<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
</TABLE>
The Enterprise Group of Funds, Inc.
--------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[Enterprise Group of Funds LOGO]
--------------------------------------------------------------------------------
June 23, 2000
Dear Fellow Shareholder:
We are pleased to enclose an information statement
relating to an indirect change in ownership of OpCap Advisors
("OpCap"), a Fund Manager for The Enterprise Group of Funds,
Inc. Managed Fund (the "Managed Fund").
OpCap is a majority-owned subsidiary of PIMCO Advisors,
L.P. ("PIMCO Advisors"). On May 5, 2000, PIMCO Advisors was
acquired by Allianz of America, Inc. ("Allianz of America").
Allianz AG, the parent of Allianz of America, is publicly
traded in Germany, and, together with its subsidiaries,
comprises the world's second largest insurance group as
measured by premium income. As a result of this change in
ownership, the subadvisory agreement among the Managed Fund,
OpCap and Enterprise Capital Management, Inc. terminated
automatically as a matter of law. The Board of Directors,
acting pursuant to an exemptive order granted by the
Securities and Exchange Commission, approved a new subadvisory
which was effective as of May 5, 2000.
The terms of the new subadvisory agreement are
substantially identical to the terms of the prior agreement.
The management fee paid by the Managed Fund and the services
provided by OpCap will not change.
We encourage you to read the attached information
statement, which more fully describes the acquisition of PIMCO
Advisors and the Board of Directors' approval of the new
subadvisory agreement. The Enterprise Group of Funds, Inc.
looks forward to working with OpCap to assist you in working
toward your investment goals. Thank you for your continued
support.
Sincerely,
/s/ VICTOR UGOLYN
Victor Ugolyn
Chairman, President, and Chief Executive Officer
<PAGE> 3
THE ENTERPRISE GROUP OF FUNDS, INC.
MANAGED FUND
ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E., SUITE 450
ATLANTA, GA 30326-1022
---------------------
PRELIMINARY INFORMATION STATEMENT
---------------------
We are providing this information statement to the shareholders of The
Enterprise Group of Funds, Inc. Managed Fund (the "Managed Fund") in lieu of a
proxy statement, pursuant to the terms of an exemptive order that The Enterprise
Group of Funds, Inc. (the "Fund") has received from the Securities and Exchange
Commission (the "SEC"). The order permits the Fund's investment adviser,
Enterprise Capital Management, Inc. ("Enterprise Capital"), to hire new Fund
Managers and to make changes to existing Fund Manager contracts with the
approval of the Fund's Board of Directors, but without obtaining shareholder
approval. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This information statement will be mailed on or about June 23, 2000. As of
May 5, 2000, there were 38,531,983.497 shares outstanding of the Managed Fund.
The cost of this information statement will be paid by OpCap.
THE FUND
The Managed Fund is an investment portfolio of the Fund, a Maryland
corporation. The Fund entered into an investment advisory agreement with
Enterprise Capital dated July 1, 1999 (the "Adviser's Agreement"). Under the
Adviser's Agreement, it is Enterprise Capital's responsibility to select,
subject to the review and approval by the Board of Directors, one or more
subadvisers (the "Fund Managers") to manage each investment portfolio of the
Fund. The Adviser's Agreement also gives Enterprise Capital the responsibility
to review and monitor the performance of the Fund Managers on an ongoing basis,
and to recommend to the Board of Directors changes to the roster of Fund
Managers as appropriate. Enterprise Capital also is responsible for conducting
all business operations of the Fund, except those operations contracted to the
Fund's custodian or transfer agent. As compensation for these services,
Enterprise Capital receives a fee from each investment portfolio of the Fund,
from which Enterprise Capital pays all fees due to the Fund Managers. The
investment portfolios of the Fund, therefore, pay no fees directly to the Fund
Managers.
Enterprise Capital recommends Fund Managers for the funds to the Board on
the basis of its continuing quantitative and qualitative evaluation of the Fund
Manager's skills in managing assets pursuant to specific investment styles and
strategies in accordance with the objectives of each fund. Short-term investment
performance by itself is not a significant factor in selecting or terminating a
Fund Manager, and Enterprise Capital does not expect to recommend frequent
changes of Fund Managers.
The Fund Managers do not provide any services to the funds except portfolio
investment management and related record-keeping services. However, in
accordance with the procedures adopted by the Board, the Fund Manager, or its
affiliated broker-dealer, may execute transactions for the Managed Fund and
receive brokerage commissions in connection therewith as permitted by Section
17(e) of the Investment Company Act of 1940, as amended (the "1940 Act") and the
rules thereunder.
