risk of losses attributable to natural disasters,
crop failures and similar events.

OPPORTUNITY RISK: the risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in other less
advantageous investments.

POLITICAL RISK: the risk of losses attributable to government or political
actions. Political risks range from changes in tax or trade statutes to
governmental collapse and war.

VALUATION RISK: the risk that a Fund has valued certain of its securities
at a higher price than it can sell them for.

44
<PAGE> 133

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 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.

45
<PAGE> 134

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, Conventional IRA, Roth
IRA, Educational IRA, other retirement plans funded by
shares of a Fund and other investment plans which have been
approved by the Internal Revenue Service.
The Distributor pays the cost of these plans, except for the
retirement plans, which charge an annual custodial fee of
$10. If you would like to find out more about these plans,
please contact the Transfer Agent.
</TABLE>

46
<PAGE> 135

<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT PURCHASING 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>

47
<PAGE> 136

<TABLE>
<CAPTION>
HOW TO REDEEM YOUR SHARES IMPORTANT INFORMATION ABOUT PURCHASING 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>

48
<PAGE> 137

<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>

49
<PAGE> 138

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

50
<PAGE> 139

TELEPHONE TRANSACTIONS

EXCHANGES AND REDEMPTIONS

SHARE CERTIFICATES

SMALL ACCOUNTS

REPORTS TO SHAREHOLDERS

51
<PAGE> 140

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.

You will pay tax on dividends and distributions from the Funds whether you
receive them in cash or additional shares. The Funds intend to make
distributions that will either be taxed as ordinary income or capital gains. If,
for any taxable year, a Fund distributes income from dividends from domestic
corporations, and complies with certain requirements, corporate shareholders may
be entitled to take a dividends -- received deduction for some or all of the
dividends they receive.

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.

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.

52
<PAGE> 141

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

53
<PAGE> 142

FUND MANAGEMENT

THE INVESTMENT ADVISOR

54
<PAGE> 143

THE FUND MANAGERS

<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Growth Fund Montag & Caldwell has served as Ronald E. Canakaris, President
the Fund Manager to Alpha Fund, and Chief Investment Officer of
Montag & Caldwell, Inc. Inc., the predecessor of the Montag & Caldwell, is
("Montag & Caldwell") Growth Fund, since the Fund was responsible for the day-to-day
3455 Peachtree Road, N.E. organized in 1968. Montag & investment management of the
Suite 1200 Caldwell and its predecessors Growth Fund and has more than
Atlanta, Georgia 30326-3248 have been engaged in the 30 years' experience in the
business of providing investment industry. He has
investment counseling to been President of Montag &
individuals and institutions Caldwell for more than 15
since 1945. Total assets under years.
management for all clients were
approximately $35.1 billion as
of December 31, 1999. Usual
investment minimum is $40
million.
Growth and Income Fund RSI has served as Fund Manager James P. Coughlin, President
for Retirement System Fund Inc. and Chief Investment Officer of
Retirement System Investors Core Equity Fund, the RSI, is responsible for the
Inc. predecessor of The Growth and day-to-day management of the
("RSI") Income Fund, since that Fund Fund and has more than 30
317 Madison Avenue was organized in 1991. RSI has years' experience in the
New York, New York 10017 been engaged in providing investment industry. He has
investment advisory services served as President and Chief
since 1989. Total assets under Investment Officer of RSI since
management for RSI were $974 1989.
million as of December 31,
1999.
Equity Fund The Board of Directors named Glen E. Bickerstaff is
TCW Fund Manager effective responsible for the day-to-day
TCW Investment Management November 1, 1999. TCW was management of the Fund and is a
Company founded in 1971 and as of Managing Director of TCW, which
("TCW") December 31, 1999, TCW and its he joined in May of 1998. He
865 South Figueroa Street affiliated companies had has more than 19 years of
Suite 1800 approximately $71 billion under investment industry experience,
Los Angeles, California 90017 management. Usual investment and he previously served as
minimum for equity accounts is Senior Portfolio Manager and
$100 million. Vice President for Transamerica
Investment Services.
Equity Income Fund 1740 Advisers has been John V. Rock, President and
providing investment counseling Director of 1740 Advisers, is
1740 Advisers, Inc. services since 1971. 1740 responsible for the day-to-day
("1740 Advisers") Advisers is an affiliate of the investment management of the
1740 Broadway Advisor. Total assets under Fund and has more than 35
New York, New York 10019 management for 1740 Advisers as years' experience in the
of December 31, 1999, were investment industry. He has
approximately $2.1 billion. served as President of 1740
Usual investment minimum is $20 Advisers since 1974.
million.
</TABLE>

55
<PAGE> 144

<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Capital Appreciation Fund The Board of Directors named Thomas F. Marsico is
Marsico Fund Manager effective responsible for the day-to-day
Marsico Capital Management, LLC November 1, 1999. Marsico has management of the Fund. He has
("Marsico") been providing investment more than 19 years of
1200 17th Street counseling since 1997. As of investment industry experience.
Suite 1300 December 31, 1999, total assets He founded Marsico in 1997 and
Denver, Colorado 80202 under management for all previously served as Portfolio
clients were approximately Manager for Janus Capital
$14.1 billion. Usual investment Corporation.
minimum is $100 million.
Multi-Cap Growth Fund Alger has been an investment David Alger and David Hyun are
adviser since 1964. As of the individuals responsible for
Fred Alger Management, Inc. December 31, 1999, total assets the day-to-day management of
("Alger") under management for all the Fund. Mr. Alger has been
1 World Trade Center clients were approximately employed by Alger as Executive
Suite 9333 $17.4 billion. Usual investment Vice President and Director of
New York, NY 10048 minimum is $5 million. Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.
Small Company Growth Fund Witter has provided investment William D. Witter, President of
counseling services since 1977. Witter, and Paul B. Phillips,
William D. Witter, Inc. As of December 31, 1999, total Managing Director of Witter,
("Witter") assets under management for all are responsible for the
One Citicorp Center clients were $1.4 billion. day-to-day management of the
153 East 53rd Street Usual investment minimum is $1 Fund. They have more than 80
New York, New York 10022 million. years' combined experience in
the investment industry. Mr.
Witter and Mr. Phillips have
been employed in their present
positions by Witter since 1977
and 1996, respectively. Mr.
Phillips previously served as
Senior Portfolio Manager at
Bankers Trust Company from 1986
to 1995.
Small Company Value Fund GAMCO's predecessor, Gabelli & Mario J. Gabelli has served as
Company, Inc. was founded in Chief investment Officer of
Gabelli Asset Management 1977. As of March 31, 1999, GAMCO since its inception in
Company total assets under management 1977 and is responsible for the
(GAMCO Investors, Inc.) for all clients were $9.3 day-to-day management of the
("GAMCO") billion. Usual investment Fund. He has more than 28
One Corporate Center minimum is $1 million. years' experience in the
Rye, New York 10580 investment industry.
International Growth Fund Vontobel has provided Fabrizio Pierallini, Senior
investment counseling since Vice President and Managing
Vontobel USA Inc. 1984. Vontobel's assets under Director of International
("Vontobel") management for all clients were Investments is responsible for
450 Park Avenue $2.1 billion as of December 31, the day-to-day management of
New York, New York 10022 1999. Usual investment minimum the Fund. Mr. Pierallini has
is $10 million. been employed by Vontobel since
1994 as Senior Vice President
and Managing Director. He
previously served as associate
director/portfolio manager for
the Swiss Bank and has more
than 18 years experience in the
investment industry.
</TABLE>

56
<PAGE> 145

<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
Global Financial Services Fund Sanford Bernstein was The day-to-day management of
established in 1967 and as of this Fund is performed by
Sanford C. Bernstein & Co., December 31, 1999, had $88 Sanford Bernstein's Policy
Inc. billion in assets under Group, which is chaired by
("Sanford Bernstein") management. Usual investment Andrew S. Adelson, who has more
767 Fifth Avenue minimum is $5 million. than 20 years' experience in
New York, New York 10153-0185 the investment industry. He
joined Sanford Bernstein in
1980 and has served as Chief
Investment Officer of
International Investment
Services since 1990.
Internet Fund Alger has been an investment David Alger and David Hyun are
adviser since 1964 and managed the individuals responsible for
Alger investments of approximately the day-to-day management of
1 World Trade Center $17.4 billion at December 31, the Fund. Mr. Alger has been
Suite 9333 1999. Usual investment minimum employed by Alger as Executive
New York, NY 10048 is $5 million. Vice President and Director of
Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.
International Internet Fund Alger has been an investment David Alger and David Hyun are
adviser since 1964 and managed the individuals responsible for
Alger investments of approximately the day-to-day management of
1 World Trade Center $17.4 billion at December 31, the Fund. Mr. Alger has been
Suite 9333 1999. Usual investment minimum employed by Alger as Executive
New York, NY 10048 is $5 million. Vice President and Director of
Research since 1971 and as
President since 1995. Mr. Hyun
has been employed by Alger as
an Analyst since 1991 and as a
Senior Vice President and co-
manager since 1998. They have
more than 40 years' combined
experience in the investment
industry.
Government Securities Fund The firm was founded in 1971 Philip A. Barach and Jeffrey E.
and as of December 31, 1999, Gundlach, Managing Directors of
TCW TCW and its affiliated TCW, are responsible for the
865 South Figueroa Street companies had approximately $71 day-to-day investment
Suite 1800 billion under management or management of the Fund and have
Los Angeles, California 90017 committed for management in more than 37 years' combined
various fiduciary advisory experience in the investment
capacities. Usual investment industry. They have served as
minimum is $50 million. Managing Directors since they
joined TCW in 1987 and 1985,
respectively.
</TABLE>

