DEFA14A 1 ddefa14a.htm THE ENTERPRISE GROUP OF FUNDS, INC. The Enterprise Group of Funds, Inc.

IMPORTANT NOTICE

The Enterprise Group of Funds, Inc.

AXA Enterprise Growth Fund

Atlanta Financial Center

3343 Peachtree Road, N.E., Suite 450

Atlanta, Georgia 30326

October 22, 2007

Dear Shareholder:

As a shareholder of the AXA Enterprise Growth Fund (“AXA Enterprise Fund”), a series of The Enterprise Group of Funds, Inc., a Maryland corporation (“Enterprise Group”), we are writing to again notify you of a special meeting of the shareholders, which has been adjourned to a new date of December 6, 2007. You are being asked to approve the reorganization of the AXA Enterprise Fund with and into the Goldman Sachs Capital Growth Fund (“GST Fund”), a series of the Goldman Sachs Trust, a Delaware statutory trust (“GST”) (“Reorganization”). The proposed Reorganization was unanimously approved by the Board of Directors of the Enterprise Group (“Enterprise Group Board”) at a meeting held on December 29, 2006. Information about the proposed Reorganization was set forth in a Combined Proxy Statement/Prospectus dated March 2, 2007 (“Proxy Statement/Prospectus”) relating to the special meeting of shareholders originally held on May 9, 2007, subsequently adjourned to June 7, 2007, September 6, 2007 and October 9, 2007. While many shareholders already have cast their votes on the AXA Enterprise Fund’s Reorganization proposal, approval of the proposal requires an unusually high affirmative vote of at least two-thirds of the AXA Enterprise Fund’s outstanding shares. Thus, it is extremely critical to vote your shares no matter the size of your investment.

*        *        *        *        *

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of the AXA Enterprise Fund, a series of Enterprise Group, will be held on December 6, 2007, at 11:00 a.m., Eastern time, at the offices of AXA Financial, Inc., 1290 Avenue of the Americas, New York, New York 10104, for the purpose of considering and voting upon:

 

  1. A proposal to approve an Agreement and Plan of Reorganization by and between Enterprise Group and GST, which provides for and contemplates: (1) the transfer of substantially all of the assets of the AXA Enterprise Fund to the GST Fund in exchange solely for shares of the designated classes of the GST Fund and its assumption of substantially all of the AXA Enterprise Fund’s liabilities; and (2) the distribution of those shares to the shareholders of AXA Enterprise Fund in liquidation thereof.

 

  2. To transact such other business as may properly come before the Meeting or any adjournments thereof.

The above proposal is described in detail in the Proxy Statement/Prospectus. The Enterprise Group Board unanimously recommends that you vote in favor of the proposal.

The Enterprise Group Board has established a new record date of October 9, 2007 (“New Record Date”) for the adjourned Meeting. Shareholders of record as of the close of business on the New Record Date, are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

  •  

If you were not a shareholder as of the original record date, February 12, 2007, or subsequent record date of June 11, 2007, and have not previously received a copy of the Proxy Statement/Prospectus, we have enclosed a copy of the Proxy Statement/Prospectus. Please review the enclosed Proxy Statement/Prospectus as well as the updated information contained below in this letter and then vote your shares by following the directions on the enclosed proxy card or by casting your vote by telephone or on-line using the instructions provided on the enclosed proxy card. The Enterprise Group Board recommends a vote “FOR” the Reorganization of the AXA Enterprise Fund for the reasons discussed in the Proxy Statement/Prospectus. Please remember to vote your shares as soon as possible. If you have any questions regarding the meeting proposals or the execution of your vote, please call 1-800-432-4320.

 

  •  

If you have not previously voted your shares but have previously received a copy of the Proxy Statement/Prospectus because you were a shareholder as of the original record date, February 12, 2007, or subsequent record date of June 11, 2007, please vote by following the directions on the enclosed proxy card or by casting your vote by telephone or on-line using the instructions provided on the enclosed proxy card. The Enterprise Group Board recommends a vote “FOR” the Reorganization of the AXA Enterprise Fund for the reasons discussed in the Proxy Statement/Prospectus. Please remember to vote your shares as soon as possible. If you have any questions regarding the meeting proposals or the execution of your vote, please call 1-800-432-4320.