THE FUND MANAGER'S AGREEMENT
OpCap Advisors ("OpCap") has served as Fund Manager to the Managed Fund
since 1997. Since November 1, 1999, OpCap has served as one of two Fund Managers
for the Managed Fund pursuant to a Fund Manager's Agreement dated November 1,
1999 (the "Previous Agreement"). (Sanford C. Bernstein & Co., Inc. serves as the
other Fund Manager.)
2
<PAGE> 4
Under the Investment Company Act of 1940 (the "1940 Act"), a change in
ownership of an investment company's adviser or subadviser is deemed to be an
assignment of the advisory contract, which automatically terminates the
contract. Thus, the acquisition of PIMCO Advisors, L.P. ("PIMCO Advisors") of
which OpCap is a majority-owned subsidiary, by Allianz of America, Inc.
("Allianz of America") opted to terminate the Previous Agreement. The Board of
Directors of the Fund approved a new Fund Manager's Agreement with OpCap on May
9, 2000 (the "New Agreement").
Under the Adviser's Agreement, the Managed Fund pays to Enterprise Capital
a management fee equal to 0.75% of its average daily net assets. From this
amount, under the Previous Agreement, Enterprise Capital paid to OpCap fees
equal to 0.40 of 1% per year for the first $100,000,000 of assets under
management and 0.30 of 1% per year for assets under management over
$100,000,000. These fees will not change under the New Agreement. For the fiscal
year ended December 31, 1999, the Managed Fund paid to Enterprise Capital
management fees in the amount of $3,122,484 of which Enterprise Capital paid
$1,247,562.76 to OpCap.
The New Agreement is identical in all material respects to the Previous
Agreement. The form of the New Agreement is attached to this Information
Statement as Exhibit A.
THE BOARD OF DIRECTORS' DECISION
In approving the New Agreement, the Board of Directors considered a number
of material factors, including, but not limited to: (i) that the terms and
conditions of the New Agreement are identical in all material respects to those
of the Previous Agreement, (ii) that the change in control of PIMCO Advisors
does not affect the personnel or operations of OpCap, (iii) the performance of
the Managed Fund since it commenced operations, (iv) the nature and quality of
services rendered by OpCap, and (v) that the New Agreement would secure the
continuity of such services. The Board considered these factors to be of equal
weight and importance. On the basis of their review of the New Agreement and
relevant information, the Board concluded that the New Agreement was fair,
reasonable and in the best interests of the shareholders of the Managed Fund.
Accordingly, the Board of Directors, including the non-interested Directors,
unanimously approved the New Agreement.
INFORMATION ABOUT ENTERPRISE CAPITAL
Enterprise Capital, located at the Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326-1022, serves as the Investment
Adviser and Administrator of the Fund. Enterprise Capital is a second-tier
subsidiary of The MONY Group, Inc. Enterprise Fund Distributors, Inc. is the
Fund's principal underwriter, and its address is 3343 Peachtree Road N.E., Suite
450, Atlanta Georgia 30326-1022. Enterprise Capital also provides investment
advisory services to Enterprise Accumulation Trust. The Managed Portfolio of
Enterprise Accumulation Trust has an identical investment objective to the
Managed Fund.
INFORMATION ABOUT OPCAP
The following is a description of OpCap, which is based on information
provided by OpCap. OpCap is not affiliated with Enterprise Capital or the Fund
other than by reason of serving as Fund Manager to one or more series of the
Fund.
OpCap, a majority-owned subsidiary of PIMCO Advisors, is located at 1345
Avenue of the Americas, 47th Floor, New York, New York, 10105 and serves as the
Managed Fund's Co-Fund Manager. OpCap has provided investment counseling
services since 1987. As of December 31, 1999, OpCap and its affiliates have over
$52.1 billion under management.
Richard J. Glasebrook II, Managing Director of Oppenheimer Capital, is
responsible for the day-to-day management of OpCap's portion of the Managed
Fund. He has more than 25 years' investment industry experience. Mr. Glasebrook
has served as Managing Director since 1994 and immediately prior to that served
as Senior Vice President.
3
<PAGE> 5
Kenneth McGraw Poovey serves as Chief Executive Officer of OpCap and
Richard MacCoy Weil serves as Managing Director of OpCap, which is located at
1345 Avenue of the Americas, 47th floor, New York, New York 10105.
OpCap also serves as investment adviser to other investment companies
having similar objectives to the Managed Fund as indicated in Exhibit B.