57
<PAGE> 146

<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND THE FUND MANAGER'S
ADDRESS OF FUND MANAGER EXPERIENCE FUND MANAGERS
<S> <C> <C>
High-Yield Bond Fund Caywood-Scholl has provided James Caywood, Managing
investment advice with respect Director and Chief Investment
Caywood-Scholl Capital to high-yield, low grade fixed Officer of Caywood-Scholl, is
Management income instruments since 1986. responsible for the day-to-day
("Caywood-Scholl") As of December 31, 1999, assets management of the Fund. He has
4350 Executive Drive, Suite 125 under management for all more than 30 years' investment
San Diego, California 92121 clients approximated $1.4 industry experience. He joined
billion. Usual investment Caywood-Scholl in 1986 as
minimum is $1 million. Managing Director and Chief
Investment Officer and has held
those positions since 1986.
Tax-Exempt Income Fund MBIA has provided investment Robert M. Ohanesian joined MBIA
counseling services since 1987. in 1994 as President and Chief
MBIA Capital Management Corp. As of December 31, 1999 assets Investment Officer. He has more
("MBIA") under management for all than 25 years' experience in
113 King Street clients were approximately the investment industry and
Armonk, New York 10504 $29.6 billion. Usual investment serves as portfolio manager to
minimum is $10 million. the Fund. Mr. Ohanesian
previously served as Director
of Investments for Shields
Asset Management from 1988
through 1993.
Balanced Fund Montag and Caldwell has served Ronald E. Canakaris, President
as the Fund Manager to Alpha and Chief Investment Officer of
Montag & Caldwell Fund, Inc., the predecessor of Montag & Caldwell, and Helen M.
3455 Peachtree Road, N.E. the Growth Fund, since the Fund Donahue, Assistant Vice
Suite 1200 was organized in 1968. Montag & President, are responsible for
Atlanta, Georgia 30326-3248 Caldwell and its predecessors the day-to-day investment
have been engaged in the management of the Balanced
business of providing Fund. They have more than 36
investment counseling to years' experience in the
individuals and institutions investment industry. Mr.
since 1945. Total assets under Canakaris has been President of
management for all clients were Montag & Caldwell for more than
approximately $35.1 billion as 15 years. Ms. Donahue has
of December 31, 1999. Usual served as Assistant Vice
investment minimum is $40 President since 1997.
million.
Managed Fund The Two Fund Managers are Richard J. Glasebrook II,
allocated net cash flows into Managing Director of
OpCap Advisors and redemptions out of the Fund Oppenheimer Capital is
1345 Avenue of the Americas on a 50/50 basis. OpCap handles responsible for the day-to-day
47th Floor both equity and fixed income management of OpCap's portion
New York, New York 10105 investments and Sanford of the Fund. He has more than
and Bernstein handles equities. 25 years' investment industry
Sanford Bernstein experience. Mr. Glasebrook has
767 Fifth Avenue OpCap has provided investment served as Managing Director of
New York, New York 10153-0185 counseling services since 1987. Oppenheimer Capital since 1994
As of December 31, 1999, and immediately prior to that
Oppenheimer Capital and its served as Senior Vice
affiliates have over $52.1 President.
billion under management. Usual
investment minimum is $20 Day-to-day management of
million. Sanford Bernstein's portion of
the Fund will be handled by
Sanford Bernstein was Sanford Bernstein's Investment
established in 1967 and as of Policy Group, chaired by Steven
December 31, 1999, had $88 Pisarkiewicz, who has 15 years
billion in assets under of experience in the investment
management. Usual investment industry. He joined Sanford
minimum is $5 million. Bernstein in 1989 and assumed
his current position as
Chairman and Chief Investment
Officer for Structured Equity
Services in 1998.
</TABLE>

58
<PAGE> 147

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 International Internet Fund's financial
highlights are not provided since the Fund is new and did not commence
operations until after December 31, 1999.

A Annualized
B Not Annualized
E Effective September 1, 1995, ratio includes expenses paid indirectly.
F Based on average monthly shares outstanding.

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

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
------------------ OCTOBER 1 THROUGH ------------------------------------
ENTERPRISE GROWTH AND INCOME FUND (CLASS Y) 1999 1998 DECEMBER 31, 1997 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period.............. $ 29.13 $ 25.24 $ 25.73 $20.11 $16.69 $12.72 $12.08
Net investment income (loss)..................... 0.14(F) 0.29 0.06 0.35 0.21 0.13 0.15
Net realized and unrealized gain (loss) on
investments..................................... 9.65 4.00 0.02 6.18 3.45 4.22 0.74
------------------------------------------------------------------------------
Total from investment operations................. 9.79 4.29 0.08 6.53 3.66 4.35 0.89
------------------------------------------------------------------------------
Dividends from net investment income............. -- (0.17) (0.11) (0.20) (0.24) (0.16) (0.14)
Distributions from capital gains................. (0.01) (0.23) (0.46) (0.71) -- (0.22) (0.11)
------------------------------------------------------------------------------
Total distributions.............................. (0.01) (0.40) (0.57) (0.91) (0.24) (0.38) (0.25)
------------------------------------------------------------------------------
Net asset value end of period.................... $ 38.91 $ 29.13 $ 25.24 $25.73 $20.11 $16.69 $12.72
------------------------------------------------------------------------------
Total return..................................... 33.59% 17.08% 0.31%(B) 33.55% 22.21% 35.24% 7.47%
Net assets end of period (in thousands).......... $17,116 $18,310 $15,542 $15,428 $8,865 $5,657 $3,639
Ratio of expenses to average net assets.......... 1.05% 1.05% 1.05%(A) 0.99% 0.97% 0.90% 0.90%
Ratio of expenses to average net assets
(excluding reimbursement)....................... 1.18% 1.48% 1.68%(A) 2.20% 2.05% 2.20% 2.23%
Ratio of net investment income (loss) to average
net assets...................................... 0.41% 0.89% 0.96%(A) 0.88% 1.23% 1.52% 1.17%
Ratio of net investment income (loss) to average
net assets (excluding reimbursement)............ 0.29% 0.45% 0.33%(A) (0.33)% 0.15% 0.22% (0.16)%
Portfolio turnover rate.......................... 3% 5% 1%(A) 16% 18% 25% 10%
</TABLE>

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

59
<PAGE> 148

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

<TABLE>
<CAPTION>
FOR THE PERIOD
ENTERPRISE EQUITY INCOME FUND (CLASS Y) 1999 1/22/98 THROUGH 12/31/98
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value beginning of period......................... $26.87 $26.25
---------------------------------
Net investment income (loss)................................ 0.34(F) 0.47
Net realized and unrealized gain (loss) on investments...... 1.70 2.69
---------------------------------
Total from investment operations............................ 2.04 3.16
---------------------------------
Dividends from net investment income........................ (0.33) (0.48)
Distributions from capital gains............................ (1.12) (2.06)
---------------------------------
Total distributions......................................... (1.45) (2.54)
---------------------------------
Net asset value end of period............................... $27.46 $26.87
---------------------------------
Total return................................................ 7.69% 12.26%(B)
Net assets end of period (in thousands)..................... $ 153 $ 112
Ratio of expenses to average net assets..................... 1.05% 1.05%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.07% 1.13%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.20% 1.79%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. 1.18% 1.72%(A)
Portfolio turnover rate..................................... 32% 31%(A)
</TABLE>

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

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

60
<PAGE> 149

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

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
----------------- OCTOBER 1 THROUGH -------------------------------------
ENTERPRISE SMALL COMPANY GROWTH FUND (CLASS Y) 1999 1998 DECEMBER 31, 1997 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value beginning of period........... $ 22.55 $23.43 $ 26.62 $ 25.08 $19.05 $14.01 $14.74
Net investment income (loss).................. (0.23)(F) (0.23)(F) (0.07) (0.13) (0.17) (0.12) (0.04)
Net realized and unrealized gain (loss) on
investments.................................. 11.24 (0.65) (2.57) 3.73 7.62 5.49 1.58
-------------------------------------------------------------------------------
Total from investment operations.............. 11.01 (0.88) (2.64) 3.60 7.45 5.37 1.54
-------------------------------------------------------------------------------
Dividends from net investment income.......... -- -- -- -- -- -- --
Distributions from capital gains.............. -- -- (0.55) (2.06) (1.42) (0.33) (2.27)
-------------------------------------------------------------------------------
Total distributions........................... -- -- (0.55) (2.06) (1.42) (0.33) (2.27)
-------------------------------------------------------------------------------
Net asset value end of period................. $ 33.56 $22.55 $ 23.43 $ 26.62 $25.08 $19.05 $14.01
-------------------------------------------------------------------------------
Total return.................................. 48.82% (3.76)% (9.92)%(B) 16.24% 42.07% 39.20% 11.89%
Net assets end of period (in thousands)....... $ 9,296 $9,084 $13,540 $15,355 $6,609 $2,950 $1,825
Ratio of expenses to average net assets....... 1.40% 1.40% 1.40%(A) 1.84% 1.96% 1.85% 1.85%
Ratio of expenses to average net assets
(excluding reimbursement).................... 1.84% 2.15% 1.96%(A) 3.08% 3.46% 5.15% 6.16%
Ratio of net investment income (loss) to
average net assets........................... (0.93)% (1.03)% (1.12)%(A) (1.30)% (1.43)% (1.33)% (1.37)%
Ratio of net investment income (loss) to
average net assets (excluding
reimbursement)............................... (1.37)% (1.78)% (1.68)%(A) (2.54)% (2.93)% (4.63)% (5.68)%
Portfolio turnover rate....................... 62% 151% 24% 158% 78% 84% 73%
</TABLE>

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

61
<PAGE> 150

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

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

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

<TABLE>
<CAPTION>
FOR THE PERIOD
7/1/99
THROUGH
ENTERPRISE INTERNET FUND (CLASS Y) 12/31/99
- ----------------------------------------------------------------------------
<S> <C>
Net asset value beginning of period......................... $ 10.00
Net investment income (loss)................................ (0.06)(F)
Net realized and unrealized gains (loss) on investments..... 22.23
-------
Total from investment operations............................ 22.17
-------
Dividends from net investment income........................ --
Distributions from capital gains............................ (0.35)
-------
Total distributions......................................... (0.35)
-------
Net asset value end of period............................... $ 31.82
-------
Total return................................................ 221.79%(B)
Net assets end of period (in thousands)..................... $ 1,381
Ratio of expenses to average net assets..................... 1.45%(A)
Ratio of expenses to average net assets (excluding
reimbursement)............................................. 1.79%(A)
Ratio of net investment income (loss) to average net
assets..................................................... (0.68)%(A)
Ratio of net investment income (loss) to average net assets
(excluding reimbursement).................................. (1.02)%(A)
Portfolio turnover rate..................................... 31%
</TABLE>

62
<PAGE> 151

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

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

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

63
<PAGE> 152

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

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

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

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

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

64
<PAGE> 153

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

STATEMENT OF ADDITIONAL INFORMATION

EQUITY FUNDS:

Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Multi-Cap Growth Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund

SECTOR FUNDS:

Internet Fund
International Internet Fund
Global Financial Services Fund

INCOME FUNDS:

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

DOMESTIC HYBRID FUNDS:

Balanced Fund
Managed Fund

MONEY MARKET FUND:

Money Market Fund

This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Enterprise Group of Funds, Inc. (the
"Corporation") Prospectus dated June 30, 2000 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 June 30,
2000.

<PAGE> 154

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
General Information and History...................................................................................1

Investment Objectives and Policies................................................................................1

Certain Investment Securities, Techniques and Associated Risks...................................................12

Investment Restrictions..........................................................................................29

Portfolio Turnover...............................................................................................32

Management of the Corporation....................................................................................32

Fund Manager Arrangements........................................................................................43

Investment Advisory and Other Services ..........................................................................46
Investment Advisory Agreement...........................................................................46
Distributor's Agreements And Plans Of Distribution......................................................48
Miscellaneous...........................................................................................49

Purchase, Redemption and Pricing of Securities Being Offered.....................................................49
Initial Sales Charge Waivers and Reductions.............................................................50
Exemptions from Class A, B and C CDSC...................................................................51
CDSC Waivers and Reductions.............................................................................51
Services For Investors..................................................................................52
Conversion of Class B shares............................................................................54
Exchange Privilege......................................................................................55
Redemptions In Kind.....................................................................................55
Determination Of Net Asset Value........................................................................56

Fund Transactions and Brokerage..................................................................................61

Performance Comparisons..........................................................................................64

Taxes............................................................................................................67

Dividends and Distributions......................................................................................70

Additional Information...........................................................................................71

Custodian, Transfer and Dividend Disbursing Agent................................................................72

Independent Accountants..........................................................................................72

Financial Statements.............................................................................................73

Appendix A.......................................................................................................74

Appendix B.......................................................................................................76
</TABLE>

i
<PAGE> 155

GENERAL INFORMATION AND HISTORY

The Enterprise Group of Funds, Inc. (the "Corporation"), an open-end
management investment company, was incorporated in Maryland on January 2, 1968,
as Alpha Fund, Inc. On September 14, 1987, the Corporation's name was changed to
The Enterprise Group of Funds, Inc. and the Corporation's common stock was
divided into nine classes, each 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. Each Fund
is diversified, 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.

