ENTERPRISE GROUP OF FUNDS INC, 485APOS, 1998-09-11

ENTERPRISE GROUP OF FUNDS INC
485APOS, 1998-09-11

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<PAGE> 1

As Filed With the Securities and Exchange Commission
September 11, 1998

Registration No. 2-28097
------------------------

------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------

FORM N-1A

Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 51 x

and/or
Registration Statement Under the Investment Company Act of 1940
Post-Effective Amendment No. 37 x

(Check appropriate box or boxes)
- -------------------------------------------------------------------------------

THE ENTERPRISE GROUP OF FUNDS, INC.
(Exact Name of Registrant)

Suite 450
3343 Peachtree Road
Atlanta, Georgia 30326
(Address of Principal Executive Office)

Registrant's Telephone Number: (404) 261-1116

Catherine R. McClellan
Suite 450
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1022
(Name and Address of Agent for Service)

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

immediately upon filing pursuant to paragraph (b)
- -------------
on_____________pursuant to paragraph (b)
- ------------

X 75 days after filing pursuant to paragraph (a) (2) of Rule 485
- ---------

60 days after filing pursuant to paragraph (a)
- -----------

on_____pursuant to paragraph (a) of Rule 485
- -----------

DECLARATION PURSUANT TO RULE 24f-2(a)(l)

The Rule 24f-2 Notice for the Registrant's fiscal year ended December 31, 1997
was filed with the Securities and Exchange Commission on March 4, 1998.

<PAGE> 2

Cross Reference Sheet

<TABLE>
<CAPTION>
Form N-1A
Item
- -----------------------------------------------------
Prospectus Caption
--------------------------------------
<S> <C> <C>
Part A
1. Cover Page.............................. The Enterprise Group of Funds, Inc.
2. Synopsis................................ Prospectus Summary
3. Condensed Financial Information......... Financial Highlights
4. General Description of Registrant....... The Enterprise Group of Funds, Inc.
General Information - Organization of
the Fund
5. Management of the Fund.................. Management of the Fund
5A. Management's Discussion of
Fund Performance ....................... Refer to Annual Report
5B. Management's Discussion of Year 2000.... Management of the Fund
6. Capital Stock and Other Securities...... General Information - Capital Stock
7. Purchase of Securities Being Offered.... How To Purchase Portfolio Shares
8. Redemption or Repurchase................ How to Redeem Portfolio Shares
9. Legal Proceedings....................... Not Applicable

Statement of Additional
Part B Information Caption
- --------- -------------------
10. Cover Page.............................. Cover Page
11. Table of Contents....................... Table of Contents
12. General Information and History......... General Information and History
13. Investment Objectives and Policies...... Investment Objectives and Investment
Restrictions
14. Management of the Registrant............ Management of the Fund
15. Control Persons and Principal of
Securities.............................. Management of the Fund
16. Investment Advisory and Other Services.. Investment Advisory and Other Services
17. Brokerage Allocation and other Practices Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities...... Not Applicable
19. Purchase, Redemption and Pricing of
Securities Being Offered................ Purchase, Redemption and Pricing of
Securities Being Offered
20. Tax Status.............................. Not Applicable
21. Underwriters............................ Purchase, Redemption and Pricing of
Securities Being Offered
22. Calculation of Yield Quotations of
Money Market ........................... Funds Performance Comparisons
23. Financial Statements.................... Financial Statements

</TABLE>

Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment.

A-2
<PAGE> 3

Registration No. 2-28097

PROSPECTUS
October 1, 1998
[Four Color Photograph of Keys on a Key Ring]

The Enterprise Group of Funds, Inc.

A-3
<PAGE> 4

TABLE OF CONTENTS

Expense information..................................

Prospectus summary...................................

Financial Highlights.................................

Investment objectives and policies of the Funds......

Certain investment techniques and associated risks...

Investment restrictions..............................

How to purchase Fund shares..........................

Shareholder services.................................

How to exchange shares among the Funds...............

How to redeem Fund shares............................

Distributor's Agreement and Plan of Distribution.....

Performance comparisons..............................

Management of the Fund...............................

Taxes................................................

Dividends and distribution...........................

Brokerage transactions...............................

General information..................................

Appendix.............................................

A-4
<PAGE> 5

THE ENTERPRISE GROUP OF FUNDS, INC.
Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 450
Atlanta, Georgia 30326
For Shareholder Information Call 1-800-368-3527

PROSPECTUS
DATED OCTOBER 1, 1998

The Enterprise Group of Funds, Inc. (the "Fund") is a series of mutual funds
that seeks to provide investors a broad range of investment alternatives through
its 14 separate Funds. Each Fund is managed as if it were a separate mutual fund
issuing its own shares. The Fund's principal investment adviser, Enterprise
Capital Management, Inc., selects separate sub-advisers referred to as "Fund
Managers" that provide investment advice for the Funds and that are selected on
the basis of able investment performance in their respective areas of
responsibility.

This Prospectus explains concisely what you should know about the Fund before
you invest. Please read this Prospectus and keep it for future reference. You
can find more detailed information about the Funds in a Statement of Additional
Information ("SAI"), dated October 1, 1998, which has been filed with the
Securities and Exchange Commission ("SEC"). The SAI is incorporated by reference
into this Prospectus (which means that it is legally part of the Prospectus).
You can obtain a free copy of the SAI by calling (800) 368-3527 or by writing to
the above address. The SEC maintains a Web site (http://www.sec.gov) that
contains the SAI, material incorporated by reference and other information
regarding the Funds.

Equity Funds

Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund

Income Funds

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

Flexible Fund

Managed Fund

Money Market Fund

LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTMENTS IN THE MONEY MARKET FUND ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE MONEY MARKET FUND WILL BE ABLE
TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THE HIGH-YIELD BOND FUND INVESTS SIGNIFICANTLY IN LOWER RATED BONDS, COMMONLY
REFERRED TO AS "JUNK BONDS." BONDS OF THIS TYPE ARE CONSIDERED TO BE SPECULATIVE
WITH REGARD TO THE PAYMENT OF INTEREST AND RETURN OF PRINCIPAL AND HAVE SPECIAL
RISKS. THEY MAY NOT BE SUITABLE FOR ALL INVESTORS. PLEASE READ THE RISK
INFORMATION CAREFULLY.

PLEASE NOTE THAT THESE FUNDS ARE NOT BANK DEPOSITS; ARE NOT FEDERALLY INSURED;
ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY; AND ARE NOT GUARANTEED TO
ACHIEVE THEIR GOAL(S).

THE ENTERPRISE Group of Funds, Inc.
<PAGE> 6

SUMMARY OF FUND EXPENSES

<TABLE>
<CAPTION>
CAPITAL
GROWTH AND EQUITY INCOME APPRECIATION
GROWTH FUND INCOME FUND EQUITY FUND FUND FUND
------------------ ------------------ ------------------ ------------------ ------------------
CLASS OF SHARES: A B C A B C A B C A B C A B C
---------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Initial Sales
Load Imposed on
Purchase (as a % of
offering price)(1)..... 4.75% none none 4.75% none none 4.75% none none 4.75% none none 4.75% none none
Maximum Deferred Sales
Load................... none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00%
Maximum Sales Load
Imposed On Reinvested
Dividends.............. none none none none none none none none none none none none none none none
Exchange Fee............ none none none none none none none none none none none none none none none
ANNUAL FUND OPERATING
EXPENSES (AS A % OF
AVERAGE NET ASSETS)
Management Fee(2)....... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
12b-1 Fee (including
service fees of
.25%)(3)............... 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00%
Other Expenses (net of
reimbursements)(4)..... 0.23% 0.23% 0.22% 0.30% 0.30% 0.30% 0.40% 0.40% 0.40% 0.30% 0.30% 0.30% 0.45% 0.46% 0.46%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING
EXPENSES (NET OF
REIMBURSEMENTS)(4)..... 1.43% 1.98% 1.97% 1.50% 2.05% 2.05% 1.60% 2.15% 2.15% 1.50% 2.05% 2.05% 1.65% 2.21% 2.21%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
EXAMPLE 1: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment assuming
(a) payment of the maximum sales charge, (b) a 5% annual return, and (c) redemption at the end of the time period. 10-year
figures for Class B shares assume conversion to Class A shares after eight years.
1 Year.................. $ 61 $ 70 $ 30 $ 62 $ 71 $ 31 $ 63 $ 72 $ 32 $ 62 $ 71 $ 31 $ 63 $ 72 $ 32
3 Years................. 91 102 62 93 104 64 96 107 67 93 104 64 97 109 69
5 Years................. 122 127 106 125 130 110 130 135 115 125 130 110 133 138 118
10 Years................ 211 216 230 218 224 238 228 234 248 218 224 238 234 240 254
EXAMPLE 2: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment assuming
(a) payment of the maximum sales charge, (b) a 5% annual return, and (c) retention of shares at the end of the time period.
10-year figures for Class B shares assume conversion to Class A shares after eight years.
1 Year.................. $ 61 $ 20 $ 20 $ 62 $ 21 $ 21 $ 63 $ 22 $ 22 $ 62 $ 21 $ 21 $ 63 $ 22 $ 22
3 Years................. 91 62 62 93 64 64 96 67 67 93 64 64 97 69 69
5 Years................. 122 107 106 125 110 110 130 115 115 125 110 110 133 118 118
10 Years................ 211 216 230 218 224 238 228 234 248 218 224 238 234 240 254

SMALL COMPANY
GROWTH FUND
------------------
CLASS OF SHARES: A B C
---------------- ---- ---- ----
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Initial Sales
Load Imposed on
Purchase (as a % of
offering price)(1)..... 4.75% none none
Maximum Deferred Sales
Load................... none 5.00% 1.00%
Maximum Sales Load
Imposed On Reinvested
Dividends.............. none none none
Exchange Fee............ none none none
ANNUAL FUND OPERATING
EXPENSES (AS A % OF
AVERAGE NET ASSETS)
Management Fee(2)....... 1.00% 1.00% 1.00%
12b-1 Fee (including
service fees of
.25%)(3)............... 0.45% 1.00% 1.00%
Other Expenses (net of
reimbursements)(4)..... 0.40% 0.40% 0.40%
---- ---- ----
TOTAL FUND OPERATING
EXPENSES (NET OF
REIMBURSEMENTS)(4)..... 1.85% 2.40% 2.40%
==== ==== ====
EXAMPLE 1: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment assuming
(a) payment of the maximum sales charge, (b) a 5% annual return, and (c) redemption at the end of the time period. 10-year
figures for Class B shares assume conversion to Class A shares after eight years.
1 Year.................. $ 65 $ 74 $ 34
3 Years................. 103 115 75
5 Years................. 143 148 128
10 Years................ 254 260 274
EXAMPLE 2: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment assuming
(a) payment of the maximum sales charge, (b) a 5% annual return, and (c) retention of shares at the end of the time period.
10-year figures for Class B shares assume conversion to Class A shares after eight years.
1 Year.................. $ 65 $ 24 $ 24
3 Years................. 103 75 75
5 Years................. 143 128 128
10 Years................ 254 260 274
</TABLE>

THE EXAMPLES SHOULD NOT BE CONSIDERED INDICATIONS OF PAST OR FUTURE EXPENSES OR
PERFORMANCE, AND ACTUAL EXPENSES OR PERFORMANCE MAY VARY FROM THOSE SHOWN.

The purpose of this table is to help you understand the various costs and
expenses that you will bear directly or indirectly.

(1) Certain purchases of Class A shares of $1 million or more are not subject to
front-end sales charges; however, if you redeem the shares within 24 months
after the purchase date, you will pay a contingent deferred sales charge
("CDSC") of 1% of the redemption proceeds.

(2) These fees may be higher than that of other Funds. However, the Board of
Directors has determined that such fees are reasonable in light of the
services, investment decisions, and investment techniques employed.

(3) Includes a service fee of .25% of average net assets for Class B and Class C
shares. See "Distributor's Agreement and Plan of Distribution." Long-term
shareholders of a 12b-1 Fund may over time pay more in 12b-1 fees than the
economic equivalent of the maximum front-end sales charges permitted by the
National Association of Securities Dealers, Inc. Expense information of the
Money Market Fund has been restated to reflect the elimination of 12b-1
expense for Classes A, B and C.