Effective May 5, 2000, Allianz of America acquired a majority ownership of
PIMCO Advisors. PIMCO Advisors and its subsidiaries, including OpCap, are now
controlled by Allianz of America through its acquisition of approximately 70% of
the outstanding partnership interests in PIMCO Advisors, while the remainder
interests continue to be held by Pacific Life Insurance Company ("Pacific
Life"). Allianz of America is a holding company that owns several insurance and
financial service companies and is a subsidiary of Allianz AG. Allianz of
America controls PIMCO Advisors through its managing member interest in
PacPartners LLC ("PacPartners"), which is the sole general partner of PIMCO
Advisors. While Allianz of America controls PacPartners, Pacific Life holds a
portion of its continuing interest in PIMCO Advisors through an interest in
PacPartners. Allianz of America, through its subsidiaries, is the managing
member of PacPartners and has full authority and control over all actions taken
by PacPartners as the general partner of PIMCO Advisors, except that Pacific
Life's consent is required for certain extraordinary actions. Allianz of America
has entered into a put/call arrangement for the eventual disposition of Pacific
Life's indirect interest in PIMCO Advisors. The put option held by Pacific Life
allows it to require Allianz of America on the last business day of each
calendar quarter, to purchase at a formula-based price, all of PIMCO Advisors'
units owned directly or indirectly by Pacific Life. The call option held by
Allianz of America will allow it, beginning January 31, 2003 or upon the change
in control of Pacific Life, to require Pacific Life to sell or cause to be sold
to Allianz of America, at the same formula-based price, all of PIMCO Advisors'
units owned directly or indirectly by Pacific Life.
INFORMATION ABOUT ALLIANZ OF AMERICA AND ITS AFFILIATES
The following is a description of Allianz of America and its affiliates,
which is based on information provided by Allianz of America. Allianz of America
and its affiliates are not affiliated with Enterprise Capital or the Fund other
than by reason of OpCap serving as a Fund Manager.
Allianz AG, the parent of Allianz of America, is a publicly traded German
Aktiengesellschaft, which, together with its subsidiaries, comprise the world's
second largest insurance group as measured by premium income. Allianz AG is a
leading provider of financial services, particularly in Europe, and is
represented in 68 countries world-wide through subsidiaries, branch and
representative offices, and other affiliated entities. The Allianz group
currently has assets under management of more than $390 billion, and in its last
fiscal year wrote approximately $50 billion in gross insurance premiums. PIMCO
Advisors and the Alliance Group combined have over $650 billion in assets under
management. Allianz AG's address is Koniginstrasse 28, D-80802, Munich, Germany.
Affiliates of Allianz AG currently include Dresdner Bank AG, Deutsche Bank
AG, Munich Re, Credit Lyonnais and HypoVereinsbank. These entities, as well as
certain broker-dealers that might be deemed to be controlled or affiliated with
these entities, such as Bankers Trust Company, BT Alex Brown Incorporated,
Deutsche Bank Securities, Inc. and Dresdner Kleinwort Benson North America LLC,
may be considered "Affiliated Brokers." Absent an exemption from the SEC or
other relief, the Managed Fund will generally be precluded from effecting
principal transactions with Affiliated Brokers, and its ability to purchase
securities from underwriting syndicates including an Affiliated Broker or to
utilize the Affiliated Brokers for agency transactions may be subject to
restrictions. OpCap does not believe that any applicable restrictions on
transactions with Affiliated Brokers will materially adversely affect its
ability to provide on-going services to the Managed Fund, the Managed Fund's
ability to take advantage of market opportunities, or the Managed Fund's overall
performance.
4
<PAGE> 6
INFORMATION ABOUT BROKERAGE TRANSACTIONS
OpCap is affiliated with one or more registered broker-dealers. From time
to time, a portion of the Managed Fund's brokerage transactions may be conducted
with such broker-dealers, subject to policies established by the Fund's Board to
ensure that all brokerage commissions paid to such broker-dealers by the Managed
Fund with which it is affiliated are fair and reasonable. For the fiscal year
ended December 31, 1999, the Fund paid $152,488 in brokerage commissions with
respect to the Managed Fund to DB Clearing Services, a registered broker-dealer
subsidiary of Allianz of America, and therefore, is an affiliated person of
OpCap. For the fiscal year ended December 31, 1999, the brokerage commissions
paid to DB Clearing Services represented 6% of the aggregate brokerage
commissions.