Equity Funds, Domestic Hybrid Funds and Sector Funds

Under normal market conditions, at least 65% of the net asset value of
the eleven Equity, Domestic Hybrid and Sector Funds will be invested in common
equity securities. The remainder of the Equity Funds' assets may be invested in
repurchase agreements, bankers acceptances, bank certificates of deposit,
commercial paper and similar money market instruments, convertible bonds,
convertible preferred stock, preferred stock, corporate bonds, U.S. Treasury,
notes and bonds, American Depository Receipts ("ADRs"), European Depository
Receipts ("EDRs"), rights and warrants.

The Growth, Growth and Income, Equity, Equity Income, Capital
Appreciation, Multi-Cap Growth, Small Company Growth, Small Company Value,
Global Financial Services, Internet, International Internet Balanced and Managed
Funds invest in securities that are traded on national securities exchanges and
in the over-the-counter market. Each of these Funds, except the Global Financial
Services Fund 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 Financial
Services Fund may invest over 50% of its 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. No Fund
except the Multi-Cap Growth Fund, the Internet Fund, the International Internet
Fund and the Balanced Fund, may invest more than 10% of its net assets in
illiquid, including restricted, securities. The Multi-Cap Growth Fund, the
Internet Fund, the International Internet Fund and the Balanced Fund may invest
up to 15% of their net assets in such securities.

Growth Fund. The objective of the Growth Fund is capital appreciation.
The Fund's common stock selection emphasizes those
<PAGE> 156

companies having growth characteristics, but the Fund's investment policy
recognizes that securities of other companies may be attractive for capital
appreciation purposes by virtue of special developments or depression in price
believed to be temporary. The potential for appreciation of capital is the basis
for investment decisions; any income is incidental.

Growth and Income Fund. The objective of the Growth and Income Fund is
total return through capital appreciation with income as a secondary
consideration. The Fund will invest in securities of companies which the Fund
Manager believes to be financially sound and will consider such factors as the
sales, growth and profitability prospects for the economic sector and markets in
which the company operates and for the services or products it provides; the
financial condition of the company; its ability to meet its liabilities and to
provide income in the form of dividends; the prevailing price of the security;
how that price compares to historical price levels of the security to current
price levels in the general market, and to the prices of competing companies;
projected earnings estimates and projected earnings growth rate of the company,
and the relation of those figures to the current price. The securities held in
the Growth and Income Fund will generally reflect the price volatility of the
broad equity market.

Equity Fund. The investment objective of the Equity Fund is long-term
capital appreciation. The Fund invests 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

<PAGE> 157

dividend-paying common stocks. Under normal circumstances, at least 65% of the
Fund's total assets will be invested in income-producing equity securities.

The Fund's principal criterion in stock selection is above-average
yield, and it uses this criterion as a discipline to enhance stability and
reduce market risk. Subject to this primary criterion, the Fund invests in
stocks that have relatively low price-to-earnings ratios or relatively low
price-to-book value ratios.

Capital Appreciation Fund. The objective of the Capital Appreciation
Fund is maximum capital appreciation. The Fund invests primarily in common
stocks of companies that demonstrate 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, in the Fund Manager's
opinion, 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 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, forced
displacement (i.e., a better investment idea surfaces) or a permanent change in
industry/company fundamentals that alters the original investment thesis.

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.

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

<PAGE> 158

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.

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> 159
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 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

<PAGE> 160

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.

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 ("www"), 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 www documents and to
other www documents. An Intranet is the application of www 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.

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 World Wide 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 www.documents and to other www documents. The
Intranet is the application of www 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 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.

Income Funds

Investors should refer to Appendix A to this Statement of Additional
Information for a description of the Moody's Investors Service, Inc. ("Moody's")
and Standard & Poor's ("S&P") ratings mentioned below.

Government Securities Fund. The objective of the Government Securities
Fund is current income and safety of principal. The Fund invests primarily in
from securities that are obligations of the U.S. Government, its agencies and
instrumentalities ("U.S. Government Securities").

It is a fundamental policy of the Fund that under normal conditions at
least 80% of 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.

<PAGE> 161

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> 162

(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> 163

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.

Domestic Hybrid Funds

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 Manager's assessments of the relative outlook for such investments. In
seeking to achieve its investment objective, the types of equity securities in
which the Fund may invest will be the same as those in which the Equity Funds
invest. Debt securities are expected to be predominantly investment grade
intermediate to long-term U.S. Government and corporate debt, although the Fund
will also invest in high quality short-term money market and cash equivalent
securities and may invest all of its assets in such securities when the Fund
Manager deems it advisable in order to preserve capital. In addition, the Fund
may also invest up to 20% of its 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 Manager's
evaluation of economic and market trends and its perception of the relative
values available from such types of securities at any given time. There is
neither a minimum nor a maximum percentage of the Fund's assets that may, at any
given time, be invested in any of the types of investments identified above.
Consequently, while the Fund will earn income to the extent it is invested in
bonds or cash equivalents, the Fund does not have any specific income objective.
However, it is a policy of the Fund that it will not invest more than 5% of the
value of its total assets in high-yield securities.

Money Market Fund

Money Market Fund. The investment objective of the Money Market Fund is
to provide the highest possible level of current income, consistent with
preservation of capital and liquidity. Securities in which the Fund will invest
may not yield as high a level of current income as securities of lower quality
and longer maturity which generally have less liquidity and greater market risk.
The Money Market Fund seeks to achieve its objective by investing in a
diversified portfolio of high-quality money market instruments, comprised of
U.S. dollar-denominated instruments which present minimal credit risks and are
of eligible quality which consist of the following:

<PAGE> 164

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> 165

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> 166

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 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> 167

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> 168

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> 169

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 and the Balanced 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.
The Internet Fund, the International Internet Fund and the Balanced Fund may
purchase or write options that may or may not be listed on a national securities
exchange and issued by the Options Clearing Corporation. 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
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> 170

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> 171

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 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> 172

exchange rates and exchange control regulations, and the International Growth
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> 173
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 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. The Equity Funds and the Flexible 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> 174

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

20
<PAGE> 175
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.

<PAGE> 176
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, the International
Internet Fund 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. 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

22
<PAGE> 177
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.

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.

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.

23
<PAGE> 178
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.

Repurchase Agreements. All Funds may enter into repurchase agreements
usually having maturities of one business day and not more than one week. When a
Fund acquires securities from a bank or broker-dealer, it may simultaneously
enter into a repurchase agreement with the same seller pursuant to which the
seller agrees at the time of sale to repurchase the security at a mutually
agreed upon time and price. In such instances, the Corporation's Custodian has
possession of the security or collateral for the seller's obligation. 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.

24
<PAGE> 179
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.

Restricted or Illiquid Securities. Each Fund, except the Multi-Cap Growth
Fund, the Internet Fund, the International Internet Fund and the Balanced 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 and the
International Internet 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.

25
<PAGE> 180
Foreign Securities. As noted above, the International Growth Fund and
the International Internet Fund will invest primarily in foreign securities and
the Global Financial Services Fund may invest 50% or more of its total assets in
such securities. All other Funds, except the Internet Fund, Government
Securities Fund, the Tax-Exempt Income Fund and the Money Market Fund, may,
other than the Multi-Cap Growth Fund, 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 Depository 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.

26
<PAGE> 181

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 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 may sell securities "short
against the box." While a short sale is the sale of a security the Multi-Cap
Growth Fund does not own, it is "against the box" if at all times when the short
position is open the Multi-Cap Growth 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

<PAGE> 182

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 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 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 and Tax-Exempt Income Funds are not subject to this restriction.)

3. Purchase securities on margin, but it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities and may make initial and maintenance margin deposits in connection
with options and futures contracts options on futures as permitted by its
investment program.

4. With respect to all Funds, other than the Multi-Cap Growth 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

<PAGE> 183

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, and the Balanced
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 and the Global Financial
Services Fund, make any investment which would cause more than 25% of the total
assets of the Fund to be invested in securities issued by companies principally
engaged in any one industry; provided, however, that: (i) this limitation does
not apply to investments in U.S. Government Securities as well as its agencies
and instrumentalities, general obligation bonds, municipal securities other than
industrial development bonds issued by non-governmental users, and (ii) utility
companies will be divided according to their services (for example, gas, gas
transmission, electric, electric and gas, and telephone will each be considered
a separate industry). The Money Market Fund may invest more than 25% of its
total assets in U.S. Government Securities as well as its agencies and
instrumentalities and certain bank instruments issued by domestic banks. The
instruments in which the Money Market Fund

<PAGE> 184

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 and
the Balanced 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, 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").

<PAGE> 185
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 and the High-Yield Bond
Fund) are not expected to exceed 100%. A 100% portfolio turnover rate would
occur, for example, if all the securities in a Fund's investment portfolio were
replaced once in a period of one year.

The portfolio turnover rate for the Enterprise High-Yield Bond Fund was
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 Tax-Exempt Income Fund
was 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> 186

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 (47) President and Chief Operating Officer, MONY Life
Director Insurance Company of New York ("MONY"), since 1994;
Executive Vice President, MONY, (1991-1994); Trustee,
MONY, since 1993; Senior Vice President, MONY 1989 -
1991; Director, MONY Life Insurance Co. of America,
since 1989; Director, MONY Brokerage, Inc., since 1990;
Director, MONY International Holdings, Inc., since 1994;
Director, MONY Life Insurance Company of the Americas,
Ltd. since 1994; 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 (81) 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.(59) President/CEO, Carter & Associates (real estate
Director development), Atlanta, Georgia since 1994; Director, John
Wieland Homes (commercial residential builders) since 1992;
Trustee, Enterprise Accumulation Trust.