(4) Reflects reimbursement of expenses by the Adviser. Absent these
reimbursements, for the Growth and Income Fund, Other expenses would have
been 0.91%, 0.91% and 0.89%, and Total Fund Operating Expenses would have
been 2.11%, 2.66%, and 2.64% for Class A, Class B and Class C shares,
respectively. For the Equity Fund, Other Expenses would have been 5.32%,
4.46% and 4.26%, and Total Fund Operating Expenses would have been 6.52%,
6.21% and 6.01% for Class A, Class B and Class C shares, respectively. For
the Equity Income Fund, Other Expenses would have been 0.42%, 0.42% and
0.45%, and Total Fund Operating Expenses would have been 1.62%, 2.17% and
2.20% for Class A, Class B and Class C shares, respectively. For the Small
Company Growth Fund, Other Expenses would have been 0.93%, 0.93% and 0.93%,
and Total Fund Operating Expenses would have been 2.30%, 2.93% and 2.93% for
Class A, Class B and Class C shares, respectively. For the Small company
Value Fund, Other Expenses would have been 0.75%, 0.69% and 0.63%, 2.30%,
2.93% and 2.93% for Class A, Class B and Class C shares, respectively. For
the Small company Value Fund, Other Expenses would have been 0.75%, 0.69%
and 0.63%, and Total Fund Operating Expenses would have been 1.95%, 2.44%
and 2.38% for Class A, Class B and Class C shares, respectively. For the
International Growth Fund, Other Expenses would have been 0.81%, 0.82% and
0.90%, and Total Fund Operating Expenses would have been 2.11%, 2.67% and
2.75% for Class A, Class B and Class C shares, respectively. For the
Government Securities Fund, Other Expenses would have been 0.41%, 0.41% and
0.43%, and Total Fund Operating Expenses would have been 1.46%, 2.01% and
2.03% for Class A, Class B and Class C shares, respectively. For the
High-Yield Bond Fund, Other Expenses would have been 0.42%, 0.42% and 0.41%,
and Total Fund Operating Expenses would have been 1.47%, 2.02% and 2.01% for
Class A, Class B and Class C shares, respectively. For the Tax-Exempt Income
Fund, Other Expenses would have been 0.65%, 0.66% and 0.84%, and Total Fund
Operating Expenses would have been 1.60%, 2.16% and 2.34% for Class A, Class
B and Class C shares, respectively. For the Money Market Fund, Other
Expenses would have been 0.59%, 0.59% and 0.65%, and Total Fund Operating
Expenses would have been 0.94%, 0.94% and 1.00% for Class A, Class B and
Class C shares, respectively. Other Expenses for the Growth Fund do not
reflect a reduction for reimbursements of 0.02% for brokerage credits. Other
Expenses for the Global Financial Services Fund are estimated for the
current fiscal year. Expense information for the Tax-Exempt Income Fund has
been restated to reflect a reduction in the maximum expense to 1.10% for
Class A, 1.65% for Class B and 1.65% for Class C.

THE ENTERPRISE Group of Funds, Inc.

2
<PAGE> 7
<TABLE>
<CAPTION>
SMALL COMPANY INTERNATIONAL GLOBAL FINANCIAL GOVERNMENT HIGH-YIELD BOND TAX-EXEMPT
VALUE FUND GROWTH FUND SERVICES FUND SECURITIES FUND FUND INCOME FUND
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
A B C A B C A B C A B C A B C A B C
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.75% none none 4.75% none none 4.75% none none 4.75% none none 4.75% none none 4.75% none none
none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00% none 5.00% 1.00%
none none none none none none none none none none none none none none none none none none
none none none none none none none none none none none none none none none none none none
0.75% 0.75% 0.75% 0.85% 0.85% 0.85% 0.85% 0.85% 0.85% 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% 0.50% 0.50% 0.50%
0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00% 0.45% 1.00% 1.00%
0.55% 0.55% 0.55% 0.70% 0.70% 0.70% 0.45% 0.45% 0.45% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.15% 0.15% 0.15%
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1.75% 2.30% 2.30% 2.00% 2.55% 2.55% 1.75% 2.30% 2.30% 1.30% 1.85% 1.85% 1.30% 1.85% 1.85% 1.10% 1.65% 1.65%
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====

$ 64 $ 23 $ 23 $ 67 $ 26 $ 26 $ 64 $ 23 $ 23 $ 60 $ 19 $ 19 $ 60 $ 19 $ 19 $ 58 $ 17 $ 17
100 72 72 107 79 79 100 72 72 87 58 58 87 58 58 81 52 52
138 123 123 150 136 136 -- -- -- 115 100 100 115 100 100 105 90 90
244 250 264 269 275 289 -- -- -- 197 203 217 197 203 217 175 181 195
$ 64 $ 73 $ 33 $ 67 $ 76 $ 36 $ 64 $ 73 $ 33 $ 60 $ 69 $ 29 $ 60 $ 69 $ 29 $ 58 $ 67 $ 27
100 112 72 107 119 79 100 112 72 87 98 58 87 98 58 81 92 52
138 143 123 150 156 136 -- -- -- 115 120 100 115 120 100 105 110 90
244 250 264 269 275 289 -- -- -- 197 203 217 197 203 217 175 181 195

<CAPTION>
MONEY MARKET
MANAGED FUND FUND
------------------ ------------------
A B C A B C
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
4.75% none none none none none
none 5.00% 1.00% none 5.00% 1.00%
none none none none none none
none none none none none none
0.75% 0.75% 0.75% 0.35% 0.35% 0.35%
0.45% 1.00% 1.00% none none none
0.29% 0.29% 0.31% 0.35% 0.35% 0.35%
---- ---- ---- ---- ---- ----
1.49% 2.04% 2.06% 0.70% 0.70% 0.70%
==== ==== ==== ==== ==== ====
$ 62 $ 21 $ 21 $ 7 $ 7 $ 7
92 64 65 22 22 22
125 110 111 39 39 39
217 223 239 87 87 87
$ 62 $ 71 $ 31 $ 7 $ 57 $ 17
92 104 65 22 62 22
125 130 111 39 59 39
217 223 239 87 87 87
</TABLE>

See "Management of the Fund," "Distribution Plans," and "Brokerage Transactions"
for further information concerning expenses. For a separate $10 charge,
redemptions for a maximum of $250,000 will be wired at your request. For
redemption information, please refer to page 45 of the Prospectus.

If your account balance is $1,000 or less, you will be charged a $25 account
maintenance fee. This fee does not apply to Automatic Bank Draft Plan, Automatic
Investment Plan, Retirement Plan and Savings Plan Accounts.

THE ENTERPRISE Group of Funds, Inc.

3
<PAGE> 8

THE ENTERPRISE GROUP OF FUNDS, INC.
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Set forth below are the 14 Funds, their Fund Managers and investment
objectives. The Fund is a diversified, open-end management investment
company. Enterprise Capital Management, Inc. (the "Adviser") serves as
investment adviser. The Fund consists of common stock divided into 14
Funds consisting of four separate classes for each Fund. Shares are
transferable within each class.

<TABLE>
<CAPTION>
FUND MANAGER INVESTMENT OBJECTIVES
------------ ---------------------
<S> <C> <C> <C>
EQUITY FUNDS
GROWTH FUND Capital appreciation, primarily from investments
Montag & Caldwell, Inc. in common stocks.
Atlanta, Georgia
- ------------------------------------------------------------------------------------------------------------
GROWTH AND INCOME FUND Total return in excess of the total return of the
Retirement System Investors Inc. Lipper Growth and Income Mutual Funds Average
New York, New York measured over a period of three to five years, by
investing primarily in a broadly diversified group
of large capitalization stocks.
- ------------------------------------------------------------------------------------------------------------
EQUITY FUND Long-term capital appreciation, primarily from
OpCap Advisors investments in securities of companies that are
New York, New York believed by the Fund Manager to be undervalued.
- ------------------------------------------------------------------------------------------------------------
EQUITY INCOME FUND A combination of growth and income to achieve an
1740 Advisers, Inc. above- average and consistent total return,
New York, New York primarily from investments in dividend-paying
common stocks.
- ------------------------------------------------------------------------------------------------------------
CAPITAL APPRECIATION FUND Maximum capital appreciation, primarily through
Provident Investment Counsel, Inc. investment in common stock of companies that
Pasadena, California demonstrate accelerating earnings momentum and
consistently strong financial characteristics.
- ------------------------------------------------------------------------------------------------------------
SMALL COMPANY GROWTH FUND Capital appreciation by investing primarily in
William D. Witter, Inc. common stocks of small companies with strong
New York, New York earnings growth and potential for significant
capital appreciation.
- ------------------------------------------------------------------------------------------------------------
SMALL COMPANY VALUE FUND Maximum capital appreciation, primarily through
Gabelli Asset Management Company investment in the equity securities of companies
Rye, New York that have a market capitalization of no more than
$1 billion.
- ------------------------------------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND Capital appreciation, primarily through a
Brinson Partners, Inc. diversified portfolio of non-U.S. equity
Chicago, Illinois securities.
- ------------------------------------------------------------------------------------------------------------
GLOBAL FINANCIAL SERVICES FUND Capital appreciation, primarily through investment
Sanford C. Bernstein & Co., Inc. in common stocks of domestic and foreign financial
New York, New York services companies.
- ------------------------------------------------------------------------------------------------------------
INCOME FUNDS
GOVERNMENT SECURITIES FUND Current income and safety of principal, primarily
TCW Funds Management, Inc. from securities that are obligations of the U.S.
Los Angeles, California Government, or its agencies, or its
instrumentalities.
- ------------------------------------------------------------------------------------------------------------
HIGH-YIELD BOND FUND Maximum current income, primarily from debt
Caywood-Scholl Capital Management securities that are rated Ba or lower by Moody's
San Diego, California Investors Service, Inc. or BB or lower by Standard
& Poor's Corporation.
- ------------------------------------------------------------------------------------------------------------
TAX-EXEMPT INCOME FUND A high level of current income exempt from federal
MBIA Capital Management Corp. income tax, with consideration given to
Armonk, New York preservation of principal, primarily from
investment in a diversified portfolio of long-term
investment grade municipal bonds.
- ------------------------------------------------------------------------------------------------------------
FLEXIBLE FUND
MANAGED FUND Growth of capital over time through investment in
OpCap Advisors a portfolio consisting of common stocks, bonds and
New York, New York cash equivalents, the percentages of which will
vary based on the Fund Manager's assessments of
relative investment values.
- ------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND
MONEY MARKET FUND The highest possible level of current income
Enterprise Capital Management, Inc. consistent with preservation of capital and
Atlanta, Georgia liquidity by investing in obligations maturing in
one year or less from the time of purchase.
</TABLE>

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

THE ENTERPRISE Group of Funds, Inc.

4
<PAGE> 9

INVESTMENT RISK FACTORS

The risk characteristics of each Fund are different. In general, investors
should consider the following risks: An investment in any of the Funds carries
the risk that the net asset value of the Fund shares will fluctuate in response
to market conditions. Further, an investment in any of the Income Funds carries
the risk that the issuers of securities in the Income Funds may default on the
payment of principal and interest. An investment in the High-Yield Bond Fund
carries an increased risk that issuers of securities in which the High-Yield
Bond Fund invests may default in the payment of principal and interest as
compared to the risk of such defaults in the other Income Funds. In addition, an
investment in the High-Yield Bond Fund may be subject to certain other risks
relating to the market price, relative liquidity in the secondary market and
sensitivity to interest rate and economic changes of the noninvestment grade
securities in which the High-Yield Bond Fund invests that are higher than may be
associated with higher rated, investment grade securities. The Small Company
Growth and Small Company Value Funds carry an increased risk that smaller
capitalization companies may experience higher growth rates and higher failure
rates than do larger companies. The limited volume and frequency of trading of
small capitalization companies may subject their stocks to greater price
deviations than stocks of larger companies. The International Growth Fund and
the Global Financial Services Fund carry additional risks associated with
possibly less stable foreign securities and currencies. Because of the short-
term nature of the Money Market Fund's investments, an investment in shares of
the Money Market Fund is subject to relatively little market risk and financial
risk, but is subject to a high level of current income volatility. In addition,
the Money Market Fund uses the amortized cost method to value its portfolio
securities and seeks to maintain a constant net asset value of $1.00 per share.
There is no assurance that this Fund will be able to maintain this constant net
asset value. See "Certain Investment Techniques and Associated Risks."

PURCHASE ALTERNATIVES

Each Fund offers four Classes of shares. Shares of each Class are generally
offered at the net asset value next determined after receipt of your purchase
order plus (i) an initial ("front-end") sales charge (Class A shares) or (ii) a
deferred sales charge (Class B and C shares). The following is a brief
description of three Classes of shares offered by each Fund. Class Y shares for
institutional investors are offered pursuant to a separate prospectus. For more
complete descriptions of each Class of shares, see "How to Purchase Shares."

CLASS A SHARES: Class A shares are sold with an initial sales charge
of up to 4.75% of the offering price (for all Funds
other than Money Market) and are subject to an
ongoing distribution fee of 0.45% (no fee for Money
Market) of the Fund's average daily net assets. The
initial sales charge may be waived or reduced in
certain circumstances. Shares purchased pursuant to
waiver of the initial sales charge are subject to a
CDSC if redeemed within two years of purchase in
certain circumstances.

