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EXHIBIT P
CODE OF ETHICS ADOPTED JOINTLY BY THE ENTERPRISE GROUP OF FUNDS, INC.
AND ENTERPRISE ACCUMULATION TRUST (THE "FUNDS"),
ENTERPRISE CAPITAL MANAGEMENT, INC. AND
ENTERPRISE FUND DISTRIBUTORS, INC.
FEBRUARY 23, 2000
This Code of Ethics (the "Code") is intended to be a statement
regarding the general fiduciary principles that govern personal investment
activities of individuals who are access persons of The Enterprise Group of
Funds, Inc. and Enterprise Accumulation Trust or personnel of Enterprise Capital
Management, Inc. ("Enterprise") or Enterprise Fund Distributors, Inc. (the
"Distributor"). The following principles, in conjunction with the Code, have
been established and adopted by the Board of Directors/Trustees: (1) that the
Funds and their access persons as fiduciaries have a duty to place the interests
of the shareholders first; (2) that all personal securities transactions be
conducted consistent with the Code and in such a manner as to avoid any actual
or potential conflict of interest or any abuse of an individual's position of
trust and responsibility; and (3) all personnel of the Funds shall not take
inappropriate advantage of their positions.
The principles and Code have been established to ensure that the Funds
meet the highest standards of ethical conduct mandated by the securities
industry.
1. Definitions
(a) "Funds" means The Enterprise Group of Funds, Inc. and
Enterprise Accumulation Trust.
(b) "Portfolio" means any Portfolio of the Funds then in
operation.
(c) "Access Person" means:
(i) any director, trustee, officer, or Advisory Person of
the Funds or of Enterprise.
(ii) any director, officer or general partner of the
Distributor who, in the ordinary course of business,
makes, participates in or obtains information
regarding the purchase or sale of Covered Securities
by the Funds for which the Distributor acts, or whose
functions or duties in the ordinary course of
business relate to the making of any recommendation
to the Fund regarding the purchase or sale of Covered
Securities.
(d) "Advisory Person" of the Funds or of Enterprise means:
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(i) any employee of the Funds or Enterprise (or of any
company in a control relationship to the Fund or
Enterprise) who, in connection with his/her regular
functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of
Covered Securities by the Funds, or whose functions
relate to the making of any recommendations with
respect to the purchase or sales.
(ii) any natural person in a control relationship to the
Funds or Enterprise who obtains information
concerning recommendations made to the Funds with
regard to the purchase or sale of Covered Securities
by the Funds.
(e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation.
(f) "Beneficial ownership" shall be interpreted in the same manner
as it would be in determining whether a person is subject to
the provisions of Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, except that the
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person
has or acquires.
(g) "Control" shall have the same meaning as that set forth in
Section 2 (a) (9) of the Investment Company Act of 1940, as
amended (the "Investment Company Act").
(h) "Disinterested Person" means a director or trustee of the
Funds who is not an "interested person" of the Funds within
the meaning of Section 2 (a) (19) of the Investment Company
Act.
(i) "Covered Security" means a security as defined in section
2(a)(36) of the Investment Company Act, except that it does
not include:
(i) Direct obligations of the Government of the United
States;
(ii) Bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements; and
(iii) Shares issued by registered open-end investment
companies.
(j) An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was
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not subject to the reporting requirements of sections 13 or
15(d) of the Securities Exchange Act of 1934.
(k) A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
section 4(2) or section 4(6) or pursuant to rule 504, rule
505, or rule 506 under the Securities Act of 1933.
(l) "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
(m) "Security Held or to be Acquired" by a Fund means:
(i) any Covered Security which, within the most recent 15
days:
(1) is or has been held by the Fund; or
(2) is being or has been considered by the Fund
or Enterprise for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered
Security described in Section 1 (m)(i).
(n) "Instruments other than securities" shall mean investment
instruments including, but not limited to, commodities and
property related in value to the Funds' portfolio securities.
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchase or sales effected in any account over which the
Access Person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Funds.