ADDITIONAL INFORMATION
To the knowledge of the Fund, as of May 5, 2000, no person beneficially
owned more than 5% of the outstanding shares of the Managed Fund. The Fund is
not required to hold annual meetings of shareholders, therefore, it cannot be
determined when the next meeting of shareholders will be held. Shareholder
proposals intended to be considered for inclusion in the proxy statement for the
next meeting of shareholders must be received by the Fund a reasonable time
before the proxy statement is mailed. Whether a shareholder proposal will be
included in the proxy statement will be determined in accordance with the
applicable state and federal laws.
Copies of the Fund's most recent annual and semi-annual reports are
available without charge. You may obtain a copy of these reports by calling
800-432-4320, or writing to Enterprise Capital at the above address.
By Order of the Board of Directors,
Catherine R. McClellan,
Secretary
5
<PAGE> 7
EXHIBIT A
MANAGED FUND
OF
THE ENTERPRISE GROUP OF FUNDS, INC.
FUND MANAGER'S AGREEMENT
THIS AGREEMENT, made the 5th day of May, 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 OpCap Advisors, a Delaware general partnership, (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 funds 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 funds.
(B) The parties hereto wish to enter into an agreement whereby the Fund
Manager will provide to the Managed Fund of the Fund (the "Managed Fund")
securities investment advisory services for the Managed 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 Managed 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 Managed Fund advice with
respect to the investment and reinvestment of the assets of the Managed
Fund, or such portion of the assets of the Managed Fund as the Adviser
shall specify from time to time, in accordance with the investment
objectives, restrictions and limitations applicable to the Managed Fund
which are set forth in the Fund's most recent Registration Statement.
(3) The Fund Manager shall perform a monthly reconciliation of the
Managed 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 funds 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 funds.
(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 funds.
(6) (a) The Adviser agrees to pay the Fund Manager for its services to
be furnished under this Agreement, with respect to each calendar month
after the effective date of this Agreement, on the twentieth (20th) day
after the close of each calendar month, a sum equal to 0.03333 of 1% of the
average of the daily closing net asset value of the Managed Fund managed by
the Fund Manager during such
A-1
<PAGE> 8
month (that is, 0.40 of 1% per year) for the first $100,000,000 of assets
under management; and a sum equal to 0.025 of 1% of the average of the
daily closing net asset value of the Managed Fund during such month (that
is, 0.30 of 1% per year) for assets under management over $100,000,000.
(6) (b) The payment of all fees provided for hereunder shall be
prorated and reduced for sums payable for a period less than a full month
in the event of termination of this Agreement on a day that is not the end
of a calendar month.
(6) (c) For the purposes of this Paragraph 6, the daily closing net
asset values of the Portfolio shall be computed in the manner specified in
the Registration Statement for the computation of the value of such net
assets in connection with the determination of the net asset value of the
Managed Fund shares.
(7) The services of the Fund Manager hereunder are not to be deemed to
be exclusive, and the Fund Manager is free to render services to others and
to engage in other activities so long as its services hereunder are not
impaired thereby. Without in any way relieving the Fund Manager of its
responsibilities hereunder, it is agreed that the Fund Manager may employ
others to furnish factual information, economic advice and/or research, and
investment recommendations, upon which its investment advice and service is
furnished hereunder.
(8) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or reckless
disregard of its obligations and duties hereunder, the Fund Manager shall
not be liable to the Fund, the Managed Fund or the Adviser or to any
shareholder or shareholders of the Fund, the Managed 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 Managed Fund from taking, at any time, a short
position in any shares of any holdings of the Managed 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 Managed 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 Managed Fund, the Fund Manager is
authorized to select the brokers or dealers that will execute purchase and
sale transactions for the Managed Fund, and is directed to use its best
efforts to obtain the best available price and most favorable execution
with respect to such purchases and sales of fund securities for the Managed
Fund. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Managed 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 Managed 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 funds.
(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, 2000
and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually
thereafter by vote of the
A-2
<PAGE> 9
Board of Directors of the Fund, including a majority of those Directors who
are not parties to this Agreement of interested persons of any such party,
or by vote of a majority of the outstanding voting securities of the Fund,
and (2) is specifically approved at least annually by the vote of a
majority of Directors of the Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
(13) The Adviser shall indemnify and hold harmless the Fund Manager,
its officers and directors and each person, if any, who controls the Fund
Manager within the meaning of Section 15 of the Securities Act of 1933 (any
and all such persons shall be referred to as "Indemnified Party"), against
any loss, liability, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages or expense
and reasonable counsel fees incurred in connection therewith), arising by
reason of any matter to which this Fund Manager's Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any
particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of reckless disregard of its obligations and duties under this
Fund Manager's Agreement or (ii) is the Adviser to be liable under this
indemnity with respect to any claim made against any particular Indemnified
Party unless such Indemnified Party shall have notified the Adviser in
writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been
served upon the Fund Manager or such controlling persons.