CLASS B SHARES: Class B shares do not incur an initial sales charge
when purchased but are subject to an ongoing service
fee of 0.25% and an ongoing distribution fee of 0.75%
(no fees for Money Market) of the Fund's average
daily net assets, and a CDSC if they are redeemed
within six years of purchase. Class B shares
automatically convert to Class A shares (which are
subject to lower ongoing expenses) approximately
eight years after purchase. Class B shares are
available only to investors purchasing less than
$250,000 in the aggregate.

CLASS C SHARES: Class C shares are sold at net asset value per share
without an initial sales charge but are subject to an
ongoing service fee of 0.25% and an ongoing
distribution fee of 0.75% (no fees for Money Market)
of the fund's average daily net assets. If Class C
shares are redeemed within 12 months of their
purchase, a contingent deferred sales charge of 1.00%
will be deducted from the redemption proceeds. Class
C shares are available only to investors purchasing
less than $1,000,000 in the aggregate.

THE ENTERPRISE Group of Funds, Inc.

5
<PAGE> 10

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

<TABLE>
SHAREHOLDER SERVICES
<S> <C>

Automatic Reinvestment Plan Check Writing (Class A Money Market
Automatic Bank Draft Plan Fund Shares Only)
Investment Plan Bank Purchase and Redemption Plan
Letter of Intent Systematic Withdrawal Plan
Right of Accumulation Retirement Plans
24-Hour Account Information
FOR MORE COMPLETE INFORMATION ABOUT THESE PLANS AND SERVICES,
SEE SHAREHOLDER SERVICES OR
CALL THE ENTERPRISE GROUP OF FUNDS AT
(800) 368-3527
</TABLE>

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

THE ENTERPRISE Group of Funds, Inc.

6
<PAGE> 11

FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGH THE PERIODS INDICATED)

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.

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, -----------------------------------------------------------------
GROWTH FUND (CLASS A) 1998 1997 1996 1995 1994 1993 1992(F)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 16.91 $ 13.10 $ 10.44 $ 7.76 $ 8.26 $ 7.96 $ 8.22
Net Investment Income (Loss).............. (0.05) (0.07) (0.04) (0.03) (0.02) 0.01 (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 3.45 4.23 3.44 3.13 (0.06) 0.84 0.55
-------------------------------------------------------------------------------
Total from Investment Operations.......... 3.40 4.16 3.40 3.10 (0.08) 0.85 0.53
-------------------------------------------------------------------------------
Dividends from Net Investment Income...... 0.00 0.00 0.00 0.00 0.00 0.01 0.00
Distributions from Net Realized Capital
Gains.................................... 0.00 0.35 0.74 0.42 0.42 0.54 0.79
-------------------------------------------------------------------------------
Total Distributions....................... 0.00 0.35 0.74 0.42 0.42 0.55 0.79
-------------------------------------------------------------------------------
Net Asset Value, End of Period............ $ 20.31 $ 16.91 $ 13.10 $ 10.44 $ 7.76 $ 8.26 $ 7.96
-------------------------------------------------------------------------------
Total Return(C)........................... 20.11%(B) 31.76% 32.60% 39.99% (0.99)% 10.59% 6.46%
Net Assets End of Period (In Thousands)... $659,058 $424,280 $196,752 $122,559 $88,375 $90,902 $84,200
Ratio of Expenses to Average Net Assets... 1.48%(A) 1.43%(E) 1.53%(E) 1.60% 1.56% 1.60% 1.60%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)...................... 1.48%(A) 1.43%(E) 1.53%(E) 1.60% 1.56% 1.61% 1.67%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.54)%(A) (0.55)% (0.39)% (0.35)% (0.30)% 0.10% (0.30)%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)... (0.54)%(A) (0.55)% (0.39)% (0.35)% (0.30)% 0.06% (0.31)%
Portfolio Turnover........................ 33.76%(A) 22.28% 29.90% 45.30% 64.50% 107.90% 61.20%

YEAR ENDED DECEMBER 31,
----------------------------------------
GROWTH FUND (CLASS A) 1991 1990 1989 1988
- ------------------------------------------ ----------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 6.31 $ 7.24 $ 6.25 $ 6.02
Net Investment Income (Loss).............. 0.07 0.08 0.02 0.07
Net Realized and Unrealized Gain (Loss) on
Investments.............................. 2.57 (0.24) 1.42 0.67
---------------------------------------
Total from Investment Operations.......... 2.64 (0.16) 1.44 0.74
---------------------------------------
Dividends from Net Investment Income...... 0.07 0.09 0.02 0.07
Distributions from Net Realized Capital
Gains.................................... 0.66 0.68 0.43 0.44
---------------------------------------
Total Distributions....................... 0.73 0.77 0.45 0.51
---------------------------------------
Net Asset Value, End of Period............ $ 8.22 $ 6.31 $ 7.24 $ 6.25
---------------------------------------
Total Return(C)........................... 41.79% (2.26)% 23.05% 12.30%
Net Assets End of Period (In Thousands)... $77,784 $52,897 $55,320 $40,363
Ratio of Expenses to Average Net Assets... 1.60% 1.60% 2.50% 2.50%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)...................... 1.81% 1.75% 2.70% 2.60%
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... 0.90% 1.00% 0.30% 0.80%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)... 0.69% 0.89% 0.10% 0.75%
Portfolio Turnover........................ 74.70% 138.40% 78.30% 67.10%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FOR THE PERIOD
JUNE 30, --------------------- MAY 1 THROUGH
GROWTH FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 16.66 $ 12.97 $ 10.41 $ 8.69
Net Investment Income (Loss)................. (0.08) (0.11) (0.06) (0.02)
Net Realized and Unrealized Gains (Losses) on
Investments................................. 3.37 4.15 3.36 2.16
-------------------------------------------------------
Total from Investment Operations............. 3.29 4.04 3.30 2.14
-------------------------------------------------------
Dividends from Net Investment Income......... 0.00 0.00 0.00 0.00
Distributions from Net Realized Capital
Gains....................................... 0.00 0.35 0.74 0.42
-------------------------------------------------------
Total Distributions.......................... 0.00 0.35 0.74 0.42
-------------------------------------------------------
Net Asset Value, End of Period............... $ 19.95 $ 16.66 $ 12.97 $10.41
-------------------------------------------------------
Total Return(D).............................. 19.75%(B) 31.15% 31.73% 24.66%(B)
Net Assets End of Period (in thousands)...... $305,520 $166,932 $36,483 $4,572
Ratio of Expenses to Average Net Assets...... 2.03%(A) 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers)......................... 2.03%(A) 1.98%(E) 2.10%(E) 2.15%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets.......................... (1.09)%(A) (1.10)% (0.96)% (0.82)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)...... (1.09)%(A) (1.10)% (0.96)% (0.82)%(A)
Portfolio Turnover........................... 33.76%(A) 22.28% 29.90% 45.30%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED FOR THE PERIOD
JUNE 30, MAY 1 THROUGH
GROWTH FUND (CLASS C) 1998 DECEMBER 31, 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 16.85 $ 14.11
Net Investment Income (Loss)................................ (0.07) (0.06)
Net Realized and Unrealized Gains (Losses) on Investments... 3.40 3.15
-------------------------------
Total from Investment Operations............................ 3.33 3.09
-------------------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.35
-------------------------------
Total Distributions......................................... 0.00 0.35
-------------------------------
Net Asset Value, End of Period.............................. $ 20.18 $ 16.85
-------------------------------
Total Return(D)............................................. 19.76%(B) 21.91%(B)
Net Assets End of Period (In Thousands)..................... $76,890 $26,601
Ratio of Expenses to Average Net Assets..................... 2.04%(A) 1.97%(EA)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.04%(A) 1.97%(EA)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.07)%(A) (1.10)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.07)%(A) (1.10)%(A)
Portfolio Turnover.......................................... 33.76%(A) 22.28%(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.

THE ENTERPRISE Group of Funds, Inc.

7
<PAGE> 12
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
GROWTH AND INCOME FUND (CLASS A) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........... $ 25.19 $ 25.71 $ 25.05
Net Investment Income (Loss)................... 0.10 0.01 0.00
Net Realized and Unrealized Gain (Loss) on
Investments................................... 2.82 0.04 0.66
---------------------------------------------------------
Total from Investment Operations............... 2.92 0.05 0.66
---------------------------------------------------------
Dividends from Net Investment Income........... 0.00 0.11 0.00
Distributions from Net Realized Capital
Gains......................................... 0.00 0.46 0.00
---------------------------------------------------------
Total Distributions............................ 0.00 0.57 0.00
---------------------------------------------------------
Net Asset Value, End of Period................. $ 28.11 $ 25.19 $ 25.71
---------------------------------------------------------
Total Return(C)................................ 11.59%(B) 0.20%(B) 2.63 %(B
Net Assets End of Period (In Thousands)........ $11,373 $ 4,032 $ 1,109
Ratio of Expenses to Average Net Assets........ 1.50%(A) 1.50%(A) 1.50 %(A
Ratio of Expenses to Average Net Assets
(Excluding Waivers)........................... 1.93%(A) 2.11%(A) 4.47 %(A
Ratio of Net Investment Income (Loss) to
Average Net Assets............................ 0.50%(A) 0.56%(A) 0.07 %(A
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)........ 0.07%(A) (0.04)%(A) (2.90)%(A)
Portfolio Turnover............................. 9.07%(A) 1.46%(A) 15.69 %(A
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
GROWTH AND INCOME FUND (CLASS B) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........... $ 25.15 $ 25.68 $ 25.05
Net Investment Income (Loss)................... (0.05) (0.01) (0.01)
Net Realized and Unrealized Gains(Losses) on
Investments................................... 2.89 0.03 0.64
---------------------------------------------------------
Total from Investment Operations............... 2.84 0.02 0.63
---------------------------------------------------------
Dividends from Net Investment Income........... 0.00 0.09 0.00
Distributions from Net Realized Capital
Gains......................................... 0.00 0.46 0.00
---------------------------------------------------------
Total Distributions............................ 0.00 0.55 0.00
---------------------------------------------------------
Net Asset Value, End of Period................. $ 27.99 $ 25.15 $ 25.68
---------------------------------------------------------
Total Return(D)................................ 11.29%(B) 0.07%(B) 2.51 %(B
Net Assets End of Period (In Thousands)........ $12,779 $ 3,257 $ 992
Ratio of Expenses to Average Net Assets........ 2.05%(A) 2.05%(A) 2.05 %(A
Ratio of Expenses to Average Net Assets
(Excluding Waivers)........................... 2.46%(A) 2.66%(A) 4.59 %(A
Ratio of Net Investment Income (Loss) to
Average Net Assets............................ (0.09)%(A) (0.02)%(A) (0.34)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers......... (0.50)%(A) (0.63)%(A) (2.87)%(A)
Portfolio Turnover............................. 9.07%(A) 1.46%(A) 15.69 %(A
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
GROWTH AND INCOME FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........... $ 25.15 $ 25.68 $ 25.05
Net Investment Income (Loss)................... (0.03) (0.02) (0.01)
Net Realized and Unrealized Gains (Losses) on
Investments................................... 2.87 0.05 0.64
---------------------------------------------------------
Total from Investment Operations............... 2.84 0.03 0.63
---------------------------------------------------------
Dividends from Net Investment Income........... 0.00 0.10 0.00
Distributions from Net Realized Capital
Gains......................................... 0.00 0.46 0.00
---------------------------------------------------------
Total Distributions............................ 0.00 0.56 0.00
---------------------------------------------------------
Net Asset Value, End of Period................. $ 27.99 $ 25.15 $ 25.68
---------------------------------------------------------
Total Return(D)................................ 11.29%(B) 0.10%(B) 2.51 %(B
Net Assets End of Period (In Thousands)........ $ 2,953 $ 561 $ 99
Ratio of Expenses to Average Net Assets........ 2.05%(A) 2.05%(A) 2.05 %(A
Ratio of Expenses to Average Net Assets
(Excluding Waivers)........................... 2.46%(A) 2.64%(A) 4.60 %(A
Ratio of Net Investment Income (Loss) to
Average Net Assets............................ (0.09)%(A) 0.03%(A) (0.39)%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)........ (0.50)%(A) (0.56)%(A) (2.94)%(A)
Portfolio Turnover............................. 9.07%(A) 1.46%(A) 15.69 %(A
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