Lonnie H. Pope (65) Chief Executive Officer, Longleaf Industries, Inc.
Director (chemical manufacturing) (1996-present); formerly President and
Member of the Audit Committee Chief Executive Officer of AFF, Inc. (aromatics manufacturing)
from 1987 to 1998; Trustee, Enterprise Accumulation Trust.
</TABLE>

<PAGE> 187

<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> 188

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 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 December 31, 1999 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> 189

The following shareholders owned of record or beneficially 5% or more
of the indicated Fund Class' shares outstanding as of February 17, 2000:

<TABLE>
<CAPTION>
Shares Percent
------ -------
<S> <C> <C>
Growth Fund Class Y
- -------------------
Rayweb 532,821.39 14.11%
Capinco 294,343.11 7.79%

Mony Board of Directors
Investment Plan Supplemental 621,652.99 16.46%

Mony Board of Directors
Retirement Plan for Field Underwriters 265,543.06 7.03%

Growth & Income Class Y
- -----------------------
HSBC Bank USE TTEE 29,794.60 6.86%
FBO Benefit Maintenance Plan of
Dime Community Bancorp

RSGroup Trust Company
FBO Independence Community Bank DDCP 56,477.22 13.00%

RSGroup Trust Company
FBO Charter One Bank FSB 30,045.85 6.92%

Bank of Millbrook
Maple Brook School 28,331.70 6.52%

Flushing Savings Bank Outside
Directors Retirement Plan 25,632.37 5.90%

Carthage Fed Savings & Loan Assoc 23,203.30 5.34%

Equity Class A
- --------------
Enterprise Capital Management, Inc. 203,110.08 16.77%

Equity Class C
- --------------
Donaldson Lufkin Jenrette Securities Corp, Inc. 48,963.04 15.19%

State Street Bank & Trust Co.
IRA A/C Jerry B. Watson 16,283.95 5.05%

Equity Class Y
- --------------
Enterprise Capital Management Inc. 7,849.29 33.23%

RSGroup Trust Company
FBO Independence Community Bank DDCP 6,536.27 27.67%

RSGroup Trust Company FBO Premier National
Bankcorp DCP 3,288.25 13.92%

Enterprise Capital Management 401(K) 1,379.08 5.84%
Michael D. Woerner
</TABLE>

35
<PAGE> 190
<TABLE>
<S> <C> <C>
Equity Income Class Y
- ---------------------

Enterprise Capital Management, Inc. 3,769.32 68.95%

General Sullivan GRP Inc Board of Dir 290.08 5.31%
Comp Plan FBO Thomas J. Trainer

Enterprise Capital Management 401(k) 797.28 14.58%
Herbert M. Williamson

Enterprise Capital Management 401(k) 366.97 6.71%
Michael D. Woerner

Capital Appreciation Class C
- ---------------------------

Merrill Lynch Pierce Fenner & Smith 15,558.78 5.27%

Capital Appreciation Class Y
- ----------------------------

RSGroup Trust Company
FBO Premier National Bankcorp DCP 2,668.88 25.30%

Enterprise Capital Management 401(k)
Robert Ippolito 1,680.50 15.93%

Enterprise Capital Management, Inc. 2,543.88 24.11%

General Sullivan Group Board
of Directors General Compensation Plan 677.81 6.42%

Multi-Cap Growth Class C
- ----------------------------

Merrill Lynch Pierce Fenner & Smith 87,869.47 6.03%

Multi-Cap Growth Class Y
- ----------------------------

Enterprise Capital Management 20,000.00 35.66%

Enterprise Capital Management 401(k) 5,621.09 10.02%
Patricia Cox

RSGroup Trust Company 5,539.08 9.88%
FBO Independence Savings Bank DICP

Small Company Growth Class Y
- ----------------------------

HSBC Bank USA TTEE 24,823.19 9.03%
Flushing Savings Bank

RSGroup Trust Company 17,109.54 6.23%
FBO Roosevelt Savings Bank

RSGroup Trust Company 17,048.59 6.20%
FBO Independence Community

Small Company Value Class A
- ---------------------------

Charles Schwab & Co Inc. 866,041.37 5.43%
Special Custody Account

Small Company Value Class Y
- ---------------------------
Morgan Keegan & Co Inc FBO 6,795.02 8.24%
Albert A. Cusick IRA

RSGroup Trust Company 6,329.55 7.67%
FBO Independence Community

Madison Academy Inc. 6,051.50 7.33%

Enterprise Capital Management, Inc. 6,611.65 8.01%
401(k) Robert Ippolito

</TABLE>

36
<PAGE> 191

<TABLE>
<S> <C> <C>
International Growth Class A
- ----------------------------
MONY Financial Services 144,568.27 6.00%

International Growth Class Y
- ----------------------------
MONY Employees' Supplemental Investment Plan 736,771.78 66.78%
MONY Field Underwriters Retirement Plan 352,701.87 31.97%

Global Financial Services Class C
- ---------------------------------
NFSC FEBO Nancy J. Walter 7,066.15 5.16%

Global Financial Services Class Y
- ----------------------------------
MONY Financial Services 971,443.86 98.11%

Internet Fund Class C
- ---------------------
Merrill Lynch Pierce Fenner & Smith 101,625.76 6.59%

Internet Fund Class Y
- ---------------------
Enterprise Capital Management 10,000.00 19.45%

Enterprise Capital Management 401(K) 8,491.88 16.52%
James B. Ward

RSGroup Trust Company
FBO Independence Savings Bank 3,324.72 6.47%

Enterprise Capital Management 401(K) 2,978.01 5.79%
Robert Ippolito

Enterprise Capital Management 401(K) 2,851.78 5.55%
Phillip G. Goff

Government Securities Class C
- -----------------------------
Everen Securities FBO
Robert McKay & Assoc. LLP 401(k) 41,259.56 8.82%
</TABLE>

37
<PAGE> 192
<TABLE>
<S> <C> <C>
Government Securities Class Y
- -----------------------------

RSGroup Trust Company
FBO Premier National Bankcorp DCP 40,751.33 7.43%

Institutional Securities Corp. 110,450.13 20.14%

Marine Midland Bank TTEE 55,283.45 10.08%
Flushing Savings Bank Dir. Plan

RSGroup Trust Company 72,387.41 13.20%
Roslyn Savings Bank

RSGroup Trust Company 44,093.44 8.04%
Roosevelt Savings Bank SERP

HSBC Bank USA TTEE 44,131.91 8.05%
FBO Benefit Maintenance Plan of
Dime Community Bancorp

Tax-Exempt Income Class B
- -------------------------

NFSC
William C. Foust 65,935.50 14.24%

Tax-Exempt Income Class C
- -------------------------

NFSC FEBO John H. Muller 19,005.13 15.20%

David Hastings & Dana Hastings, TIC 7,260.67 5.81%

Virginia Ryznar Trustee
John W. Ryznar Trust 15,158.09 12.12%

Delores E. Winter POA Patricia Hoy 14,315.73 11.45%

Virginia Ryznar Trust 6,993.14 5.59%

Tax-Exempt Income Class Y
- -------------------------

Enterprise Capital Management, Inc. 3,541.08 99.84%

Balanced Class A
- ----------------

DB Alex Brown LLC 199,910.11 18.48%

Enterprise Capital Management 140,000.00 12.94%

Balanced Class C
- ----------------

Enterprise Capital Management 20,000.00 12.28%

Donaldson Lufkin Jenrette 13,525.88 8.31%

NFSC FEBO #04J-073954 12,788.89 7.86%

Balanced Class Y
- ----------------

Enterprise Capital Management 20,000.00 98.59%

</TABLE>

38
<PAGE> 193
<TABLE>
<S> <C> <C>
Money Market Class A
- --------------------
National Financial Svcs Corp. 129,775,084.21 58.35%

Money Market Class C
- --------------------

Alice A. Tuseth 869,467.14 12.17%
Wales Industrial Services Inc. 530,453.80 7.42%

Money Market Class Y
- --------------------

RSGroup Trust Company 697,580.51 31.00%
FBO Northfield Serp

RSGroup Trust Company
FBO Charter One Bank FSB 279,231.84 12.41%

General Sullivan Group Employees 122,271.83 5.43%

General Sullivan Group Board 340,889.17 15.15%

Charter Trust Bank TTEE 218,063.11 9.69%
Mid-Maine Savings Bank

</TABLE>

39
<PAGE> 194
<TABLE>
<S> <C> <C>
High-Yield Bond Class C
- -----------------------

Raymond P. Leister 34,941.35 6.57%
Margaret R. Leister
Louisiana High School Athletic Assoc. 28,579.42 5.38%

High-Yield Bond Class Y
- -----------------------

Eric K. Scholl/Diane Scholl 40,944.16 38.93%

James R. Caywood 36,452.75 34.66%

Caywood Christian Capital Management 21,664.40 20.60%

Managed Class Y
- ---------------

Mony Employee Supplemental Investment
Plan 4,179,913.09 52.24%

Mony Field Underwriters Retirement Plan 2,487,080.49 31.08%

United Food & Commercial Workers
#56 Welfare Plan 437,699.73 5.47%

</TABLE>

<PAGE> 195
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: Growth (A) 1.60%; (B)
2.15%; (C) 2.15%; (Y) 1.15%; Growth and Income (A) 1.50%; (B) 2.05%; (C) 2.05%;
(Y) 1.05%; 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%; Capital Appreciation (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%; 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%; International
Growth (A) 2.00%; (B) 2.55%; (C) 2.55%; (Y) 1.55%; Internet (A) 1.90%; (B)
2.45%; (C) 2.45%; (Y) 1.45%;International Internet Fund (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%; Government Securities (A) 1.30%; (B) 1.85%; (C) 1.85%; (Y) 0.85%;
High-Yield Bond (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%; 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% 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> 196

FUND MANAGER ARRANGEMENTS

The following table sets forth certain information about the Fund
Managers for each Fund.

<TABLE>
<CAPTION>
Fund Name and Control Persons Fee Paid by the Advisor to the
of the Fund Manager Fund Manager as a Percentage of
Average Daily Net Assets
- --------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Growth Fund Montag & Caldwell, Inc. 0.30% for assets under management
("Montag & Caldwell"). up to $100,000,000; 0.25% for
Montag & Caldwell is assets from $100,000,000 to
controlled by Alleghany $200,000,000; and 0.20% for assets
Corporation. greater than $200,000,000.

Growth and Income Fund Retirement System 0.30% for assets under management
Investors Inc. ("RSI"). up to $100,000,000; 0.25% on the
RSI is a subsidiary of next $100,000,000; and 0.20% for
Retirement System Group assets greater than $200,000,000.
Inc.

Equity Fund TCW Investment Management 0.40% for assets under management
Company ("TCW"). TCW is a up to $100,000,000 and 0.30%
wholly 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.

Equity Income Fund 1740 Advisers, Inc. 0.30% for assets under management
("1740 Advisers"). It is a up to $100,000,000; 0.25% on the
subsidiary of MONY. next $100,000,000; and 0.20%
thereafter.

Capital Appreciation Fund Marsico Capital Management, 0.45% for assets under management.
LLC ("Marsico"). Marsico is
owned 50% by Bank of America
Corp. and 50% by its
employees.

Multi-Cap Growth Fund Fred Alger Management, Inc. 0.40% for assets under management.
("Alger"). Alger is owned
by its employees.
</TABLE>

<PAGE> 197

<TABLE>
<S> <C> <C>
Small Company Growth Fund William D. Witter, Inc. 0.65% for assets under management
("Witter"). Witter is up to $50 million; 0.55% for assets
owned by its employees. under management for the next
$50 million; and 0.45% for assets
thereafter.

Small Company Value Fund GAMCO Investors, Inc. 0.40% for assets under management
is a wholly owned up to $1 billion and 0.30% for
subsidiary of Gabelli assets in excess of $1 billion.
Asset Management Inc.

International Growth Fund Vontobel USA Inc. 0.40% for assets under management
("Vontobel"). Vontobel is up to $100,000,000; 0.35% for
a wholly-owned subsidiary assets under management from
of Bank J. Vontobel of $100,000,000 to $200,000,000;
Zurich, Switzerland. 0.325% for assets from
$200,000,000 to $500,000,000;
and 0.25% for assets greater than
$500,000,000.