 

  •  

If you have previously voted your shares, no action is necessary. All shares held by you as of the New Record Date will be voted as previously instructed. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to Enterprise Group a written notice of revocation or a subsequently executed proxy or by attending the Meeting and voting in person.

The information in this letter amends the Notice, the Proxy Statement/Prospectus and any other information about the Meeting previously delivered to you. Information as to the number of outstanding shares of the AXA Enterprise Fund entitled to vote as of the New Record Date is set forth below:

 

AXA Enterprise Fund

    Shares Outstanding and Entitled to Vote

Class A shares

    22,178,350.534

Class B shares

      7,699,989.359

Class C shares

      4,599,226.807

Class Y shares

      1,649,144.976

As of the New Record Date, the directors and officers of the AXA Enterprise Fund as a group owned or controlled less than 1% of any class of the AXA Enterprise Fund’s outstanding shares. As of the New Record Date, the trustees and officers of the GST Fund as a group owned or controlled less than 1% of any class of the GST Fund’s outstanding shares. As of the New Record Date, no person was known by the AXA Enterprise Fund or the GST Fund to own beneficially or of record 5% or more of any class of shares of the AXA Enterprise Fund or GST Fund, as applicable, or 25% or more of the total number of shares of the AXA Enterprise Fund or GST Fund, as applicable, except as set forth in Appendix A attached hereto.

To the extent the information in the Notice and Proxy Statement/Prospectus has not been amended by this letter, such information remains applicable to this solicitation of proxies and the Meeting. If you would like another copy of the Proxy Statement/Prospectus, please contact us at 1-800-432-4320.

DON’T HESITATE. PLEASE VOTE TODAY!

If we have not received your proxy as the date of the Meeting moves closer, you may receive a call asking you to exercise your right to vote.

Your prompt response by voting via telephone, on-line or mail will help reduce proxy costs and will eliminate your receipt of follow-up phone calls or additional mailings.

We appreciate your careful and prompt consideration of this matter. Thank you in advance for your participation.

 

Sincerely,
/s/ Steven M. Joenk
Steven M. Joenk, President
The Enterprise Group of Funds, Inc.

APPENDIX A

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the name, address and share ownership of each person known to Enterprise Group to have ownership with respect to 5% or more of a class of the AXA Enterprise Fund as of the New Record Date. The type of ownership of each entry listed on the table is record ownership. The percentage of the GST Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.

 

Name and Address

    Class; Amount of
Shares Owned		    Percentage of Class
Owned		     Percentage of Fund
Owned		  

NFS LLC

200 Liberty Street, FL 4

New York, NY 10281-1003

    Class A;

1,512,983.926

    6 %   7 %

DLJ c/o Pershing

P.O Box 2052

Jersey City, NJ 07303-2052

    Class A;

1,525,673.307

    6 %   7 %

Morgan Stanley DW

Harborside Financial Center

Plaza Two, 3rd Floor

Jersey City, NJ 07311

    Class A;

1,827,442.971

    8 %   6 %

LPL Financial Services

9785 Towne Centre Dr.

San Diego, CA 92121

    Class A;

1,358,971.246

    6 %   6 %

NFS LLC

200 Liberty Street FL 4

New York NY 10281-1003

    Class B;

573,911.832

    7 %   7 %

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

    Class B;

645,268.808

    8 %   7 %

LPL Financial Services

9785 Towne Centre Dr.

San Diego, CA 92121

    Class B;

731,497.987

    9 %   6 %

NFS LLC

200 Liberty Street FL 4

New York, NY 10281-1003

    Class C;

427,610.292

    9 %   7 %

Citigroup Global Markets Inc.

House Account

333 W. 34th St. Fl 7

New York, NY 1000-2402

    Class C;

541,167.657

    11 %   3 %

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

    Class C;

390,865.200

    8 %   7 %

Merrill Lynch Pierce Fenner & Smith

FBO Sole Benefit of its Customers

Attn: Service Team

4800 Deer Lake Drive E # FL3

Jacksonville, FL 32246-6484

    Class C;

528,214.773

    11 %   3 %

First Clearing, LLC

10750 Wheat First Dr

Glen Allen, VA 23060-9245

    Class C;

267,061.566

    5 %   1 %

Morgan Stanley & Co.