8
<PAGE> 13
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
EQUITY FUND (CLASS A) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 5.96 $ 5.00
Net Investment Income (Loss)................................ 0.01 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 0.64 1.05
------------------------------------
Total from Investment Operations............................ 0.65 1.06
------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.10
------------------------------------
Total Distributions......................................... 0.00 0.10
------------------------------------
Net Asset Value, End of Period.............................. $ 6.61 $ 5.96
------------------------------------
Total Return(C)............................................. 10.91%(B) 21.30%(B)
Net Assets End of Period (In Thousands)..................... $ 5,116 $ 3,196
Ratio of Expenses to Average Net Assets..................... 1.60%(A) 1.60%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.46%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.39%(A) 0.26%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (0.47)%(A) (4.66)%(A)
Portfolio Turnover.......................................... 63.59%(A) 68.73%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
EQUITY FUND (CLASS B) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 5.94 $ 5.00
Net Investment Income (Loss)................................ 0.00 0.00
Net Realized and Unrealized Gains (Losses) on Investments... 0.64 1.04
------------------------------------
Total from Investment Operations............................ 0.64 1.04
------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.10
------------------------------------
Total Distributions......................................... 0.00 0.10
------------------------------------
Net Asset Value, End of Period.............................. $ 6.58 $ 5.94
------------------------------------
Total Return(D)............................................. 10.77%(B) 20.80%(B)
Net Assets End of Period (In Thousands)..................... $ 4,959 $ 1,820
Ratio of Expenses to Average Net Assets..................... 2.15%(A) 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.92%(A) 6.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.12%(A) (0.23)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.89%(A) (4.29)%(A)
Portfolio Turnover.......................................... 63.59%(A) 68.73%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
EQUITY FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 5.94 $ 5.00
Net Investment Income (Loss)................................ 0.00 0.00
Net Realized and Unrealized Gains (Losses) on Investments... 0.64 1.04
------------------------------------
Total from Investment Operations............................ 0.64 1.04
------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.10
------------------------------------
Total Distributions......................................... 0.00 0.10
------------------------------------
Net Asset Value, End of Period.............................. $ 6.58 $ 5.94
------------------------------------
Total Return(D)............................................. 10.77%(B) 20.89%(B)
Net Assets End of Period (In Thousands)..................... $ 879 $ 283
Ratio of Expenses to Average Net Assets..................... 2.15%(A) 2.15%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.92%(A) 6.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.12)%(A) (0.21)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (0.89)%(A) (4.07)%(A)
Portfolio Turnover.......................................... 63.59%(A) 68.73%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

9
<PAGE> 14
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------------------
EQUITY INCOME FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $ 26.42 $ 22.44 $ 20.73 $ 16.43 $ 17.75 $ 16.93 $ 16.00
Net Investment Income (Loss)....................... 0.16 0.17 0.41 0.45 0.44 0.52 0.43
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 2.13 5.95 3.27 5.00 (0.53) 1.74 0.92
--------------------------------------------------------------------------
Total from Investment Operations................... 2.29 6.12 3.68 5.45 (0.09) 2.26 1.35
--------------------------------------------------------------------------
Dividends from Net Investment Income............... 0.16 0.15 0.40 0.45 0.44 0.50 0.41
Distributions from Net Realized Capital Gains...... 0.00 1.99 1.57 0.70 0.79 0.94 0.01
--------------------------------------------------------------------------
Total Distributions................................ 0.16 2.14 1.97 1.15 1.23 1.44 0.42
--------------------------------------------------------------------------
Net Asset Value, End of Period..................... $ 28.55 $ 26.42 $ 22.44 $ 20.73 $ 16.43 $ 17.75 $ 16.93
--------------------------------------------------------------------------
Total Return(C).................................... 8.70%(B) 28.08% 17.86% 33.38% (0.49)% 13.45% 8.48%
Net Assets End of Period (In Thousands)............ $110,637 $97,932 $72,647 $61,906 $50,926 $49,920 $40,918
Ratio of Expenses to Average Net Assets............ 1.50%(A) 1.50% 1.50% 1.50% 1.50% 1.50% 1.50%
Ratio of Expenses to Average Net Assets (Excluding
Waivers).......................................... 1.54%(A) 1.62% 1.68% 1.78% 1.73% 1.91% 1.95%
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 1.20%(A) 1.35% 1.87% 2.33% 2.50% 2.90% 2.80%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Waivers).................... 1.16%(A) 1.23% 1.69% 2.06% 2.30% 2.51% 2.22%
Portfolio Turnover................................. 36.64%(A) 32.89% 33.22% 25.60% 41.40% 39.90% 38.30%

<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
EQUITY INCOME FUND (CLASS A) 1991 1990 1989 1988
- --------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $ 13.40 $ 15.26 $ 13.40 $ 12.16
Net Investment Income (Loss)....................... 0.52 0.61 0.37 0.29
Net Realized and Unrealized Gain (Loss) on
Investments....................................... 2.61 (1.84) 1.97 1.37
----------------------------------
Total from Investment Operations................... 3.13 (1.23) 2.34 1.66
----------------------------------
Dividends from Net Investment Income............... 0.53 0.63 0.38 0.26
Distributions from Net Realized Capital Gains...... 0.00 0.00 0.10 0.16
----------------------------------
Total Distributions................................ 0.53 0.63 0.48 0.42
----------------------------------
Net Asset Value, End of Period..................... $ 16.00 $ 13.40 $ 15.26 $ 13.40
----------------------------------
Total Return(C).................................... 23.55% (8.20)% 17.55% 13.64%
Net Assets End of Period (In Thousands)............ $33,605 $29,330 $33,402 $10,199
Ratio of Expenses to Average Net Assets............ 1.50% 1.50% 2.50% 2.50%
Ratio of Expenses to Average Net Assets (Excluding
Waivers).......................................... 2.02% 2.01% 2.80% 3.80%
Ratio of Net Investment Income (Loss) to Average
Net Assets........................................ 3.50% 4.20% 3.30% 3.60%
Ratio of Net Investment Income (Loss) to Average
Net Assets (Excluding Waivers).................... 2.84% 3.73% 3.04% 2.28%
Portfolio Turnover................................. 25.90% 20.80% 9.50% 9.70%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------ MAY 1 THROUGH
EQUITY INCOME FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 26.17 $ 22.30 $ 20.67 $ 18.12
Net Investment Income (Loss)................................ 0.07 0.12 0.24 0.29
Net Realized and Unrealized Gain (Loss) on Investments...... 2.13 5.83 3.30 3.40
----------------------------------------------------------
Total from Investment Operations............................ 2.20 5.95 3.54 3.69
----------------------------------------------------------
Dividends from Net Investment Income........................ 0.11 0.09 0.34 0.44
Distributions from Capital Gains............................ 0.00 1.99 1.57 0.70
----------------------------------------------------------
Total Distributions......................................... 0.11 2.08 1.91 1.14
----------------------------------------------------------
Net Asset Value, End of Period.............................. $ 28.26 $ 26.17 $ 22.30 $ 20.67
----------------------------------------------------------
Total Return(D)............................................. 8.41%(B) 27.35% 17.22% 20.57%(B)
Net Assets End of Period (In Thousands)..................... $28,781 $19,055 $ 5,615 $ 1,086
Ratio of Expenses to Average Net Assets..................... 2.05%(A) 2.05% 2.05% 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.09%(A) 2.17% 2.23% 2.23%(A)
Ratio of Net Investment Income to Average Net Assets........ 0.65%(A) 0.77% 1.32% 1.56%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.61%(A) 0.65% 1.14% 1.33%(A)
Portfolio Turnover Rate..................................... 34.64%(A) 32.89% 33.22% 25.60%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
EQUITY INCOME FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value Beginning of Period......................... $26.31 $ 24.26
Net Investment Income (Loss)................................ 0.07 0.04
Net Realized and Unrealized Gains (Losses) on Investments... 2.14 4.14
---------------------------
Total from Investment Operations............................ 2.21 4.18
---------------------------
Dividends from Net Investment Income........................ 0.13 0.14
Distributions from Net Realized Capital Gains............... 0.00 1.99
---------------------------
Total Distributions......................................... 0.13 2.13
---------------------------
Net Asset Value, End of Period.............................. $28.39 $ 26.31
---------------------------
Total Return(D)............................................. 8.41%(B) 18.21%(B)
Net Assets End of Period (In Thousands)..................... $4,288 $ 1,857
Ratio of Expense in Average Net Assets...................... 2.05%(A) 2.05%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.09%(A) 2.20%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.65%(A) 0.69%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.61%(A) 0.54%(A)
Portfolio Turnover.......................................... 34.64%(A) 32.89%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

10
<PAGE> 15
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
CAPITAL APPRECIATION FUND SIX MONTHS ENDED -------------------------------------------------------------------
(CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992(F)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 35.54 $ 34.21 $ 32.54 $ 28.54 $ 31.10 $ 29.42 $ 27.80
Net Investment Income (Loss)...... (0.21) (0.37) (0.31) (0.25) (0.13) (0.15) (0.04)
Net Realized and Unrealized Gain
(Loss) on Investments............ 6.95 7.31 5.69 7.59 (0.95) 1.83 1.66
--------------------------------------------------------------------------------------
Total from Investment
Operations....................... 6.74 6.94 5.38 7.34 (1.08) 1.68 1.62
--------------------------------------------------------------------------------------
Dividends from Net Investment
Income........................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from Net Realized
Capital Gains.................... 0.00 5.61 3.71 3.34 1.48 0.00 0.00
--------------------------------------------------------------------------------------
Total Distributions............... 0.00 5.61 3.71 3.34 1.48 0.00 0.00
--------------------------------------------------------------------------------------
Net Asset Value, End of Period.... $ 42.28 $ 35.54 $ 34.21 $ 32.54 $ 28.54 $ 31.10 $ 29.42
--------------------------------------------------------------------------------------
Total Return(C)................... 18.97%(B) 20.27% 16.52% 25.72% (3.46)% 5.71% 5.83%
Net Assets End of Period (In
Thousands)....................... $123,511 $112,738 $115,253 $121,207 101,237 103,187 72,569
Ratio of Expenses to Average Net
Assets........................... 1.46%(A) 1.65% 1.60%(E) 1.65% 1.66% 1.64% 1.72%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)....... 1.46%(A) 1.65% 1.60%(E) 1.65% 1.66% 1.64% 1.72%
Ratio of Net Investment Income
(Loss) to Average Net Assets..... (1.03)%(A) (1.06)% (0.87)% (0.82)% (0.50)% (0.60)% (0.20)%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers).............. (1.03)%(A) (1.06)% (0.87)% (0.82)% (0.50)% (0.60)% (0.20)%
Portfolio Turnover................ 88.49%(A) 60.73% 66.42% 65.20% 74.40% 61.90% 32.50%

<CAPTION>
YEAR ENDED DECEMBER 31,
CAPITAL APPRECIATION FUND --------------------------------------
(CLASS A) 1991 1990 1989 1988
- ---------------------------------- --------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................... $ 17.48 $ 16.94 $13.01 $12.28
Net Investment Income (Loss)...... (0.01) 0.11 (0.03) (0.03)
Net Realized and Unrealized Gain
(Loss) on Investments............ 10.33 0.54 4.49 0.76
-----------------------------------------------
Total from Investment
Operations....................... 10.32 0.65 4.46 0.73
-------------------------------------------------------------
Dividends from Net Investment
Income........................... 0.00 0.11 0.00 0.00
Distributions from Net Realized
Capital Gains.................... 0.00 0.00 0.53 0.00
---------------------------------------------------------------------------
Total Distributions............... 0.00 0.11 0.53 0.00
--------------------------------------------------------------------------------------
Net Asset Value, End of Period.... $ 27.80 $ 17.48 $16.94 $13.01
--------------------------------------------------------------------------------------
Total Return(C)................... 59.04% 3.84% 34.27% 5.94%
Net Assets End of Period (In
Thousands)....................... 33,375 12,552 9,091 2,825
Ratio of Expenses to Average Net
Assets........................... 1.75% 1.75% 2.50% 2.50%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)....... 2.04% 2.27% 3.90% 6.00%
Ratio of Net Investment Income
(Loss) to Average Net Assets..... (0.10)% 0.70% (0.50)% (0.30)%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers).............. (0.44)% 0.12% (1.92)% (3.77)%
Portfolio Turnover................ 40.20% 60.50% 65.80% 49.30%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED FOR THE PERIOD
SIX MONTHS ENDED DECEMBER 31, MAY 1 THROUGH
CAPITAL APPRECIATION FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 34.89 $ 33.86 $ 32.42 $30.04
Net Investment Income (Loss)................................ (0.26) (0.45) (0.35) (0.12)
Net Realized and Unrealized Gain (Loss) on Investments...... 6.76 7.09 5.50 5.84
----------------------------------------------------------
Total from Investment Operations............................ 6.50 6.64 5.15 5.72
----------------------------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00 0.00 0.00
Distributions from Capital Gains............................ 0.00 5.61 3.71 3.34
----------------------------------------------------------
Total Distributions......................................... 0.00 5.61 3.71 3.34
----------------------------------------------------------
Net Asset Value, End of Period.............................. $ 41.39 $ 34.89 $ 33.86 $32.42
----------------------------------------------------------
Total Return(D)............................................. 18.63%(B) 19.60% 15.87% 18.99%(B)
Net Assets End of Period (In Thousands)..................... $11,398 $ 7,862 $ 5,047 $1,953
Ratio of Expenses to Average Net Assets..................... 2.01%(A) 2.21% 2.14%(E) 2.08%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.01%(A) 2.21% 2.14%(E) 2.08%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.58)%(A) (1.61)% (1.43)% (1.41)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.58)%(A) (1.61)% (1.43)% (1.41)%(A)
Portfolio Turnover Rate..................................... 88.49%(A) 60.73% 66.42% 65.20%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
CAPITAL APPRECIATION FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 35.43 $ 33.54
Net Investment Income (Loss) (0.17) (0.19)
Net Realized and Unrealized Gains (Losses) on Investments... 6.77 7.69
------------------------------------
Total from Investment Operations............................ 6.60 7.50
------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains 0.00 5.61
------------------------------------
Total Distributions......................................... 0.00 5.61
------------------------------------
Net Asset Value, End of Period.............................. $ 42.03 $ 35.43
------------------------------------
Total Return(D)............................................. 18.63%(B) 22.35%(B)
Net Assets End of Period (In Thousands)..................... $ 431 $ 126
Ratio of Expenses to Average Net Assets..................... 2.00%(A) 2.21%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.00%(A) 2.21%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.58)%(A) (1.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (1.65)%(A) (1.88)%(A)
Portfolio Turnover.......................................... 88.49%(A) 60.73%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