Global Financial Services Fund Sanford C. Bernstein & 0.50% for assets up to $100 million;
Co., Inc. ("Sanford 0.40% for assets from $100 million
Bernstein") is owned to $300 million; 0.30% for assets
by its employees. over $300 million.

Internet Fund Alger, which is owned 0.40% for assets under management.
by its employees.

International Internet Fund Alger, which is owned 0.65% for assets up to $50 million;
by its employees. 0.55% for assets from $50 million
to $100 million; and 0.45% for assets
greater than $100 million.

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,
provide a variety of trust,
investment management
and investment advisory
services.
</TABLE>

43
<PAGE> 198

<TABLE>
<S> <C> <C>
High-Yield Bond Fund Caywood-Scholl Capital 0.30% for assets under management
Management ("Caywood- up to $100,000,000 and 0.25% for
Scholl"). It is a wholly assets above $100,000,000.
owned subsidiary of
RCM Global Investors
LLC, an affiliate of
Dresdner Bank AG.

Tax-Exempt Income Fund MBIA Capital 0.15% for assets under
Management Corp. management.
("MBIA"). It is a wholly
owned subsidiary of
MBIA, Inc.

Balanced Fund Montag & Caldwell is 0.30% for assets under management
controlled by Alleghany up to $100,000,000; 0.25% for
Corporation assets from $100,000,000 to
$200,000,000; and 0.20% for assets
greater than $200,000,000.

Managed Fund OpCap Advisors, ("OpCap"). 0.40% for assets under management
OpCap is a majority-owned up to $100,000,000 and 0.30% for
subsidiary of PIMCO Advisors, assets in excess of $100,000,000.
L.P. a limited partnership.

Sanford Bernstein, a 0.40% for assets under management up
corporation owned by its to $10,000,000; 0.30% for the next
employees. $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.

Money Market Fund Enterprise Capital, a 0.35% for assets under
wholly owned second tier management.
subsidiary of The Mony
Group Inc.
</TABLE>

The Advisor is the Fund Manager of the Money Market Fund. It utilizes
the services of MONY employees for certain services relating to management of
the Fund. These services include but are not limited to the initial credit
review of approved issuers and trading. All such services are provided on a cost
reimbursement basis.

<PAGE> 199
A shareholder who owns beneficially, directly or indirectly, 25% or
more of a Fund's outstanding voting securities may be deemed to "control" (as
defined in the 1940 Act) that Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreement

The Corporation, on behalf of each Fund, has entered into an Investment
Advisory Agreement (the "Advisor's Agreement") with the Advisor which, in turn,
has entered into Fund Manager's Agreements with each of the Fund Managers. The
Advisor is a subsidiary of MONY Life Insurance Company ("MONY"), one of the
nation's largest insurance companies, and is a second-tier subsidiary of The
MONY Group Inc. The Advisor was incorporated in 1986. The Advisor's address is
3343 Peachtree Road, Suite 450, Atlanta, Georgia 30326. Victor Ugolyn, who is
President of the Fund, is also Chairman of the Board and President of the
Advisor.

The Advisor's Agreement obligates the Advisor to provide investment
advisory services to the Funds, to furnish the Corporation with certain
administrative, clerical, bookkeeping and statistical services, office space and
facilities, and to pay the compensation of the officers of the Corporation. Each
Fund pays all other expenses incurred in its operation, including redemption
expenses, expenses of portfolio transactions, shareholder servicing costs,
mailing costs, expenses of registering the shares under federal and state
securities laws, accounting and pricing costs (including the daily calculation
of net asset value and daily dividends), interest, certain taxes, legal
services, auditing services, charges of the custodian and transfer agent, and
other expenses attributable to an individual account. Each Fund also pays a
portion of the Corporation's general administrative expenses. These expenses are
allocated to the Funds either on the basis of their asset size, on the basis of
special needs of any Fund, or equally as is deemed appropriate. These expenses
include expenses such as: directors' fees; custodial, transfer agent, brokerage,
auditing and legal services; the printing of prospectuses, proxies, registration
statements and shareholder reports sent to existing shareholders; printing and
issuance of stock certificates; expenses relating to bookkeeping, recording and
determining the net asset value of shares; the expenses of qualification of a
Fund's shares under the federal and state securities laws; and any other
expenses properly payable by the Corporation that are allocable to the
respective Funds. Litigation costs, if any, may be directly allocable to the
Funds or allocated on the basis of the size of the respective Funds. The Board
of Directors annually reviews allocation of expenses among the Funds and has
been determined that this is an appropriate method of allocation of expenses.

The tables below sets forth the 1999, 1998 and 1997 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 International Internet Fund is not
provided due to the fact that the Fund is new.

<PAGE> 200

<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>

46
<PAGE> 201

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.
47
<PAGE> 202

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> 203

ongoing service fee, (iv) only Class B shares have a conversion feature; (v) the
Class A, B and C shares have exclusive voting rights with respect to matters
related to distribution and servicing expenditures; (vi) Class Y shares are not
subject to any sales charge or any distribution, account maintenance or service
fee, and (vii) the Classes have separate exchange privileges. In addition, the
income attributable to each Class and the dividends payable on the shares of
each Class will be reduced by the amount of the distribution fee or service fee,
if any, payable by that Class. The distribution-related fees paid with respect
to any Class will not be used to finance the distribution expenditures of
another Class. Sales personnel may receive different compensation for selling
different Classes of shares.

Fund shares are purchased at the net asset value (plus, with the
exception of the Money Market Fund Class A shares and Class Y shares of each
fund, the applicable sales charge) next determined after the application for
purchase of shares is received by the Enterprise Shareholder Services Division
of the Fund's Transfer Agent, National Financial Data Services, Inc. (the
"Transfer Agent"). The sales charge may be imposed, at the election of the
investor, at the time of purchase (Class A shares) or may be deferred (Class B
and C shares and Class A shares in excess of $1,000,000). Purchases can be made
through most investment dealers who, as part of the service they provide, must
transmit orders promptly.

Initial Sales Charge Waivers and Reductions

No sales charge applies to purchases of Class A shares by any of the
following: (a) selling brokers, their employees and their registered
representatives; (b) employees, clients or direct referrals of any Fund Manager
or of Evaluation Associates, Inc. ("EAI"); (c) directors, former directors,
employees or retirees of the Fund or of The MONY Group Inc. and its
subsidiaries; (d) family including spouses, parents, siblings, children,
grandchildren and employee benefit plans of any of (a), (b) and (c) above; (e)
certain employee benefit plans qualified under Sections 401 and 403 of the IRC,
including salary reduction plans qualified under Section 401(k) of IRC and
certain payroll deduction plans, subject to minimum requirements with respect to
number of participants or plan assets which may be established by the
Distributor; (f) MONY and its subsidiaries; (g) clients of fee-based financial
planners; and (h) financial institutions and financial institutions' trust
departments for funds over which they exercise exclusive discretionary
investment authority and which are held in fiduciary, agency, advisory,
custodial or similar capacity.

In addition, members of certain associations, fraternal groups,
franchise organizations and unions may enter into an agreement with the
Distributor which allows members to purchase Class A shares at a sales load
equal to 75% of the applicable sales charge, subject to minimum requirements,
with respect to number of participants or plan assets which may be established
by the Distributor. The Dealer Discount will also be adjusted in like manner.

An investor seeking a reduction in sales charge with respect to a
waiver of sales charge by reason of being a member of the above-described
groups, must describe the basis for the requested reduction or waiver in
documents accompanying any new investment. The

49
<PAGE> 204

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

50
<PAGE> 205
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> 206

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> 207

value to make each withdrawal payment. Redemptions for the purpose of
withdrawals are made on or about the 15th day of the month of payment at that
day's closing net asset value, and checks are mailed within five days of the
redemption date. Such distributions are subject to applicable taxation.

Because withdrawal payments may include a return of principal,
redemptions for the purpose of making such payments may reduce or even use up
the investment, depending upon the size of the payments and the fluctuations of
the market price of the underlying Fund securities. For this reason, the
payments cannot be considered as a yield of income on the investment.

Retirement Plans. The Corporation offers various Retirement Plans: IRA
(generally for all individuals with employment income); 403(b)(7) (for employees
of certain tax-exempt organizations and schools); and corporate pension and
profit sharing (including a 401(k) option) plans. For full details as to these
plans, you should request a copy of the plan document from the Transfer Agent.
After reading the plan, you may wish to consult a competent financial or tax
adviser if you are uncertain that the plan is appropriate for your needs.

Conversion of Class B Shares

Class B shares will automatically convert to Class A shares of the same
Fund eight years after the end of the calendar month in which the purchase order
for Class B shares was accepted, on the basis of the relative net asset values
of the two classes and subject to the following terms: Class B shares acquired
through the reinvestment of dividends and distributions ("reinvested Class B
shares") will be converted to Class A shares on a pro rata basis only when Class
B shares not acquired through reinvestment of dividends or distributions
("purchased Class B shares") are converted. The portion of reinvested Class B
shares to be converted will be determined by the ratio that the purchased Class
B shares eligible for conversion bear to the total amount of purchased Class B
shares eligible in the shareholder's account. For the purposes of calculating
the holding period, Class B shares will be deemed to have been issued on the
sooner of: (a) the date on which the issuance of Class B shares occurred, or (b)
for Class B shares obtained by an exchange or series of exchanges, the date on
which the issuance of the original Class B shares occurred. This conversion to
Class A shares will relieve Class B shares that have been outstanding for at
least eight years (a period of time sufficient for the Distributor to have been
compensated for distribution expenses related to such Class B shares) from the
higher ongoing distribution fee paid by Class B shares. Only Class B shares have
this conversion feature. Conversion of Class B shares to Class A shares is
contingent on the continuing availability of a private letter revenue ruling
from the Internal Revenue Service affirming that such conversion does not
constitute a taxable event for the shareholder under the IRC. If such revenue
ruling or an opinion of counsel is no longer available, conversion of Class B
shares to Class A shares would have to be suspended, and Class B shares would
continue to be subject to the Class B distribution fee until redeemed.

<PAGE> 208

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> 209
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> 210

The market value of debt securities usually reflects yields generally
available on securities of similar quality. When yields decline, the market
value of the Fund holding higher yielding securities can be expected to
increase; when yields increase, the market value of the Fund invested at lower
yields can be expected to decline. In addition, if the Fund has net redemptions
at a time when interest rates have increased, the Fund may be forced to sell
Fund securities prior to maturity at a price below the Fund's carrying value.
Also, rather than market value, any yield quoted may be different from the yield
that would result if the entire Fund were valued at market value, since the
amortized cost method does not take market fluctuations into consideration.

Other Funds. The Funds, other than the Money Market Fund, calculate a
share's net asset value by dividing the net assets of the Fund by the
number of shares then outstanding of such Fund.

Computation of Offering Price Per Share. The following is the offering
price calculation for each Class of shares of each Fund. The Class A, Class B
and Class C calculations are based on the value of each Fund's net assets and
number of shares outstanding on December 31, 1999.