(c) Purchases or sales which are non-volitional on the part of
either the Access Person or the Funds.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
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(e) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
(f) Purchases or sales which receive the prior approval of the
Board of Directors/Trustees of the Funds because they are only
remotely potentially harmful to the Funds because they would
be very unlikely to affect a highly institutional market, or
because they clearly are not related economically to the
securities to be purchased, sold or held by the Funds.
3. Prohibited Purchases and Sales
(a) No Access Person shall purchase or sell, directly or
indirectly, any Covered Security or instrument other than
securities in which he/she has, or by reason of such
transactions acquires, direct or indirect beneficial ownership
and which to his/her knowledge at the time of such sale and
purchase or purchase and sale occurs on a day during which the
Funds have a pending "buy" or "sell" order in that same
Covered Security until the order is executed; and no Advisory
Person shall purchase or sell, directly or indirectly, any
security or instrument other than securities within seven (7)
calendar days before or after the Funds that he/she manages
trades in that security.
(b) No Advisory Person shall profit in the purchase and sale, or
the sale and purchase, directly or indirectly, of the same (or
equivalent) Covered Securities within 60 calendar days of the
Funds. Any profits realized on such short-term trades should
be required to be disgorged.
4. Initial Public Offerings and Limited Offerings
Advisory Personnel of the Funds or Enterprise must obtain
approval from the Funds or Enterprise before directly or
indirectly acquiring beneficial ownership in any securities in
an Initial Public Offering or a Limited Offering. Approval
shall be based upon factors such as whether the opportunity to
invest should be afforded to the Funds and whether the
opportunity is being offered to the Access Person by virtue of
his or her position with the Funds. Advisory Personnel who
have been authorized to acquire securities in an initial
public offering or a private placement should be required to
disclose the investment when they play any part in the Funds'
subsequent consideration of an investment in the issuer, and
any decision to purchase securities of the issuer should be
subject to an independent review of personnel with no personal
interest in the issuer.
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5. Reporting
Unless excepted by Section 6 of this Code, every Access Person of a
Fund and every Access Person of Enterprise or the Distributor, must
report to that Fund, Enterprise or the Distributor:
(a) Initial Holdings Reports. No later than 10 days after the
person becomes an Access Person, the following information:
(i) the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
(ii) the name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access Person as of the date the
person became an Access Person.
(iii) the date that the report is submitted by the Access
Person.
(b) Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, the following information:
(i) With respect to any transaction during the quarter in
a Covered Security in which the Access Person had any
direct or indirect beneficial ownership:
(1) the date of the transaction, the title, the
interest rate and maturity date (if
applicable), the number of shares, and the
principal amount of each Covered Security
involved;
(2) the nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
(3) the price of the Covered Security at which
the transaction was effected;
(4) the name of the broker, dealer or bank with
or through which the transaction was
effected; and
(5) the date that the report is submitted by the
Access Person.
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(ii) With respect to any account established by the Access
Person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access Person:
(1) the name of the broker, dealer or bank with
whom the Access Person established the
account;
(2) the date the account was established; and
(3) the date that the report is submitted by the
Access Person
(c) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than
30 days before the report is submitted):
(i) the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect
benefit of the Access Person; and
(iii) the date the report is submitted by the Access
Person.
(d) Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that he/she has any direct or indirect beneficial
ownership in the Covered Security to which the report relates.
6. Exceptions from Reporting Requirements
(a) A person need not make a report under Section 5 of this Code
with respect to transactions effected for, and Covered
Securities held in, any account over which the person has no
direct or indirect influence or control.
(b) A Disinterested Person of the Fund who is required to make a
report solely by reason of being a Fund Director/Trustee, need
not make:
(i) an initial holdings report under Section 5(a) of this
Code and an annual holdings report under Section 5(c)
of this Code; and
(ii) a quarterly transaction report under Section 5(b) of
this Code, unless the Director/Trustee knew or, in
the ordinary course of fulfilling his or her official
duties as a Fund Director/Trustee, should have known
that during the 15-day period immediately before or
after the Director/Trustee's transaction
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in a Covered Security, the Fund purchased or sold the
Covered Security, or the Fund or Enterprise
considered purchasing or selling the Covered
Security.