Harborside Financial Center

Plaza Two 3rd Floor

Jersey City, NJ 07311

    Class C;

317,950.229

    6 %   6 %

NFS LLC FEBO #

200 Liberty Street FL 4

New York, Y 10281-1003

    Class Y;

228,832.191

    13 %   7 %

The Benefits Committee of the Board of

Directors of MONY Retirement Plan for Field

Underwriters of MONY

1290 Avenue of the Americas Fl 8

New York, NY 10104-0101

    Class Y;

194,585.573

    11 %   0 %

Texas Tomorrow Constitutional Trust

111 E 17th Street

Austin, TX 78711-1440

    Class Y;

974,732.604

    59 %   4 %

The following table sets forth the name, address and share ownership of each person known to GST to have ownership with respect to 5% or more of a class of the GST Fund as of the New Record Date. The type of ownership of each entry listed on the table is record ownership. The percentage of the GST Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.

 

Name and Address

    Class; Amount of
Shares Owned		    Percentage of Class
Owned		     Percentage of Fund
Owned		  

NFS LLC

200 Liberty Street FL 4

New York, NY 10281-1003

    Class A;

3,258,971.358

    5 %   5 %

Goldman Sachs & Co.

85 Broad Street

New York, NY 10004-2434

    Class A;

4,161,728.421

    7 %   9 %

Edward Jones

201 Progress Parkway

Maryland Hts, MO 63043-3003

    Class A;

13,404,874.243

    23 %   18 %

A G Edwards & Sons Inc Cust

1 N. Jefferson Avenue

Saint Louis, MO 63103-2205

    Class A;

11,335,522.386

    19 %   15 %

NFS LLC FEBO

200 Liberty Street FL 4

New York, NY 10281-1003

    Class B;

302,278.684

    7 %   5 %

Pershing LLC

P.O. Box 2052

Jersey City, NJ 07303-2052

    Class B;

231,925.231

    5 %   1 %

Merrill Lynch Pierce Fenner & Smith

4800 Deer Lake Drive E 3rd Fl

Jacksonville, FL 32246-6484

    Class B;

264,113.1580

    6 %   2 %

First Clearing, LLC

10750 Wheat First Drive

Glen Allen, VA 23060

    Class B;

204,826.569

    5 %   1 %

Edward Jones & Co.

201 Progress Parkway

Maryland Heights, MO 63043

    Class B;

472,191.275

    12 %   18 %

Citigroup Global Markets Inc.

333 West 34th Street – 3rd Floor

New York, NY 10001-2402

    Class C;

331,102.408

    9 %   1 %

Merrill Lynch Pierce Fenner & Smith

4800 Deer Lake Dr East – 3rd Floor

Jacksonville FL32246-6484

    Class C;

365,153.612

    10 %   2 %

Telecom Professional Services Inc.

ADP Plan

M221-A Willard Rd, Suite 1100

Chantilly, VA 20151

    Class C

852,632.597

    25 %   2 %

A G Edwards & Sons C/F

1 N. Jefferson Avenue

Saint Louis, MO 63103-2205

    Class C;

468,492.010

    13 %   15 %

State Street Bank & Trust TTEE

GS Profit Sharing Master Trust

Josiah Quincy Building 5N

200 Newport Avenue

North Quincy, MA 02171-2102

    Institutional;

2,259,745.623

    18 %   2 %

Mercer Trust Company Custodian

FBO Marsh & McLennan Companies

Stock Investment Plan

Attn DC Plan Admin MS N 2 E

1 Investors Way

Norwood, MA 02062-1599

    Institutional;

1,891,217.716

    15 %   2 %

Goldman Sachs & Co.

85 Broad Street

New York, NY 10004-2434

    Institutional;

3,027,900.932

    24 %   9 %

SEI Trust Company

C/O Johnson Trust

Attn Mutual Funds Administrator

One Freedom Valley Dr.

Oaks, PA 19456

    Institutional;

2,181,239.125

    17%    2%

A.G. Edwards Trust Company FSB

FBO Trust Clients

Attn: Operations

P.O. Box 66374

Saint Louis, MO 63166-6734

    Institutional;

1,825,752.531

    14%    2%