<PAGE> 211

<TABLE>
<CAPTION>
Growth Fund Growth and Income Fund
----------------------------------------------------- ----------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
--------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $1,268,022,312 $811,705,605 $294,682,987 $86,826,383 $65,759,315 $74,596,885 $13,709,571 $17,115,724
-------------- ------------ ------------ ----------- ----------- ----------- ----------- -----------
Number of
Shares
Outstanding........ 51,648,867 34,049,236 12,206,487 3,464,995 1,704,781 1,952,618 358,525 439,862
-------------- ------------ ------------ ----------- ----------- ----------- ----------- -----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 24.55 $ 23.84 $ 24.14 $ 25.06 $ 38.57 $ 38.20 $ 38.24 $ 38.91
-------------- ------------ ------------ ----------- ----------- ----------- ----------- -----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ $ 1.22 ** ** ** $ 1.92 ** ** **
-------------- ------------ ------------ ----------- ----------- ----------- ----------- -----------

Offering Price..... $ 25.77 $ 23.84 $ 24.14 $ 25.06 $ 40.49 $ 38.20 $ 38.24 $ 38.91
-------------- ------------ ------------ ----------- ----------- ----------- ----------- -----------
</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C, and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.

<TABLE>
<CAPTION>
Equity Fund Equity Income Fund
--------------------------------------------------- -------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $8,138,955 $11,430,590 $2,144,335 $ 161,251 $111,395,065 $44,573,449 $9,337,575 $153,381
---------- ----------- ---------- ---------- ------------ ----------- ---------- --------
Number of
Shares
Outstanding........ 1,121,612 1,594,890 298,960 22,225 4,053,893 1,644,839 342,498 5,586
---------- ----------- ---------- ---------- ------------ ----------- ---------- --------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 7.26 $ 7.17 $ 7.17 $ 7.26 $ 27.48 $ 27.10 $ 27.26 $ 27.46
---------- ----------- ---------- ---------- ------------ ----------- ---------- --------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.36 ** ** ** 1.37 ** ** **
---------- ----------- ---------- ---------- ------------ ----------- ---------- --------

Offering Price..... $ 7.62 $ 7.17 $ 7.17 $ 7.26 $ 28.85 $ 27.10 $ 27.26 $ 27.46
---------- ----------- ---------- ---------- ------------ ----------- ---------- --------
</TABLE>

<PAGE> 212

<TABLE>
<CAPTION>
Capital Appreciation Fund Multi-Cap
------------------------------------------------ ------------------------------------------------------
Class A Class B Class C Class Y A B C Y
------- ------- ------- ------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <S> <C> <C> <C>
Net Assets......... $181,232,347 $40,276,107 $6,917,358 $428,427 $49,206,315 $39,854,296 $13,863,694 $ 641,329
------------ ----------- ---------- -------- ----------- ----------- ----------- ---------
Number of
Shares
Outstanding........ 3,888,367 899,015 150,876 9,089 3,581,495 2,908,799 1,012,151 46,601
------------ ----------- ---------- -------- ----------- ----------- ----------- ---------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 46.61 $ 44.80 $ 45.85 $ 47.14 $13.74 $13.70 $13.70 $13.76
------------ ----------- ---------- -------- ----------- ---------- ---------- ---------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 2.32 ** ** ** 0.69 ** ** **
------------ ----------- ---------- -------- ----------- ---------- ---------- ---------

Offering Price..... $ 48.93 $ 44.80 $ 45.85 $ 47.14 $14.43 $13.70 $13.70 $13.76
------------ ----------- ---------- -------- ----------- ---------- ---------- ---------
</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.

<TABLE>
<CAPTION>
Small Company Growth Fund Small Company Value Fund
-------------------------------------------------- -------------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $19,024,696 $19,797,924 $4,653,925 $9,295,834 $135,221,672 $98,471,789 $35,265,495 $618,995
---------- ---------- ---------- ---------- ------------ ----------- ----------- --------
Number of
Shares
Outstanding........ 571,955 606,930 142,172 276,977 15,855,174 11,904,479 4,173,479 70,895
---------- ---------- ---------- ---------- ------------ ----------- ----------- --------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 33.26 $ 32.62 $ 32.73 $ 33.56 $ 8.53 $ 8.27 $ 8.45 $ 8.73
---------- ---------- ---------- ---------- ------------ ----------- ----------- --------

Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 1.66 ** ** ** 0.43 ** ** **
---------- ---------- ---------- ---------- ------------ ----------- ----------- --------

Offering Price..... $ 34.92 $ 32.62 $ 32.73 $ 33.56 $ 8.96 $ 8.27 $ 8.45 $ 8.73
---------- ---------- ---------- ---------- ------------ ----------- ----------- --------
</TABLE>

- ------------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y are not subject to an initial charge.
However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.

58
<PAGE> 213
<TABLE>
<CAPTION>
International Growth Fund Global Financial Services Fund
----------------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $55,426,432 $23,475,421 $5,770,974 $20,738,162 $5,178,650 $4,660,847 $718,073 $5,477,618
----------- ----------- ---------- ----------- ---------- ---------- -------- ----------
Number of
Shares
Outstanding........ 2,327,820 1,003,426 244,634 870,521 928,591 839,668 129,204 980,741
----------- ----------- ---------- ----------- ---------- ---------- -------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 23.81 $ 23.40 $ 23.59 $ 23.82 $ 5.58 $ 5.55 $ 5.56 $ 5.59
----------- ----------- ---------- ----------- ---------- ---------- -------- ----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 1.19 ** ** ** 0.28 ** ** **
----------- ----------- ---------- ----------- ---------- ---------- -------- ----------

Offering Price..... $ 25.00 $ 23.40 $ 23.59 $ 23.82 $ 5.86 $ 5.55 $ 5.56 $ 5.59
----------- ----------- ---------- ----------- ---------- ---------- -------- ----------
</TABLE>

- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B, Class C and Class Y shares are not subject to an initial charge.
However, Class B and Class C shares may be subject to a CDSC on redemption
of shares.

<TABLE>
<CAPTION>
Internet Government Securities Fund
---------------------------------------------------------- -----------------------------------------------
A B C Y Class A Class B Class C Class Y
------------ ------------ ----------- ----------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $119,283,259 $107,175,511 $35,447,799 $ 1,380,957 $73,705,701 $36,876,088 $5,516,423 $6,211,852
------------ ------------ ----------- ----------- ----------- ----------- ---------- ----------
Number of
Shares
Outstanding........ 3,760,614 3,385,857 1,120,101 43,401 6,370,136 3,188,584 476,863 537,146
------------ ------------ ----------- ---------- ----------- ----------- ---------- ----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $31.72 $31.65 $31.65 $31.82 $ 11.57 $ 11.57 $ 11.57 $ 11.56
------------ ------------ ----------- ---------- ----------- ----------- ---------- ----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 1.58 ** ** ** 0.58 ** ** **
----------- ----------- ---------- ---------- ----------- ----------- ---------- ----------

Offering Price..... $33.30 $31.65 $31.65 $31.65 $ 12.15 $ 11.57 $ 11.57 $ 11.56
----------- ----------- ---------- ---------- ----------- ----------- ---------- ----------
</TABLE>

59
<PAGE> 214

<TABLE>
<CAPTION>
High-Yield Bond Fund Tax-Exempt Income Fund
----------------------------------------------- -----------------------------------------------
Class A Class B Class C Class Y Class A Class B Class C Class Y
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $64,038,367 $36,672,614 $6,841,130 $1,179,099 $21,702,628 $5,639,682 $1,706,501 $61,499
----------- ----------- ---------- ---------- ----------- ---------- ---------- -------
Number of
Shares
Outstanding........ 5,828,860 3,338,236 622,644 107,307 1,692,398 439,827 133,062 4,797
----------- ----------- ---------- ---------- ----------- ---------- ---------- ------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $ 10.99 $ 10.99 $ 10.99 $ 10.99 $ 12.82 $ 12.82 $ 12.82 $ 12.82
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.55 ** ** ** 0.64 ** ** **
----------- ----------- ---------- ---------- ----------- ---------- -------- -------

Offering Price..... $ 11.54 $ 10.99 $ 10.99 $ 10.99 $ 13.46 $ 12.82 $ 12.82 $ 12.82
----------- ----------- ---------- ---------- ----------- ---------- -------- -------
</TABLE>
- -----------------------
* Rounded to nearest one-hundredth percent; assumes maximum sales charge
is applicable.
** Class B, Class C and Class Y shares are not subject to an initial
charge. However, Class B and Class C shares may be subject to a CDSC on
redemption of shares.

<TABLE>
<CAPTION>
Balanced Managed Fund
--------------------------------------------------------- ----------------------------------------------------
A B C Y Class A Class B Class C Class Y
---------- ---------- --------- --------- ------- ------- ---------- ----------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
Net Assets......... $4,946,422 $4,408,874 $ 700,722 $ 108,609 $144,519,183 $149,098,160 $ 9,956,434 $81,090,489
----------- ---------- --------- --------- ------------ ------------ ----------- -----------
Number of
Shares
Outstanding........ 924,657 824,735 131,028 20,281 15,954,062 16,633,916 1,111,618 8,964,032
----------- ---------- --------- --------- ------------ ------------ ----------- -----------
Net Asset
Value Per
Share (net
assets divided
by number of
shares) ........... $5.35 $5.35 $5.35 $5.35 $ 9.06 $ 8.96 $ 8.96 $ 9.05
---------- ---------- --------- --------- ------------ ------------ ----------- -----------
Sales charge
for Class A
Shares: 4.75%
of offering
price (4.99% of
net asset value
per share)*........ 0.27 ** ** ** 0.45 ** ** **
---------- ---------- --------- --------- ------------ ------------ ----------- -----------

Offering Price..... $5.62 $5.35 $5.35 $5.36 $ 9.51 $ 8.96 $ 8.96 $ 9.05
---------- ---------- --------- --------- ------------ ------------ ----------- -----------
</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> 215
<TABLE>
<CAPTION>
Money Market Fund International Internet Fund
-------------------------------------------------- --------------------------------------------------
Class A Class B Class C Class Y 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 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, 1999.

Information with respect to the International Internet Fund is not
provided due to the fact that the Fund 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>

61
<PAGE> 216
<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, 1998 and December 31, 1997 were
$2,222,948 and $629,024, respectively.

<PAGE> 217
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> 218
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> 219

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.

65
<PAGE> 220

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> 221

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> 222
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.

68
<PAGE> 223

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, but there can be no assurance that the
Fund will be able to do so.

Excise Tax

The federal tax laws impose a 4% nondeductible excise tax on each
regulated investment company with respect to the amount, if any, by which such
company does not meet certain specified distribution requirements. Each Fund
intends to comply with such distribution requirements and thus does not expect
to incur the 4% nondeductible excise tax.

General

The foregoing is a general and abbreviated summary of the applicable
provisions of the IRC and Treasury Regulations in effect, as currently
interpreted by the Courts and by the Internal Revenue Service in published
revenue rulings and in private letter rulings and is only applicable to U.S.
persons. These interpretations can be changed at any time. For the complete
provisions, reference should be made to the pertinent IRC sections and the
Treasury Regulations promulgated thereunder. The above discussion covers only
federal income tax considerations with respect to the Funds and their
shareholders. State and local tax laws vary greatly, especially with regard to
the treatment of exempt-interest dividends. Shareholders should consult their
own tax advisers for more information regarding the federal, state, and local
tax treatment of each account.

Statements indicating the tax status of distributions to each
shareholder will be mailed to each shareholder annually.