11
<PAGE> 16
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
SMALL COMPANY GROWTH FUND (CLASS A) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 23.39 $ 26.61 $ 24.54
Net Investment Income (Loss)................................ (0.16) 0.40 (0.05)
Net Realized and Unrealized Gain (Loss) on Investments...... 0.12 (2.27) 2.12
---------------------------------------------------------
Total from Investment Operations............................ (0.04) (2.67) 2.07
---------------------------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.55 0.00
---------------------------------------------------------
Total Distributions......................................... 0.00 0.55 0.00
---------------------------------------------------------
Net Asset Value, End of Period.............................. $ 23.35 $ 23.39 $ 26.61
---------------------------------------------------------
Total Return(C)............................................. (0.17)%(B) (10.04)%(B) 8.44%(B)
Net Assets End of Period (In Thousands)..................... $ 8,232 $ 4,861 $ 2,102
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.47%(A) 2.38%(A) 4.48%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (1.64)%(A) (1.56)%(A) (1.61)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.26)%(A) (2.09)%(A) (4.25)%(A)
Portfolio Turnover.......................................... 81.12%(A) 23.68%(A) 157.51%(A)
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
SMALL COMPANY GROWTH FUND (CLASS B) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 23.33 $ 26.58 $ 24.54
Net Investment Income (Loss)................................ (0.18) 0.47 (0.05)
Net Realized and Unrealized Gains (Losses) on Investments... 0.08 (2.23) 2.09
---------------------------------------------------------
Total from Investment Operations............................ (0.10) (2.70) 2.04
---------------------------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.55 0.00
---------------------------------------------------------
Total Distributions......................................... 0.00 0.55 0.00
---------------------------------------------------------
Net Asset Value, End of Period.............................. $ 23.23 $ 23.33 $ 26.58
---------------------------------------------------------
Total Return(D)............................................. (0.43)%(B) (10.16)%(B) 8.31%(B)
Net Assets End of Period (In Thousands)..................... $ 6,251 $ 2,842 $ 1,099
Ratio of Expenses to Average Net Assets..................... 2.40%(A) 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.02%(A) 2.93%(A) 5.52%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (2.19)%(A) (2.11)%(A) (2.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.81)%(A) (2.64)%(A) (5.29)%(A)
Portfolio Turnover.......................................... 81.12%(A) 23.68%(A) 157.51%(A)
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
(UNAUDITED) OCTOBER 1 FOR THE PERIOD
SIX MONTHS ENDED THROUGH JULY 17 THROUGH
SMALL COMPANY GROWTH FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 23.32 $ 26.57 $ 24.54
Net Investment Income (Loss)................................ (0.17) 0.62 (0.07)
Net Realized and Unrealized Gains (Losses) on Investments... 0.07 (2.08) 2.10
---------------------------------------------------------
Total from Investment Operations............................ (0.10) (2.70) 2.03
---------------------------------------------------------
Dividends from Net Investment Income........................ 0.00 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.55 0.00
---------------------------------------------------------
Total Distributions......................................... 0.00 0.55 0.00
---------------------------------------------------------
Net Asset Value, End of Period.............................. $ 23.22 $ 23.32 $ 26.57
---------------------------------------------------------
Total Return(D)............................................. (0.43)%(B) (10.16)%(B) 8.27%(B)
Net Assets End of Period (In Thousands)..................... $ 1,985 $ 795 $ 201
Ratio of Expenses to Average Net Assets..................... 2.40%(A) 2.40%(A) 2.40%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 3.02%(A) 2.93%(A) 5.91%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (2.18)%(A) (2.11)%(A) (2.15)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (2.80)%(A) (2.64)%(A) (5.65)%(A)
Portfolio Turnover.......................................... 81.12%(A) 23.68%(A) 157.51%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

12
<PAGE> 17
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FOR THE PERIOD
JUNE 30, ---------------------------------------- OCTOBER 1 THROUGH
SMALL COMPANY VALUE FUND (CLASS A) 1998 1997 1996 1995 1994 DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period........................ $ 7.75 $ 5.74 $ 5.43 $ 5.17 $ 5.29 $ 5.00
Net Investment Income (Loss)... (0.01) 0.01 (0.01) 0.02 0.03 0.01
Net Realized and Unrealized Gain
(Loss) on Investments......... 0.90 2.53 0.62 0.46 (0.01) 0.29
---------------------------------------------------
Total from Investment
Operations.................... 0.89 2.54 0.61 0.48 0.02 0.30
---------------------------------------------------
Dividends from Net Investment
Income........................ 0.00 0.00 0.00 0.02 0.03 0.01
Distributions from Net Realized
Capital Gains (Loss).......... 0.00 0.53 0.30 0.20 0.11 0.00
---------------------------------------------------
Total Distributions............ 0.00 0.53 0.30 0.22 0.14 0.01
---------------------------------------------------
Net Asset Value, End of Period... $ 8.64 $ 7.75 $ 5.74 $ 5.43 $ 5.17 $ 5.29
---------------------------------------------------
Total Return(C)................ 11.48%(B) 44.24% 11.28% 9.28% 0.34% 5.92%(B)
Net Assets End of Period (In
Thousands).................... $77,041 $45,310 $17,308 $19,720 $22,120 $8,118
Ratio of Expenses to Average Net
Assets........................ 1.75%(A) 1.75% 1.75% 1.75% 1.75% 1.75%(A)
Ratio of Expenses to Average Net
Assets (Excluding Waivers).... 1.82%(A) 1.95% 2.38% 2.21% 2.15% 4.00%(A)
Ratio of Net Investment Income
(Loss) to Average Net Assets... (0.26)%(A) 0.05% (0.13)% 0.32% 0.60% 0.10%(A)
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)........... (0.33)%(A) (0.15)% (0.76)% (0.14)% 0.18% (1.54) %(A)
Portfolio Turnover............. 50.39%(A) 62.51% 143.58% 36.50% 16.70% 0%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, FOR THE PERIOD
JUNE 30, ------------------ MAY 1 THROUGH
SMALL COMPANY VALUE FUND (CLASS B) 1998 1997 1996 DECEMBER 31, 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 7.63 $ 5.69 $ 5.41 $ 5.28
Net Investment Income (Loss)......... (0.02) 0.00 (0.03) (0.01)
Net Realized and Unrealized Gain
(Loss) on Investments............... 0.87 2.47 0.61 0.36
--------------------------------------
Total from Investment Operations..... 0.85 2.47 0.58 0.35
--------------------------------------
Dividends from Net Investment
Income.............................. 0.00 0.00 0.00 0.02
Distributions from Capital Gains..... 0.00 0.53 0.30 0.20
--------------------------------------
Total Distributions.................. 0.00 0.53 0.30 0.22
--------------------------------------
Net Asset Value, End of Period....... $ 8.48 $ 7.63 $ 5.69 $ 5.41
--------------------------------------
Total Return(D)...................... 11.14%(B) 43.40% 10.77% 6.87%(B)
Net Assets End of Period (In
Thousands).......................... $50,688 $22,013 $ 2,606 $ 862
Ratio of Expenses to Average Net
Assets.............................. 2.30%(A) 2.30% 2.30% 2.30%(A)
Ratio of Expenses to Average Net
Assets (Excluding Waivers).......... 2.38%(A) 2.44% 2.92% 2.78%(A)
Ratio of Net Investment Income to
Average Net Assets.................. (0.80)%(A) (0.67)% (0.77)% (0.40)%(A)
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................ (0.88)%(A) (0.81)% (1.39)% (0.90)%(A)
Portfolio Turnover Rate.............. 50.39%(A) 62.51% 143.58% 36.50%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED FOR THE PERIOD
JUNE 30, MAY 1 THROUGH
SMALL COMPANY VALUE FUND (CLASS C) 1998 DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 7.74 $ 6.14
Net Investment Income (Loss)................................ (0.02) (0.02)
Net Realized and Unrealized Gains(Losses) on Investments.... 0.87 2.15
--------------------
Total from Investment Operations............................ 0.85 2.13
--------------------
Dividends from Net Investment Income........................ 0.00 0.00
Distributions from Net Realized Capital Gains............... 0.00 0.53
--------------------
Total Distributions......................................... 0.00 0.53
--------------------
Net Asset Value, End of Period.............................. $ 8.59 $ 7.74
--------------------
Total Return(D)............................................. 10.98%(B) 34.68%(B)
Net Assets End of Period (In Thousands)..................... $ 8,480 $ 2,684
Ratio of Expenses to Average Net Assets..................... 2.30%(A) 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.35%(A) 2.38%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... (0.81)%(A) (0.88)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ (0.84)%(A) (0.95)%(A)
Portfolio Turnover.......................................... 50.39%(A) 62.51%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

13
<PAGE> 18
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
INTERNATIONAL GROWTH FUND SIX MONTHS ENDED -------------------------------------------------------------------------
(CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992(F) 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period......................... $ 16.71 $ 17.10 $ 16.08 $ 14.70 $ 17.44 $ 13.23 $ 13.38 $ 11.95
Net Investment Income (Loss).... 0.08 0.08 0.10 0.11 (0.01) (0.02) 0.28 0.28
Net Realized and Unrealized Gain
(Loss) on Investments.......... 2.09 0.73 1.88 2.12 (0.49) 4.79 (0.39) 1.25
-----------------------------------------------------------------------------------------
Total from Investment
Operations..................... 2.17 0.81 1.98 2.23 (0.50) 4.77 (0.11) 1.53
-----------------------------------------------------------------------------------------
Dividends from Net Investment
Income......................... 0.00 0.07 0.09 0.09 0.00 0.00 0.04 0.10
Distributions from Capital Gains
(Loss)......................... 0.00 1.13 0.87 0.76 2.24 0.17 0.00 0.00
Other........................... 0.00 0.00 0.00 0.00 0.00 0.39 0.00 0.00
-----------------------------------------------------------------------------------------
Total Distributions............. 0.00 1.20 0.96 0.85 2.24 0.56 0.04 0.10
-----------------------------------------------------------------------------------------
Net Asset Value, End of
Period......................... $ 18.88 $ 16.71 $ 17.10 $ 16.08 $ 14.70 $ 17.44 $ 13.23 $ 13.38
-----------------------------------------------------------------------------------------
Total Return(C)................. 12.99%(B) 4.75% 12.32% 15.17% (2.82)% 36.05% (0.93)% 12.91%
Net Assets End of Period (In
Thousands)..................... $42,877 $38,020 $34,837 $28,628 $27,523 $22,900 $11,630 $10,736
Ratio of Expenses to Average Net
Assets......................... 2.00%(A) 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)..... 2.04%(A) 2.11% 2.19% 2.40% 2.51% 3.06% 3.70% 3.59%
Ratio of Net Investment Income
(Loss) to Average Net Assets... 0.97%(A) 0.50% 0.61% 0.70% (0.20)% (0.10)% 0.50% 0.60%
Ratio of Net Investment Income
(Loss) to Average Net
Assets(Excluding Waivers)...... 0.93%(A) 0.39% 0.42% 0.30% (0.70)% (1.15)% (1.15)% (0.93)%
Portfolio Turnover Rate......... 38.09% 27.08% 23.79% 31.10% 116.10% 70.10% 134.90% 64.50%