The Fund Manager shall indemnify and hold harmless the Adviser and
each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the Securities Act of 1933,
against any loss, liability, damage or expense described in the foregoing
indemnity, but only with respect to the Fund Manager's willful misfeasance,
bad faith or gross negligence in the performance of its duties under this
Fund Manager's Agreement. In case any action shall be brought against the
Adviser or any person so indemnified, in respect of which indemnity may be
sought against the Fund Manager, the Fund Manager shall have the rights and
duties given to the Adviser, and the Adviser and each person so indemnified
shall have the rights and duties given to the Fund Manager by the
provisions of subsection (i) and (ii) of this Paragraph 13.
(14) Except as otherwise provided in Paragraph 13 hereof and as may be
required under applicable federal law, this Fund Manager's Agreement shall
be governed by the laws of the State of Georgia.
(15) The Fund Manager agrees to notify the parties within a reasonable
period of time regarding a material change in the membership of the Fund
Manager.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect or as hereafter amended.
(17) Unless otherwise permitted, all notices, instructions and advice
with respect to security transactions or any other matters contemplated by
this Agreement shall be deemed duly given when received in writing:
<TABLE>
<S> <C>
by the Fund Manager: OpCap Advisors
1345 Avenue of the Americas
47th Floor
New York, New York 10105-4800
by the Adviser: Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
by the Fund: The Enterprise Group of Funds, Inc.
c/o Enterprise Capital Management, Inc.
3343 Peachtree Road, N.E., Suite 450
Atlanta, GA 30326-1022
</TABLE>
A-3
<PAGE> 10
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 Managed Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
<TABLE>
<S> <C>
(SEAL) THE ENTERPRISE GROUP OF FUNDS, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
----------------------------------------------- --------------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) ENTERPRISE CAPITAL MANAGEMENT, INC.
ATTEST: /s/ CATHERINE R. MCCLELLAN By: /s/ VICTOR UGOLYN
----------------------------------------------- --------------------------------------------------
Secretary Victor Ugolyn, Chairman, President
and Chief Executive Officer
(SEAL) OPCAP ADVISORS
ATTEST: /s/ HOWARD SMITH By: /s/ FRANCIS C. POLI
-----------------------------------------------------
-------------------------------------------------------- Name: Francis C. Poli
Title: Legal Assistant ------------------------------
--------------------------------------------------- Title: Secretary
----------------------------
</TABLE>
A-4
<PAGE> 11
EXHIBIT B
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS
FUND (AS OF 3/31/00) ADVISORY FEE RATE
---- --------------- -----------------
<S> <C> <C>
Oppenheimer Quest Opportunity Value
Fund, Inc........................... $3,443,764,755 1.00% on the first $400 million of
average daily net assets; 90% on the
next $400 million; .85% of net assets
in excess of $800 million(1)
OCC Accumulation Trust Managed
Portfolio........................... $ 716,613,579 80% on the first $400 million of
average daily net assets; .75% on the
next $400 million; and .70% of average
daily net assets in excess of $800
million.(2)
Endeavor Series Trust Opportunity
Value Portfolio..................... $ 42,120,581 .40%(3)
</TABLE>
---------------
(1) With respect to each of these funds, OppenheimerFunds, Inc. ("OFI") is the
investment adviser and OpCap Advisors is the subadviser. OFI pays OpCap
Advisors monthly an annual fee based on the average daily net assets of the
fund equal to 40% of the advisory fee collected by OFI based on the total
net assets of the fund as of November 22, 1995 (the "base amount") plus 30%
of the investment advisory fee collected by OFI based on the total net
assets of the fund that exceed the base amount.
(2) Total Portfolio Expenses for the Managed Portfolio are limited by OpCap
Advisors so that their respective annualized operating expenses (net of any
expense offsets) do not exceed 1.00% of average daily net assets.
(3) This fee is for investment advisory services only. Management services are
provided to the portfolio by a party other than OpCap Advisors. The Manager,
who pays the investment advisory fee to OpCap Advisors, receives a
management fee of .80% of average daily net assets of the portfolio.
B-1