DIVIDENDS AND DISTRIBUTIONS

It is the Corporation's intention to distribute substantially all of
the net investment income and realized net capital gains, if any, of each Fund.
The per share dividends and distribution on each class of shares of a Fund will
be reduced as a result of any service fees applicable to that class. For
dividend purposes, net investment income of each Fund will consist of
substantially all dividends received, interest accrued, net short-term capital
gains realized by such Fund less the applicable expenses of such Fund.

Unless shareholders request otherwise, by notifying the Fund's Transfer
Agent, dividends and capital gains distributions will be automatically
reinvested in shares of the respective Fund at net asset value; such
reinvestments automatically occur on the payment date of such dividends
and capital gains distributions. At the election of any shareholder, dividends
or capital gains distributions, or both, will be distributed in cash to such
shareholders. However, if it is determined that the U.S. Postal Service cannot
properly deliver Fund mailings to the shareholder, the respective Funds will
terminate the shareholder's election to receive dividends and other

<PAGE> 224

distributions in cash. Thereafter, the shareholder's subsequent dividends and
other distributions will be automatically reinvested in additional shares of the
respective Funds until the shareholder notifies the Transfer Agent or the
Corporation in writing of his or her correct address and requests in writing
that the election to receive dividends and other distributions in each be
reinstated.

Distributions of capital gains from each of the Funds, other than the
Money Market Fund, are made at least annually. Dividends from investment income
of the Equity Funds (except the Equity Income Fund) and Managed Fund are
declared and paid annually. Dividends from investment income on the Equity
Income Fund are paid semiannually. Dividends from investment income for the
Balanced Fund are paid quarterly. 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 18
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> 225

Corporation and on any and all other matters on which, by law or the provisions
of the Corporation's bylaws, they may be entitled to vote. Voting rights are not
cumulative, so that holders of more than 50% of the shares voting in the
election of Directors can, if they choose to do so, elect all of the Directors
of the Corporation, in which event the holders of the remaining shares are
unable to elect any person as a Director.

On matters relating to all Funds or Classes of shares and affecting all
Funds or Class of shares in the same manner, shareholders of all Funds or
Classes of shares are entitled to vote. On any matters affecting only one Fund,
only the shareholders of that Fund are entitled to vote. On matters relating to
all the Funds but affecting the Funds differently, separate votes by Fund are
required. Each Class has exclusive voting rights with respect to matters related
to distribution and servicing expenditures, as applicable.

The Corporation and its Funds are not required by Maryland law to hold
annual meetings of shareholders under normal circumstances. The Board of
Directors or the shareholders may call special meetings of the shareholders for
action by shareholder vote, including the removal of any or all of the
Directors, as may be required by either the Articles of Incorporation or bylaws
of the Corporation, or the Investment Company Act of 1940. Shareholders possess
certain rights related to shareholder communications which, if exercised, could
facilitate the calling by shareholders of a special meeting.

REPORTS TO SHAREHOLDERS

The Corporation sends to all its shareholders annual and semiannual
reports.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company whose address is One Heritage
Drive, The Joseph Palmer Building, North Quincy, Massachusetts, 02171, has been
retained to act as custodian of the assets of the Corporation. The custodian is
responsible for safeguarding and controlling the cash and securities of the
Funds, handling the receipt and delivery of securities and collecting interest
and dividends on the Funds' investments.

National Financial Data Services, Inc. acts as the Corporation's
Transfer Agent and Dividend Disbursing Agent. National Financial Data Services,
Inc. is a joint venture of State Street Bank & Trust Company of Boston,
Massachusetts, and DST Systems, Inc. of Kansas City, Missouri.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, whose address is 2400 Eleven Penn Center,
Philadelphia, Pennsylvania 19103, has been retained to serve as the
Corporation's independent accountants. The

<PAGE> 226

independent accountants are responsible for auditing the annual financial
statements of the Funds.

FINANCIAL STATEMENTS

The Corporation's Semi-Annual Report dated June 30, 1999, which was filed with
the Securities & Exchange Commission on August 27, 1999 (accession number
0000004123-99-000017), 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> 227

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> 228

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.

74
<PAGE> 229

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> 230
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.

76
<PAGE> 231

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 April 10, 2000, filed as Exhibit
(a)(iii) to Post-Effective Amendment No. 57 dated April 14,
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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 between 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 Managers Agreement between The Enterprise Group
of Funds, Inc., Enterprise Capital, and Fred Alger
Management, Inc. as sub-adviser, filed as Exhibit
(d)(xix) to Post-Effective Amendment No. 57 dated
April 14, 2000, (file No. 2-28097), is
incorporated.

(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> 232
(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. 57, dated April 14, 2000, to
Registration Statement on Form N-1A (Reg. No. 2-28097), is
incorporated.

(j) Consent of PricewaterhouseCoopers LLP.

(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> 233

indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.

Item 26. Business and Other Connections of the Investment Adviser.

See "Management of The Fund" in the Prospectus and "Investment Advisory
and Other Services" in the Statement of Additional Information for
information regarding the business and other connections of the
Investment Adviser

For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and directors of
Enterprise Capital Management, Inc. reference is made to Part B of
Post-Effective Amendment to the Registrant's Registration Statement and
to the registration of Form ADV (File No. 801-27181) of Enterprise
Capital Management, Inc. filed under the Investment Adviser Act of
1940, which is incorporated herein by reference.

Montag & Caldwell, Inc.; Retirement System Investors Inc.; TCW
Investment Management Company; 1740 Advisers, Inc.; Marsico Capital
Management, LLC; Fred Alger Management, Inc.; William D. Witter, Inc.;
GAMCO Investors, Inc.; Vontobel USA Inc.; Sanford C. Bernstein & Co.,
Inc.; Caywood-Scholl Capital Management; MBIA Capital Management
Corp.; and OpCap Advisors; the Fund Managers of certain of the Funds of
the Registrant, are primarily engaged in the business of rendering
investment advisory services. Reference is made to the recent Form ADV
and schedules thereto on file with the Commission for a description of
the names and employment of the directors and officers of the following
Fund Managers, and other required information:

<TABLE>
<CAPTION>
File No.
--------
<S> <C>
Montag & Caldwell, Inc. 801-15398
Retirement System Investors Inc. 801-36893
TCW Investment Management Company 801-29075
1740 Advisers, Inc. 801-08176
Marsico Capital Management, LLC 801-54914
Fred Alger Management, Inc. 801-06709
William D. Witter, Inc. 801-12695
GAMCO Investors, Inc. 801-14132
Vontobel USA Inc. 801-34910
Sanford C. Bernstein & Co., Inc. 801-10488
Caywood-Scholl Capital Management 801-26996
MBIA Capital Management Corp. 801-46649
OpCap Advisors 801-27180
</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> 234

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>
Growth Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

Growth & Income Fund Retirement System Investors Inc.
317 Madison Avenue
New York, NY 10017

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

Capital Appreciation Fund Marsico Capital Management, LLC
1200 17th Street
Suite 1300
Denver, CO 80202

Multi-Cap Growth Fund Fred Alger Management, Inc.
1 World Trade Center
Suite 9333
New York, NY 10048
</TABLE>

<PAGE> 235
<TABLE>
<S> <C>
Small Company Growth Fund William D. Witter, Inc.
One Citicorp Center
153 East 53rd Street
New York, NY 10022

Small Company Value Fund GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580

International Growth Fund Vontobel USA Inc.
450 Park Avenue
New York, New York 10022

Global Financial Services Fund Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185

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

Government Securities Fund TCW Investment Management Company
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017

High-Yield Bond Fund Caywood-Scholl Capital Management
4350 Executive Drive, Suite 125
San Diego, CA 92121

Tax-Exempt Income Fund MBIA Capital Management Corp.
113 King Street
Armonk, NY 10504

Balanced Fund Montag & Caldwell, Inc.
3455 Peachtree Road, N.E.
Suite 1200
Atlanta, GA 30326-3248

Managed Fund OpCap Advisors
1345 Avenue of the Americas
47th Floor
New York, NY 10105-4800

Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, NY 10153-0185

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> 236

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 14th day of April 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 April 14, 2000
Victor Ugolyn Executive Officer

/s/ Phillip G. Goff
- --------------------------------- Principal Financial and Accounting April 14, 2000
Phillip G. Goff Officer

*
- ---------------------------------
Arthur T. Dietz Director April 14, 2000

*
- ---------------------------------
Samuel J. Foti Director April 14, 2000

*
- ---------------------------------
Arthur Howell Director April 14, 2000

*
- ---------------------------------
Lonnie H. Pope Director April 14, 2000

*
- ---------------------------------
William A. Mitchell, Jr. Director April 14, 2000

*
- ---------------------------------
Michael I. Roth Director April 14, 2000

By: /s/ Catherine R. McClellan
------------------------------
(Attorney-in-Fact)
</TABLE>

<PAGE> 237

[EXHIBIT INDEX]

Exhibit Description
Number -----------
------
<S> <C>
(a)(iii) Articles Supplementary to Articles of Incorporation
(d)(xix) Fund Manager's Agreement between The Enterprise
Group of Funds, Inc., Enterprise Capital, and
Fred Alger Management, Inc.
(i) Opinion and Consent of Counsel
(j) Consent of PricewaterhouseCoopers LLP

</TABLE>

<PAGE> 1
EXHIBIT (A)(III)
THE ENTERPRISE GROUP OF FUNDS, INC.

ARTICLES SUPPLEMENTARY

THE ENTERPRISE GROUP OF FUNDS, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: The Board of Directors of the Corporation, an open-end
investment company and registered under the Investment Company Act of 1940, as
amended, and having authorized capital of four billion nine hundred million
(4,900,000,000) shares of common stock, par value $.10 per share, has adopted
resolutions as follows:

(1) increase the number of authorized shares from four billion
nine hundred million (4,900,000,000) shares of common stock, $.10 par value,
with an aggregate par value of $490,000,000 to five billion seven hundred
million (5,700,000,000) shares of common stock, $.10 par value, with an
aggregate par value of Five Hundred Seventy Million Dollars ($570,000,000);

(2) classify eight hundred million (800,000,000) of the
authorized, unissued and unclassified shares of the common stock, par value $.10
per share, with an aggregate par value of Eighty Million Dollars ($80,000,000),
into four classes: Class A Common Stock, Class B Common Stock, Class C Common
Stock, and Class Y Common Stock, each such class to consist of 200,000,000
shares (collectively, the Enterprise International Internet Fund);

SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:

A description of the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of common stock of the Corporation is set
forth in the Corporation's Charter, and has not been changed by the Board of
Directors of the Corporation.

THIRD: The shares aforesaid have been duly classified by the Board of
Directors of the Corporation pursuant to the authority and power contained in
the Charter of the Corporation.

<PAGE> 2

IN WITNESS WHEREOF, The Enterprise Group of Funds, Inc. has caused
these presents to be signed in its name and on its behalf by its Chairman and
witnessed by its Secretary on April , 2000.

WITNESS THE ENTERPRISE GROUP OF FUNDS,
INC.