<CAPTION>
YEAR ENDED DECEMBER 31,
INTERNATIONAL GROWTH FUND -----------------------------
(CLASS A) 1990 1989 1988
- -------------------------------- -----------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period......................... $ 14.53 $ 12.91 $ 12.00
Net Investment Income (Loss).... 0.04 0.06 0.00
Net Realized and Unrealized Gain
(Loss) on Investments.......... (2.27) 2.21 0.91
----------------------------------
Total from Investment
Operations..................... (2.23) 2.27 0.91
--------------------------------------------------
Dividends from Net Investment
Income......................... 0.04 0.00 0.00
Distributions from Capital Gains
(Loss)......................... 0.31 0.65 0.00
Other........................... 0.00 0.00 0.00
------------------------------------------------------------------
Total Distributions............. 0.35 0.65 0.00
----------------------------------------------------------------------------------
Net Asset Value, End of
Period......................... $ 11.95 $ 14.53 $ 12.91
-----------------------------------------------------------------------------------------
Total Return(C)................. (15.37)% 17.17% 7.58%
Net Assets End of Period (In
Thousands)..................... $ 9,278 $ 8,514 $ 4,246
Ratio of Expenses to Average Net
Assets......................... 2.00% 2.50% 2.50%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)..... 3.85% 5.50% 8.50%
Ratio of Net Investment Income
(Loss) to Average Net Assets... 0.70% 0.60% 0.00%
Ratio of Net Investment Income
(Loss) to Average Net
Assets(Excluding Waivers)...... (1.22)% (2.41)% (6.09)%
Portfolio Turnover Rate......... 84.70% 68.20% 67.10%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------ MAY 1 THROUGH
INTERNATIONAL GROWTH FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................... $ 16.53 $ 16.97 $ 16.02 $14.82
Net Investment Income (Loss)............................ 0.04 0.01 0.01 (0.02)
Net Realized and Unrealized Gain (Loss) on
Investments............................................ 2.05 0.69 1.87 2.08
----------------------------------------------------------
Total from Investment Operations........................ 2.09 0.70 1.88 2.06
----------------------------------------------------------
Dividends from Net Investment Income.................... 0.00 0.01 0.06 0.10
Distributions from Capital Gains........................ 0.00 1.13 0.87 0.76
----------------------------------------------------------
Total Distributions..................................... 0.00 1.14 0.93 0.86
----------------------------------------------------------
Net Assets Value, End of Period......................... $ 18.62 $ 16.53 $ 16.97 $16.02
----------------------------------------------------------
Total Return(C)......................................... 12.64 4.17% 11.72% 13.88%(B)
Net Assets End of Period (In Thousands)................. $14,244%(B) $ 9,878 $ 4,276 $1,094
Ratio of Expenses to Average Net Assets................. 2.55 2.55% 2.55% 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................... 2.59%(A) 2.67% 2.75% 2.73%(A)
Ratio of Net Investment Income to Average Net Assets.... 0.50%(A) (0.06)% 0.09% (0.65)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................. 0.46%(A) (0.18)% (0.11)% (0.85)%(A)
Portfolio Turnover Rate................................. 38.09%(A) 27.08% 23.79% 31.10%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS MAY 1 THROUGH
ENDED DECEMBER 31,
INTERNATIONAL GROWTH FUND (CLASS C) JUNE 30, 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period................. $ 16.66 $ 17.51
Net Investment Income (Loss)......................... 0.04 (0.03)
Net Realized and Unrealized Gains (Losses) on
Investments......................................... 2.06 0.39
------------------------------------
Total from Investment Operations..................... 2.10 0.36
------------------------------------
Dividends from Net Investment Income................. 0.00 0.08
Distributions from Net Realized Capital Gains........ 0.00 1.13
------------------------------------
Total Distributions.................................. 0.00 1.21
------------------------------------
Net Asset Value, End of Period....................... $ 18.76 $ 16.66
------------------------------------
Total Return(D)...................................... 12.61%(B) 2.07%(B)
Net Assets End of Period (In Thousands).............. $ 2,261 $ 1,113
Ratio of Expenses to Average Net Assets.............. 2.55%(A) 2.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................ 2.59%(A) 2.75%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. 0.60%(A) (0.51)%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers).......................... 0.56%(A) (0.71)%(A)
Portfolio Turnover................................... 38.09%(A) 27.08%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

14
<PAGE> 19
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------------------------------------
GOVERNMENT SECURITIES FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992(F)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........ $ 12.03 $ 11.80 $ 11.83 $ 10.62 $ 12.44 $ 12.47 $ 12.40
Net Investment Income (Loss)................ 0.35 0.73 0.74 0.76 0.87 0.92 0.99
Net Realized and Unrealized Gain (Loss) on
Investments................................ 0.06 0.23 (0.03) 1.21 (1.82) 0.21 0.19
-------------------------------------------------------------------------
Total from Investment Operations............ 0.41 0.96 0.71 1.97 (0.95) 1.13 1.18
-------------------------------------------------------------------------
Dividends from Net Investment Income........ 0.35 0.73 0.74 0.76 0.87 0.92 0.98
Distributions from Net Realized Capital
Gains (Loss)............................... 0.00 0.00 0.00 0.00 0.00 0.24 0.13
-------------------------------------------------------------------------
Total Distributions......................... 0.35 0.73 0.74 0.76 0.87 1.16 1.11
-------------------------------------------------------------------------
Net Asset Value, End of Period.............. $ 12.09 $ 12.03 $ 11.80 $ 11.83 $ 10.62 $ 12.44 $ 12.47
-------------------------------------------------------------------------
Total Return(C)............................. 3.43%(B) 8.39% 6.29% 19.00% (7.81)% 9.26% 9.93%
Net Assets End of Period (In Thousands)..... $66,270 $68,639 $73,693 $86,224 $84,431 $106,541 $71,515
Ratio of Expenses to Average Net Assets..... 1.30%(A) 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)........................ 1.34%(A) 1.46% 1.42% 1.44% 1.35% 1.44% 1.54%
Ratio of Net Investment Income (Loss) to
Average Net Assets......................... 5.80%(A) 6.16% 6.35% 6.66% 7.60% 7.20% 7.90%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)..... 5.76%(A) 6.00% 6.23% 6.52% 7.59% 7.03% 7.72%
Portfolio Turnover.......................... 14.58%(A) 9.61% 0.17% 0.00% 27.20% 90.10% 108.40%

<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
GOVERNMENT SECURITIES FUND (CLASS A) 1991 1990 1989 1988
- -------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........ $ 11.96 $ 11.92 $ 11.70 $11.96
Net Investment Income (Loss)................ 1.00 1.01 0.90 0.79
Net Realized and Unrealized Gain (Loss) on
Investments................................ 0.44 0.05 0.23 (0.26)
-----------------------------------------
Total from Investment Operations............ 1.44 1.06 1.13 0.53
-------------------------------------------------------
Dividends from Net Investment Income........ 1.00 1.02 0.91 0.79
Distributions from Net Realized Capital
Gains (Loss)............................... 0.00 0.00 0.00 0.00
---------------------------------------------------------------------
Total Distributions......................... 1.00 1.02 0.91 0.79
-------------------------------------------------------------------------
Net Asset Value, End of Period.............. $ 12.40 $ 11.96 $ 11.92 $11.70
-------------------------------------------------------------------------
Total Return(C)............................. 12.58% 9.41% 10.01% 4.53%
Net Assets End of Period (In Thousands)..... $46,480 $31,535 $29,897 $3,826
Ratio of Expenses to Average Net Assets..... 0.90% 1.00% 2.10% 2.10%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)........................ 1.65% 1.60% 2.70% 4.50%
Ratio of Net Investment Income (Loss) to
Average Net Assets......................... 8.20% 8.60% 8.00% 7.00%
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)..... 7.39% 7.77% 7.31% 4.52%
Portfolio Turnover.......................... 58.60% 70.00% 85.40% 14.30%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------- MAY 1 THROUGH
GOVERNMENT SECURITIES FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 12.02 $ 11.79 $11.83 $11.12
Net Investment Income (Loss)......... 0.31 0.66 0.68 0.44
Net Realized and Unrealized Gain
(Loss) on Investments............... 0.07 0.23 (0.04) 0.71
----------------------------------------------------------
Total from Investment Operations..... 0.38 0.89 0.64 1.15
----------------------------------------------------------
Dividends from Net Investment
Income.............................. 0.31 0.66 0.68 0.44
Distributions from Capital Gains..... 0.00 0.00 0.00 0.00
----------------------------------------------------------
Total Distributions.................. 0.31 0.66 0.68 0.44
----------------------------------------------------------
Net Asset Value, End of Period....... $ 12.09 $ 12.02 $11.79 $11.83
----------------------------------------------------------
Total Return(D)...................... 3.23%(B) 7.81% 5.61% 10.47%(B)
Net Assets End of Period (in
thousands).......................... $17,397 $12,285 $5,683 $2,124
Ratio of Expenses to Average Net
Assets.............................. 1.85%(A) 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net
Assets (Excluding Waivers).......... 1.88%(A) 2.01% 1.96% 1.91%(A)
Ratio of Net Investment Income to
Average Net Assets.................. 5.22%(A) 5.55% 5.79% 5.64%(A)
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................ 5.19%(A) 5.39% 5.68% 5.58%(A)
Portfolio Turnover Rate.............. 14.58%(A) 9.61% 0.17% 0.00%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
GOVERNMENT SECURITIES FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period................. $12.03 $11.63
Net Investment Income (Loss)......................... 0.32 0.46
Net Realized and Unrealized Gains (Losses) on
Investments......................................... 0.06 0.40
-------------------------------------
Total from Investment Operations..................... 0.38 0.86
-------------------------------------
Dividends from Net Investment Income................. 0.32 0.46
Distributions from Net Realized Capital Gains
(Loss).............................................. 0.00 0.00
-------------------------------------
Total Distributions.................................. 0.32 0.46
-------------------------------------
Net Asset Value, End of Period....................... $12.09 $12.03
-------------------------------------
Total Return(D)...................................... 3.15%(B) 7.49%(B)
Net Assets End of Period (In Thousands).............. $1,427 $ 498
Ratio of Expenses to Average Net Assets.............. 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................ 1.87%(A) 2.03%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets.............................................. 5.21%(A) 5.39%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers).......................... 5.19%(A) 5.21%(A)
Portfolio Turnover................................... 14.58%(A) 9.61%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

15
<PAGE> 20
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------------------------------------------------------
HIGH-YIELD BOND FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 12.35 $ 11.84 $ 11.39 $ 10.72 $ 11.70 $ 10.83 $ 10.19 $ 8.55
Net Investment Income (Loss)....... 0.46 0.99 0.94 0.99 0.97 0.95 1.01 1.13
Net Realized and Unrealized Gain
(Loss) on Investments............. 0.08 0.51 0.45 0.67 (0.97) 0.89 0.64 1.66
----------------------------------------------------------------------------------------
Total from Investment Operations... 0.54 1.50 1.39 1.66 0.00 1.84 1.65 2.79
----------------------------------------------------------------------------------------
Dividends from Net Investment
Income............................ 0.46 0.99 0.94 0.99 0.98 0.97 1.01 1.15
Distributions from Capital Gains... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Other.............................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------
Total Distributions................ 0.46 $ 0.99 0.94 0.99 0.98 0.97 1.01 1.15
----------------------------------------------------------------------------------------
Net Asset Value, End of Period..... $ 12.43 $ 12.35 $ 11.84 $ 11.39 $ 10.72 $ 11.70 $ 10.83 $ 10.19
----------------------------------------------------------------------------------------
Total Return(C).................... 4.43%(B) 13.18% 12.78% 16.00% 0.05% 17.58% 16.69% 33.02%
Net Assets End of Period (In
Thousands)........................ $73.016 $66,422 $54,129 $52,182 $44,822 $44,361 $30,851 $24,672
Ratio of Expenses to Average Net
Assets............................ 1.30%(A) 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.42%(A) 1.47% 1.50% 1.52% 1.45% 1.59% 1.64% 1.85%
Ratio of Net Investment Income to
Average Net Assets................ 7.44%(A) 8.20% 8.21% 8.80% 8.60% 8.20% 9.40% 11.30%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)............... 7.33%(A) 8.03% 8.01% 8.58% 8.52% 7.95% 8.95% 10.51%
Portfolio Turnover Rate............ 128.10%(A) 175.38% 180.13% 88.50% 113.00% 121.20% 121.70% 109.30%