(c) An Access Person to Enterprise need not make a quarterly
transaction report to Enterprise under Section 5(b) of this
Code if all the information in the report would duplicate
information required to be recorded under Rule 204-2(a)(12) of
the Investment Advisers Act of 1940.
(d) An Access Person need not make a quarterly transaction report
under Section 5(b) of this Code if the report would duplicate
information contained in broker trade confirmations or account
statements received by the Funds, Enterprise or the
Distributor with respect to the Access Person in the time
period required by Section 5(b), if all of the information
required by that paragraph is contained in the broker trade
confirmations or account statements, or in the records of the
Funds, Enterprise or the Distributor.
7. Review of Reports
The appropriate management or compliance personnel of each Fund,
Enterprise and the Distributor to which reports are required to be made
by Section 5 of this Code shall review reports submitted by Access
Persons. A record of all persons who are or were responsible for
reviewing these reports must be maintained in an easily accessible
place.
8. Notification of Reporting Obligation
Each Fund, Enterprise and the Distributor must identify all Access
Persons who are required to make the reports required by Section 5 of
this Code and must inform those Access Persons of their reporting
obligation.
9. Gifts
Advisory Personnel of the Funds shall be prohibited from receiving any
gift or item of more than de minimis value from any person or entity
that does business with or on behalf of the Funds.
10. Service as Director
Advisory Personnel of the Funds shall be prohibited from serving on the
boards of directors of publicly traded companies, absent prior
authorization of the President of the Funds, based upon a determination
that the board service would be consistent with the interests of the
Funds and their shareholders. Should approval for board service be
granted, Advisory Personnel will be isolated through "Chinese walls" or
other procedures from making
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investment decisions relating to securities associated or affiliated
with the entity for which the person serves as director.
11. Review of Code of Ethics Compliance
No less frequently than annually, each Fund, Enterprise and the
Distributor must furnish to the Directors/Trustees, and the
Directors/Trustees must consider, a written report that:
(a) Describes any issues arising under the Code or procedures
since the last report to the Board of Directors/Trustees
including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in
response to the material violations; and
(b) Certifies that the Fund, Enterprise or the Distributor, as
applicable has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code.
12. Recordkeeping Requirements
(a) Each Fund, Enterprise and the Distributor must at its
principal place of business, maintain records in the manner
and to the extent set forth in this Section of the Code, and
must make these records available to the Securities and
Exchange Commission (the "Commission") or any representative
of the Commission at any time and from time to time for
reasonable periodic, special or other examination:
(i) A copy of the Code that is in effect, or at any time
within the past five years was in effect, must be
maintained in an easily accessible place;
(ii) A record of any violation of the Code, and of any
action taken as a result of the violation, must be
maintained in an easily accessible place for at least
five years after the end of the fiscal year in which
the violation occurs;
(iii) A copy of each report made by an Access Person as
required by this section, including any information
provided in lieu of the reports under Section 6(d) of
this Code, must be maintained for at least five years
after the end of the fiscal year in which the report
is made or the information is provided, the first two
years in an easily accessible place;
(iv) A record of all persons, currently or within the past
five years, who are or were required to make reports
under Section 5 of this Code, or who are or were
responsible for reviewing these reports, must be
maintained in an easily accessible place, and
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(v) A copy of each report required by Section 11 of this
Code must be maintained for at least five years after
the end of the fiscal year in which it is made, the
first two years in an easily accessible place.
(b) A Fund or Enterprise must maintain a record of any decision,
and the reasons supporting the decision, to approve the
acquisition by Advisory Personnel of securities under Section
4, for at least five years after the end of the fiscal year in
which the approval is granted.
13. Sanctions
Upon discovering a violation of this Code, the Board of
Directors/Trustees of the Funds, Enterprise or the Distributor may
impose such sanctions as it deems appropriate, including, inter alia, a
letter of censure or suspension or termination of the employment of the
violator.
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