/s/ Catherine R. McClellan /s/ Victor Ugolyn
- -------------------------------- ---------------------------------
Catherine R. McClellan Victor Ugolyn
Secretary Chairman

THE UNDERSIGNED, Chairman of The Enterprise Group of Funds, Inc., who
executed on behalf of said corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges that
the foregoing Articles Supplementary are the act of the said Corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/ Victor Ugolyn
---------------------------------
Victor Ugolyn
Chairman

<PAGE> 1
EXHIBIT (D) (XIX)
INTERNATIONAL INTERNET FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.

FUND MANAGER'S AGREEMENT

THIS AGREEMENT, made the ____ day of ______, 2000 is among The
Enterprise Group of Funds, Inc. (the "Fund"), a Maryland corporation, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and Fred Alger Management, Inc., a ____________ corporation,
(hereinafter referred to as the "Fund Manager").

BACKGROUND INFORMATION

(A) The Adviser has entered into an Investment Adviser's Agreement with
the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay to the
Adviser certain fees therefore. The Investment Adviser's Agreement recognizes
that the Adviser may enter into agreements with other investment advisers who
will serve as fund managers to the Portfolios.

(B) The parties hereto wish to enter into an agreement whereby the Fund
Manager will provide to the Internet Fund of the Fund (the "Internet Fund")
securities investment advisory services for the Internet Fund.

WITNESSETH THAT:

In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Fund Manager agree as follows:

(1) The Fund and Adviser hereby employ the Fund Manager
to render certain investment advisory services to the Internet Fund, as set
forth herein. The Fund Manager hereby accepts such employment and agrees to
perform such services on the terms herein set forth, and for the compensation
herein provided.

(2) The Fund Manager shall furnish the Internet Fund
advice with respect to the investment and reinvestment of the assets of the
Internet Fund, or such portion of the assets of the Internet Fund as the Adviser
shall specify from time to time, in accordance with the investment objectives,
restrictions and limitations applicable to the Internet Fund which are set forth
in the Fund's most recent Registration Statement.

(3) The Fund Manager shall perform a monthly
reconciliation of the Internet Fund to the holdings report provided by the
Fund's custodian and bring any material or significant variances regarding
holdings or valuations to the attention of the Adviser.

(4) The Fund Manager shall for all purposes herein be
deemed to be an independent contractor. The Fund Manager has no authority to act
for or represent the Fund or the Portfolios in any way except to direct
securities transactions pursuant to its investment advice hereunder. The Fund
Manager is not an agent of the Fund or the Portfolios.

<PAGE> 2

(5) It is understood that the Fund Manager does not, by
this Agreement, undertake to assume or pay any costs or expenses of the Fund or
the Portfolios.

(6)(a) The Adviser agrees to pay as compensation to the
Fund Manager for its services to be furnished under this Agreement, with respect
to each calendar month after the effective date of this Agreement, on the
twentieth (20th) day after the close of each calendar month, a sum equal to
0.054 of 1% of the average of the daily closing net asset value of the Fund
managed by the Fund Manager during such month (that is, 0.65 of 1% per year) for
the first $50,000,000 of assets under management; a sum equal to 0.046 of 1% of
the average of the daily closing net asset value of the Fund during such month
(that is, 0.55 of 1% per year) for assets in excess $50,000,000 to $100,000,000
under management; and a sum equal to 0.0375 of 1% of the average of the daily
closing net asset value of the Fund during such month (that is, 0.45 of 1% per
year) for assets in excess of $100,000,000.

(6)(b) The payment of all fees provided for hereunder shall
be prorated and reduced for sums payable for a period less than a full month in
the event of termination of this Agreement on a day that is not the end of a
calendar month.

(6)(c) For the purposes of this Paragraph 6, the daily
closing net asset values of the Portfolio shall be computed in the manner
specified in the Registration Statement for the computation of the value of such
net assets in connection with the determination of the net asset value of the
Internet Fund shares.

(7) The services of the Fund Manager hereunder are deemed
to be exclusive as to providing internet advisory management for a period of two
years from date of the Internet Fund's effectiveness. The exclusive relationship
shall be extended for a third year, provided that the Internet Fund's assets
under management reach $250,000,000 as of the second anniversary of the
effectiveness of the Internet Fund. The Fund Manager is free to render services
to others and to engage in other activities so long as its services hereunder
are not impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ others
to furnish factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is furnished
hereunder.

(8) In the absence of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Fund Manager shall not be
liable to the Fund, the Internet Fund or the Adviser or to any shareholder or
shareholders of the Fund, the Internet Fund or the Adviser for any mistake of
judgment, act or omission in the course of, or connected with, the services to
be rendered by the Fund Manager hereunder.

(9) The Fund Manager will take necessary steps to prevent
the investment professionals of the Fund Manager who are responsible for
investing assets of the Internet Fund from taking, at any time, a short position
in any shares of any holdings of the Internet Fund for any accounts in which
such individuals have a beneficial interest, excluding short positions,
including without limitation, short against-the-box positions, effected for tax
reasons. The Fund Manager also will cooperate with the Fund in adopting a
written policy prohibiting insider trading with respect to Internet Fund
transactions insofar as such transactions may relate to the Fund Manager.

(10) In connection with the management of the investment
and reinvestment of the assets of the Internet Fund, the Fund Manager is
authorized to select the brokers or dealers that will

<PAGE> 3

execute purchase and sale transactions for the Internet Fund, and is directed to
use its best efforts to obtain the best available price and most favorable
execution with respect to such purchases and sales of portfolio securities for
the Internet Fund. Subject to this primary requirement, and maintaining as its
first consideration the benefits for the Internet Fund and its shareholders, the
Fund Manager shall have the right, subject to the approval of the Board of
Directors of the Fund and of the Adviser, to follow a policy of selecting
brokers and dealers who furnish statistical research and other services to the
Internet Fund, the Adviser, or the Fund Manager and, subject to the Conduct
Rules of the National Association of Securities Dealers, Inc., to select brokers
and dealers who sell shares of the Portfolios.

(11) The Fund may terminate this Agreement by thirty (30)
days written notice to the Adviser and the Fund Manager at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors, or by vote of
a majority of its outstanding voting securities. The Adviser may terminate this
Agreement by thirty (30) days written notice to the Fund Manager and the Fund
Manager may terminate this Agreement by thirty (30) days written notice to the
Adviser, without the payment of any penalty. This Agreement shall immediately
terminate in the event of its assignment, unless an order is issued by the
Securities and Exchange Commission conditionally or unconditionally exempting
such assignment from the provision of Section 15 (a) of the Investment Company
Act of 1940, in which event this Agreement shall remain in full force and
effect.

(12) Subject to prior termination as provided above, this
Agreement shall continue in force from the date of execution until December 31,
2001 and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter by
vote of the Board of Directors of the Fund, including a majority of those
Directors who are not parties to this Agreement of interested persons of any
such party, or by vote of a majority of the outstanding voting securities of the
Fund, and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.

(13) The Adviser shall indemnify and hold harmless the
Fund Manager, its officers and directors and each person, if any, who controls
the Fund Manager within the meaning of Section 15 of the Securities Act of 1933
(any and all such persons shall be referred to as "Indemnified Party"), against
any loss, liability, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages or expense and
reasonable counsel fees incurred in connection therewith), arising by reason of
any matter to which this Fund Manager's Agreement relates. However, in no case
(i) is this indemnity to be deemed to protect any particular Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Fund Manager's Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have notified
the Adviser in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Fund Manager or such controlling persons.

The Fund Manager shall indemnify and hold harmless
the Adviser and each of its directors and officers and each person if any who
controls the Adviser within the meaning of Section 15 of the Securities Act of
1933, against any loss, liability, damage or expense described in the foregoing
indemnity, but only with respect to the Fund Manager's willful misfeasance, bad
faith or gross negligence in the performance of its duties under this Fund
Manager's Agreement. In case any action shall be brought against the Adviser or
any person so indemnified, in respect of which indemnity may be sought against

<PAGE> 4

the Fund Manager, the Fund Manager shall have the rights and duties given to the
Adviser, and the Adviser and each person so indemnified shall have the rights
and duties given to the Fund Manager by the provisions of subsection (i) and
(ii) of this Paragraph 13.

(14) Except as otherwise provided in Paragraph 13 hereof
and as may be required under applicable federal law, this Fund Manager's
Agreement shall be governed by the laws of the State of Georgia.

(15) The Fund Manager agrees to notify the parties within
a reasonable period of time regarding a material change in the membership of the
Fund Manager.

(16) The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.

(17) Unless otherwise permitted, all notices, instructions
and advice with respect to security transactions or any other matters
contemplated by this Agreement shall be deemed duly given when received in
writing:

by the Fund Manager: Fred Alger Management, Inc.
1 World Trade Center, Suite 9333
New York, NY 10048

by the Adviser: Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022

by the Fund: The Enterprise Group of Funds, Inc. c/o Enterprise
Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022

or by such other person or persons at such address or addresses as shall be
specified by the applicable party, in each case, in a notice similarly given.
Each party may rely upon any notice or other communication from the other
reasonably believed by it to be genuine.

(18) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same agreement.

(19) This Agreement constitutes the entire agreement
between the Fund Manager, the Adviser and the Fund relating to the Internet
Fund.

<PAGE> 5

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunder duly
affixed and attested, as of the date first above written.

THE ENTERPRISE GROUP OF FUNDS, INC.
(SEAL)

ATTEST: ----------------------- By: /s/ Victor Ugolyn
Secretary ------------------------------------
Victor Ugolyn, Chairman, President
and Chief Executive Officer

ENTERPRISE CAPITAL MANAGEMENT, INC.
(SEAL)

ATTEST: ----------------------- By: /s/ Victor Ugolyn
Secretary ------------------------------------
Victor Ugolyn, Chairman, President
and Chief Executive Officer

FRED ALGER MANAGEMENT, INC.
(SEAL)

ATTEST: ----------------------- By:
Secretary ------------------------------------
Name:
----------------------------------
Title:
---------------------------------

<PAGE> 1

EXHIBIT (i)

PAGE 1

April 14, 2000

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Re: The Enterprise Group of Funds, Inc.
Registration Statement No. 2-28097

Dear Sir or Madam:

I am counsel to The Enterprise Group of Funds, Inc., (the "Fund"), and in so
acting, have reviewed Post-Effective Amendment No. 57 (the "Post Effective
Amendment") to the Fund's Registration Statement on Form N-1A, Registration
File No. 2-28097. Representatives of the Fund have advised that the Fund will
file the Post-Effective Amendment pursuant to paragraph (a) of Rule 485 ("Rule
485") promulgated under the Securities Act of 1933. In connection therewith,
the Fund has requested that I provide this letter.

In my examination of the Post-Effective Amendment, I have assumed the
conformity to the originals of all documents submitted to me as copies.

Based upon the foregoing, I hereby advise you that:

(1) the Fund is a corporation duly incorporated and validly existing
in good standings under the laws of the State of Maryland;

(2) the Common Stock to be offered has been duly authorized and, when
sold as contemplated in the Amendments, will be validly issued, fully paid and
nonassessable.

Very truly yours,

Catherine R. McClellan

<PAGE> 1
PAGE 1
EXHIBIT (j)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated February 18, 2000, relating to the
financial statements and financial highlights which appears in the December 31,
1999 Annual Report of The Enterprise Group of Funds, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights" and "Independent
Accountants" in such Registration Statement.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 14, 2000