YEAR ENDED DECEMBER 31,
-----------------------------
HIGH-YIELD BOND FUND (CLASS A) 1990 1989 1988
- ----------------------------------- -----------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 10.98 $ 12.37 $ 12.20
Net Investment Income (Loss)....... 1.26 1.33 1.24
Net Realized and Unrealized Gain
(Loss) on Investments............. (2.43) (1.37) 0.19
Total from Investment Operations... (1.17) (0.04) 1.43
Dividends from Net Investment
Income............................ 1.24 1.35 1.24
Distributions from Capital Gains... 0.00 0.00 0.02
Other.............................. 0.02(E) 0.00 0.00
Total Distributions................ 1.26 1.35 1.26
Net Asset Value, End of Period..... $ 8.55 $ 10.98 $ 12.37
Total Return(C).................... (11.55)% (0.70)% 12.08%
Net Assets End of Period (In
Thousands)........................ $19,591 $29,144 $15,772
Ratio of Expenses to Average Net
Assets............................ 1.00% 2.10% 2.10%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.71% 2.50% 3.10%
Ratio of Net Investment Income to
Average Net Assets................ 12.30% 11.20% 11.10%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)............... 11.66% 10.76% 10.09%
Portfolio Turnover Rate............ 67.40% 61.60% 88.60%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------- MAY 1 THROUGH
HIGH-YIELD BOND FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 12.35 $ 11.84 $11.39 $11.11
Net Investment Income (Loss)................................ 0.43 0.77 0.88 0.61
Net Realized and Unrealized Gain (Loss) on Investments...... 0.08 0.08 0.45 0.28
-------------------------------------------------------
Total from Investment Operations............................ 0.61 1.28 1.33 0.89
-------------------------------------------------------
Dividends from Net Investment Income........................ 0.43 0.77 0.88 0.61
Distributions from Capital Gains............................ 0.00 0.00 0.00 0.00
-------------------------------------------------------
Total Distributions......................................... 0.43 0.77 0.88 0.61
-------------------------------------------------------
Net Asset Value, End of Period.............................. $ 12.43 $ 12.35 $11.84 $11.39
-------------------------------------------------------
Total Return(D)............................................. 4.14%(B) 12.59% 12.16% 8.12%(B)
Net Assets End of Period (In Thousands)..................... $30,424 $19,898 $7,892 $2,951
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85% 1.85% 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.96%(A) 2.02% 2.05% 2.09%(A)
Ratio of Net Investment Income to Average Net Assets........ 6.88%(A) 7.51% 7.74% 7.84%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 6.77%(A) 7.35% 7.55% 7.68%(A)
Portfolio Turnover Rate..................................... 128.10%(A) 175.38% 180.13% 88.50%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
HIGH-YIELD BOND FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 12.35 $11.71
Net Investment Income (Loss)................................ 0.43 0.61
Net Realized and Unrealized Gains (Losses) on Investments... 0.08 0.64
------------------------------------
Total from Investment Operations............................ 0.51 1.25
------------------------------------
Dividends from Net Investment Income........................ 0.43 0.61
Distributions from Net Realized Capital Gains............... 0.00 0.00
------------------------------------
Total Distributions......................................... 0.43 0.61
------------------------------------
Net Asset Value, End of Period.............................. $ 12.43 $12.35
------------------------------------
Total Return(D)............................................. 4.14%(B) 10.87%(B)
Net Assets End of Period (In Thousands)..................... $ 4,116 $1,463
Ratio of Expenses to Average Net Assets..................... 1.85%(A) 1.85%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.95%(A) 2.01%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 6.88%(A) 6.84%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers) 6.78%(A) 6.68%(A)
Portfolio Turnover.......................................... 128.10%(A) 175.38%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

16
<PAGE> 21
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------------------------------------------
TAX-EXEMPT INCOME FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 13.95 $ 13.83 $ 13.99 $ 12.80 $ 14.31 $ 13.60 $ 13.34 $ 12.78
Net Investment Income (Loss)....... 0.30 0.63 0.64 0.65 0.67 0.70 0.76 0.82
Net Realized and Unrealized Gain
(Loss) on Investments............. 0.08 0.31 (0.16) 1.21 (1.48) 0.73 0.26 0.56
--------------------------------------------------------------------------------------------
Total from Investment Operations... 0.38 0.94 0.48 1.86 (0.81) 1.43 1.02 1.38
--------------------------------------------------------------------------------------------
Dividends from Net Investment
Income (Loss)..................... 0.30 0.63 0.64 0.65 0.68 0.70 0.76 0.82
Distributions from Net Realized
Capital Gains..................... 0.00 0.19 0.00 0.02 0.02 0.02 0.00 0.00
--------------------------------------------------------------------------------------------
Total Distributions................ 0.30 0.82 0.64 0.67 0.70 0.72 0.76 0.82
--------------------------------------------------------------------------------------------
Net Asset Value, End of Period..... $ 14.03 $ 13.95 $ 13.83 $ 13.99 $ 12.80 $ 14.31 $ 13.60 $ 13.34
--------------------------------------------------------------------------------------------
Total Return(C).................... 2.81%(B) 6.96% 3.54% 14.85% (5.69)% 10.76% 7.88% 11.13%
Net Assets End of Period (In
Thousands)........................ $23,699 $23,695 $28,478 $33,626 $34,297 $41,702 $29,728 $22,614
Ratio of Expenses to Average Net
Assets............................ 1.10%(A) 1.22% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.30%(A) 1.60% 1.41% 1.42% 1.28% 1.39% 1.41% 1.47%
Ratio of Net Investment Income
(Loss) to Average Net Assets...... 4.43%(A) 4.50% 4.64% 4.82% 5.00% 4.90% 5.60% 6.30%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)............... 4.23%(A) 4.12% 4.48% 4.65% 4.97% 4.79% 5.49% 6.04%
Portfolio Turnover................. 169.21%(A) 0.94% 0.91% 0.75% 25.70% 8.30% 16.30% 21.60%

<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
TAX-EXEMPT INCOME FUND (CLASS A) 1990 1989 1988
- ----------------------------------- -----------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 12.87 $ 12.66 $ 12.09
Net Investment Income (Loss)....... 0.81 0.76 0.65
Net Realized and Unrealized Gain
(Loss) on Investments............. (0.10) 0.31 0.64
Total from Investment Operations... 0.71 1.07 1.29
Dividends from Net Investment
Income (Loss)..................... 0.80 0.77 0.65
Distributions from Net Realized
Capital Gains..................... 0.00 0.09 0.07
Total Distributions................ 0.80 0.86 0.72
Net Asset Value, End of Period..... $ 12.78 $ 12.87 $ 12.66
Total Return(C).................... 5.71% 8.68% 10.90%
Net Assets End of Period (In
Thousands)........................ $19,880 $18,354 $ 6,655
Ratio of Expenses to Average Net
Assets............................ 1.20% 2.10% 2.10%
Ratio of Expenses to Average Net
Assets (Excluding Waivers)........ 1.47% 2.60% 4.00%
Ratio of Net Investment Income
(Loss) to Average Net Assets...... 6.50% 6.00% 5.60%
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Excluding Waivers)............... 6.14% 5.53% 3.67%
Portfolio Turnover................. 66.40% 99.60% 117.40%
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------- MAY 1 THROUGH
TAX-EXEMPT INCOME FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period......... $ 13.95 $13.83 $13.99 $13.44
Net Investment Income (Loss)................. 0.27 0.55 0.56 0.38
Net Realized and Unrealized Gain (Loss) on
Investments................................. 0.09 0.31 (0.16) 0.57
-------------------------------------------------------
Total from Investment Operations............. 0.36 0.86 0.40 0.95
-------------------------------------------------------
Dividends from Net Investment Income......... 0.27 0.55 0.56 0.38
Distributions from Capital Gains............. 0.00 0.19 0.00 0.02
-------------------------------------------------------
Total Distributions.......................... 0.27 0.74 0.56 0.40
-------------------------------------------------------
Net Asset Value, End of Period............... $ 14.04 $13.95 $13.83 $13.99
-------------------------------------------------------
Total Return(D).............................. 2.60%(B) 6.36% 2.96% 7.18%(B)
Net Assets End of Period (In Thousands)...... $ 3,300 $2,883 $2,037 $ 912
Ratio of Expenses to Average Net Assets...... 1.65%(A) 1.76% 1.80% 1.80%(A)
Ratio of Expenses to Average Net Assets
(Excluding Waivers)......................... 1.86%(A) 2.16% 1.96% 1.98%(A)
Ratio of Net Investment Income to Average Net
Assets...................................... 3.88%(A) 3.94% 4.07% 4.08%(A)
Ratio of Net Investment Income (Loss) to
Average Net Assets (Excluding Waivers)...... 3.67%(A) 3.54% 3.92% 3.94%(A)
Portfolio Turnover rate...................... 169.21%(A) 0.94% 0.91% 0.75%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
TAX-EXEMPT INCOME FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 13.95 $13.68
Net Investment Income (Loss)................................ 0.27 0.36
Net Realized and Unrealized Gains (Losses) on Investments... 0.08 0.46
------------------------------------
Total from Investment Operations............................ 0.35 0.82
------------------------------------
Dividends from Net Investment Income (Loss)................. 0.27 0.36
Distributions from Net Realized Capital Gains............... 0.00 0.19
------------------------------------
Total Distributions......................................... 0.27 0.55
------------------------------------
Net Asset Value, End of Period.............................. $ 14.03 $13.95
------------------------------------
Total Return(D)............................................. 2.53%(B) 6.14%(B)
Net Assets End of Period (In Thousands)..................... $ 415 $ 184
Ratio of Expenses to Average Net Assets..................... 1.65%(A) 1.67%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 1.71%(A) 2.34%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 3.88%(A) 3.99%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers) 3.82%(A) 3.32%(A)
Portfolio Turnover.......................................... 169.21%(A) 0.94%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

17
<PAGE> 22
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------------------- OCTOBER 1 THROUGH
MANAGED FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 DECEMBER 31, 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.................... $ 9.25 $ 7.97 $ 6.70 $ 4.91 $ 5.00
Net Investment Income (Loss)............................ 0.03 0.04 0.06 0.04 0.01
Net Realized and Unrealized Gain (Loss) on
Investments............................................ 1.06 1.64 1.41 1.81 (0.09)
-----------------------------------------------------------------------
Total from Investment Operations........................ 1.09 1.68 1.47 1.85 (0.08)
-----------------------------------------------------------------------
Dividends from Net Investment Income (Loss)............. 0.00 0.04 0.06 0.03 0.01
Distributions from Net Realized Capital Gains........... 0.00 0.36 0.14 0.03 0.00
-----------------------------------------------------------------------
Total Distributions..................................... 0.00 0.40 0.20 0.06 0.01
-----------------------------------------------------------------------
Net Asset Value, End of Period.......................... $ 10.34 $ 9.25 $ 7.97 $ 6.70 $ 4.91
-----------------------------------------------------------------------
Total Return(C)......................................... 11.78%(B) 21.05% 22.08% 37.68% (1.58)%(B)
Net Assets End of Period (In Thousands)................. $188,499 $156,608 $101,022 $47,839 $7,872
Ratio of Expenses to Average Net Assets................. 1.48%(A) 1.49% 1.57% 1.75% 1.75%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)............................................... 1.48%(A) 1.49% 1.57% 1.90% 3.71%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets................................................. 0.59%(A) 0.47% 1.12% 1.09% 1.30%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets (Excluding Waivers)............................. 0.59%(A) 0.47% 1.12% 0.94% (0.32)%(A)
Portfolio Turnover...................................... 30.37%(A) 28.17% 33.21% 26.40% 27.10%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ------------------- MAY 1 THROUGH
MANAGED FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 9.19 $ 7.93 $ 6.68 $ 5.68
Net Investment Income (Loss)................................ 0.00 (0.01) 0.02 0.01
Net Realized and Unrealized Gain (Loss) on Investments...... 1.05 1.63 1.41 1.05
----------------------------------------------------------
Total from Investment Operations............................ 1.05 1.62 1.43 1.06
----------------------------------------------------------
Dividends from Net Investment Income (Loss)................. 0.00 0.00 0.04 0.03
Distributions from Capital Gains............................ 0.00 0.36 0.14 0.03
----------------------------------------------------------
Total Distributions......................................... 0.00 0.36 0.18 0.06
----------------------------------------------------------
Net Asset Value, End of Period.............................. $ 10.24 $ 9.19 $ 7.93 $ 6.68
----------------------------------------------------------
Total Return(D)............................................. 11.43%(B) 20.45% 21.50% 18.38%(B)
Net Assets End of Period (In Thousands)..................... $154,328 $110,213 $57,037 $16,792
Ratio of Expenses to Average Net Assets..................... 2.03%(A) 2.04% 2.13% 2.30%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.03%(A) 2.04% 2.13% 2.45%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.04%(A) (0.09)% 0.52% 0.31%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.04%(A) (0.09)% 0.52% 0.14%(A)
Portfolio Turnover Rate..................................... 30.37%(A) 28.17% 33.21% 26.40%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
MANAGED FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 9.21 $ 8.24
Net Investment Income (Loss)................................ 0.00 0.00
Net Realized and Unrealized Gains (Losses) on Investments... 1.06 1.38
------------------------------------
Total from Investment Operations............................ 1.06 1.38
------------------------------------
Dividends from Net Investment Income........................ 0.00 0.05
Distributions from Net Realized Capital Gains............... 0.00 0.36
------------------------------------
Total Distributions......................................... 0.00 0.41
------------------------------------
Net Asset Value, End of Period.............................. $ 10.27 $ 9.21
------------------------------------
Total Return(D)............................................. 11.51%(B) 16.74%(B)
Net Assets End of Period (In Thousands)..................... $ 9,609 $ 3,614
Ratio of Expenses to Average Net Assets..................... 2.04%(A) 2.06%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 2.04%(A) 2.06%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 0.05%(A) (0.18)%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 0.05%(A) (0.18)%(A)
Portfolio Turnover.......................................... 30.37%(A) 28.17%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

18
<PAGE> 23
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) YEAR ENDED DECEMBER 31, 1995
SIX MONTHS ENDED --------------------------------------------------------------------------
MONEY MARKET FUND (CLASS A) JUNE 30, 1998 1997 1996 1995 1994 1993 1992(F) 1991
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)......... 0.02 0.05 0.04 0.05 0.03 0.02 0.03 0.05
----------------------------------------------------------------------------------------
Total from Investment Operations..... 0.02 0.05 0.04 0.05 0.03 0.02 0.03 0.05
----------------------------------------------------------------------------------------
Dividends from Net Investment Income
(Loss).............................. 0.02 0.05 0.04 0.05 0.03 0.02 0.03 0.05
----------------------------------------------------------------------------------------
Total Distributions.................. 0.02 0.05 0.04 0.05 0.03 0.02 0.03 0.05
----------------------------------------------------------------------------------------
Net Asset Value, End of Period....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------------------------------------------
Total Return......................... 2.49%(B) 4.69% 4.51% 5.05% 3.34% 2.24% 2.92% 5.22%
Net Assets End of Period (In
Thousands).......................... $87,339 $68,466 $59,074 $40,325 $32,334 $18,302 $18,932 $16,710
Ratio of Expenses to Average Net
Assets.............................. 0.68%(A) 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of Expenses to Average Net
Assets (Excluding Waivers).......... 0.68%(A) 1.24% 1.18% 1.35% 1.33% 1.72% 1.56% 1.51%
Ratio of Net Investment Income (Loss)
to Average Net Assets............... 4.97%(A) 4.59% 4.42% 4.92% 3.30% 2.20% 2.80% 5.10%
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................ 4.97%(A) 4.35% 4.24% 4.57% 3.08% 1.47% 1.81% 4.62%

<CAPTION>
FOR THE PERIOD
MAY 1 THROUGH
MONEY MARKET FUND (CLASS A) DECEMBER 31, 1990
- ------------------------------------- -----------------
<S> <C>
Net Asset Value, Beginning of
Period.............................. $ 1.00
Net Investment Income (Loss)......... 0.04
Total from Investment Operations..... 0.04
Dividends from Net Investment Income
(Loss).............................. 0.04
Total Distributions.................. 0.04
Net Asset Value, End of Period....... $ 1.00
Total Return......................... 4.75%(B)
Net Assets End of Period (In
Thousands).......................... $19,031
Ratio of Expenses to Average Net
Assets.............................. 1.00%(A)
Ratio of Expenses to Average Net
Assets (Excluding Waivers).......... 1.38%(A)
Ratio of Net Investment Income (Loss)
to Average Net Assets............... 7.00%(A)
Ratio of Net Investment Income (Loss)
to Average Net Assets (Excluding
Waivers)............................ 6.17%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ---------------- MAY 1 THROUGH
MONEY MARKET FUND (CLASS B) JUNE 30, 1998 1997 1996 DECEMBER 31, 1995
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income (Loss)................................ 0.03 0.04 0.04 0.03
--------------------------------------
Total from Investment Operations............................ 0.03 0.04 0.04 0.03
--------------------------------------
Dividends from Net Investment Income (Loss)................. 0.03 0.04 0.04 0.03
--------------------------------------
Total Distributions......................................... 0.03 0.04 0.04 0.03
--------------------------------------
Net Asset Value, End of Period.............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------
Total Return(D)............................................. 2.49%(B) 4.11% 3.94% 2.95%(B)
Net Assets End of Period (In Thousands)..................... $6,609 $5,980 $1,344 $ 394
Ratio of Expenses to Average Net Assets..................... 0.68%(A) 1.55% 1.55% 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 0.68%(A) 1.79% 1.73% 1.88%(A)
Ratio of Net Investment Income to Average (Loss) Net
Assets..................................................... 4.98%(A) 4.09% 3.85% 4.23%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 4.98%(A) 3.85% 3.68% 3.90%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED MAY 1 THROUGH
MONEY MARKET FUND (CLASS C) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period........................ $ 1.00 $ 1.00
Net Investment Income (Loss)................................ 0.03 0.02
-------------------------
Total from Investment Operations............................ 0.03 0.02
-------------------------
Dividends from Net Investment Income (Loss)................. 0.03 0.02
-------------------------
Total Distributions......................................... 0.03 0.02
-------------------------
Net Asset Value, End of Period.............................. $ 1.00 $ 1.00
-------------------------
Total Return(D)............................................. 2.50%(B) 2.86%(B)
Net Assets End of Period (In Thousands)..................... $2,553 $1,021
Ratio of Expenses to Average Net Assets..................... 0.67%(A) 1.55%(A)
Ratio of Expenses to Average Net Assets (Excluding
Waivers)................................................... 0.67%(A) 1.85%(A)
Ratio of Net Investment Income (Loss) to Average Net
Assets..................................................... 4.97%(A) 4.15%(A)
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers)........................................ 4.97%(A) 3.85%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

19
<PAGE> 24

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The following descriptions of the Funds are intended to help you select the Fund
which is appropriate for your investment objective. You may wish to pursue your
objectives by investing in more than one Fund.

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

Under normal market conditions, at least 65% of the net asset value of the nine
Equity 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. Treasuries, notes and bonds, American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs"), rights and warrants.

The Growth, Growth and Income, Equity, Equity Income, Capital Appreciation,
Global Financial Services, Small Company Growth and Small Company Value 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, 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. The Global Financial Services Fund may invest over 50% of its assets in
foreign securities. No Fund may invest more than 10% of its net assets in
illiquid, including restricted, 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.

GROWTH FUND

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

GROWTH AND INCOME FUND

The objective of the Growth and Income Fund is to achieve a total return in
excess of the total return of the Lipper Growth and Income Mutual Funds Average,
measured over a period of three to five years, by investing primarily in a
broadly diversified group of large capitalization companies. The Fund seeks this
objective primarily 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 of 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 earnings growth rate of the company, and the
relation of those figures to the current price.

In general, the Fund will invest in stocks of companies with market
capitalizations in excess of $750 million. Although there is no assurance that
the Fund will meet its objective, the securities held in the Growth and Income
Fund will generally reflect the price volatility of the broad equity market
(i.e., the Standard & Poor's 500 Index).

THE ENTERPRISE Group of Funds, Inc.

20
<PAGE> 25

EQUITY FUND

The investment objective of the Equity Fund is long-term capital appreciation
through investment in securities (primarily equity securities) of 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 which in the Fund
Manager's opinion possess one or more of the following characteristics:
undervalued assets, valuable consumer or commercial franchises, securities
valuation below peer companies, substantial and growing cash flow and/or a
favorable price to book value relationship. 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
which 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 listed on the New York Stock Exchange. In addition, it may
also purchase securities listed on other domestic securities exchanges,
securities traded in the domestic over-the-counter market and foreign securities
provided that they are listed on a domestic or foreign securities exchange or
represented by ADRs 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, primarily from investments
in dividend-paying common stocks. Under normal circumstances, at least 65% of
the Fund's total assets will be invested in income-producing equity securities.

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

CAPITAL APPRECIATION FUND

The objective of the Capital Appreciation Fund is maximum capital appreciation,
primarily through investments in common stocks of companies that demonstrate
accelerating earnings momentum and consistently strong financial
characteristics.

The Fund invests primarily in common stocks of companies which meet the Fund
Manager's criteria of: (a) steadily increasing earnings; and (b) a three-year
average performance record of sales, earnings, dividend growth, pretax margins,
return on equity and reinvestment rate at an aggregate average of 1.5 times the
average performance of the Standard & Poor's 500 common stocks ("S&P 500") for
the same period. The Fund attempts to invest in a range of small, medium and
large companies designed to achieve an average capitalization of the companies
in which it invests that is less than the average capitalization of the S&P 500.
The potential for maximum capital appreciation is the basis for investment
decisions; any income is incidental.

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 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
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.

THE ENTERPRISE Group of Funds, Inc.

21
<PAGE> 26

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 the
price-earnings ratio of the stock. Generally, the Fund Manager will not buy a
stock if the price-earnings ratio exceeds the 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.

SMALL COMPANY VALUE FUND

The objective of the Small Company Value Fund is maximum capital appreciation,
primarily through investment of at least 65% of Fund 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 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 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 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 seeks out companies in the
public market that are selling at a discount to their private market value (PMV)
measured using proprietary research techniques in various industry sectors. The
Fund Manager then determines whether there is an emerging catalyst that will
focus investor attention on the underlying assets of the company. 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,
primarily through a diversified portfolio of non-U.S. equity securities.

It is a fundamental policy of the Fund that it will invest at least 80% of the
value of its 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.

The Fund Manager's investment perspective for the Fund is to invest in the
equity securities of non-U.S. markets and companies which are believed to be
undervalued based upon internal research and proprietary valuation systems. This
international equity strategy reflects the Fund Manager's decisions concerning
the relative attractiveness of asset classes, the individual international
equity markets, industries across and within those markets, other common risk
factors within those markets and individual international companies. The Fund
Manager initially identifies those securities which it believes to be
undervalued in relation to the issuer's assets, cash flow, earnings and
revenues. The relative performance

THE ENTERPRISE Group of Funds, Inc.

22
<PAGE> 27

of foreign currencies is an important factor in the Fund's performance. The Fund
Manager may manage the Fund's exposure to various currencies to take advantage
of different yield, risk and return characteristics. The Fund Manager's
proprietary valuation model determines which securities are potential candidates
for inclusion in the Fund.

The benchmark for the Fund is the European, Australian, Far East ("EAFE") Index
(the "Benchmark"). The Benchmark is a market driven, broad based index which
includes non-U.S. equity markets in terms of capitalization and performance. The
Benchmark is designed to provide a representative total return for all major
stock exchanges located outside the U.S. From time to time, the Fund Manager may
substitute securities in an equivalent index when it believes that such
securities in the index more accurately reflect the relevant international
market.

As a general matter, the Fund Manager will purchase for the Fund only securities
contained in the underlying index relevant to the Benchmark. Brinson Partners
will attempt to enhance the long-term risk and return performance of the Fund
relative to the Benchmark by deviating from the normal Benchmark mix of country
allocation and currencies in reaction to discrepancies between current market
prices and fundamental values. The active management process is intended to
produce a superior performance relative to the Benchmark index.

The Fund Manager will purchase securities of companies domiciled in a minimum of
eight to 12 countries outside the United States.

GLOBAL FINANCIAL SERVICES FUND

The investment objective of the Global Financial Services Fund is capital
appreciation. The Fund will concentrate (invest 25% or more of its total assets)
its investments in the financial services industry. The Fund seeks to achieve
its objective through investment in the common stocks of domestic and foreign
financial services companies. Under normal circumstances, at least 65% of the
Fund's total assets will be invested in financial services companies that are
domiciled in the U.S. and at least three other countries.

For Fund purposes, a financial services company is 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, and life insurance
companies and insurance holding companies.

The Fund Manager seeks to maximize returns 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.

INCOME FUNDS

Investors should refer to the Appendix to the 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 primarily from securities that are obligations of the U.S. Government,

THE ENTERPRISE Group of Funds, Inc.

23
<PAGE> 28

its agencies and instrumentalities ("U.S. Government Securities").

It is a fundamental policy of the Fund that under normal conditions at least 80%
of the value of its net assets (or at least 65% of total 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 or AAA by S&P.

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 may concentrate from time to time in different
securities described above in order to obtain the highest level of current
income and safety of principal.

The remainder of the Fund's assets may be invested in repurchase agreements,
bankers acceptances, bank certificates of deposit, commercial paper and similar
money market instruments, corporate bonds and other mortgage-related securities
(including collateralized mortgage obligations or "CMOs") rated Aaa by Moody's
or AAA by S&P at the time of the investment or determined by the Fund Manager to
be of comparable credit quality at the time of investment to such rated
securities. In making such investments, the Fund Manager seeks income but gives
careful attention to security of principal and considers such factors as
marketability and diversification. For a discussion of CMOs and related risks,
see "Certain Investment Techniques and Associated Risks."

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 the value 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, primarily
from debt securities that are rated Ba or lower by Moody's or BB or lower by
Standard & Poor's.

It is a fundamental policy of the Fund that under normal circumstances it will
invest at least 80% of the value of its total net assets (at least 65% of gross
assets) in high-yielding, income-producing corporate bonds that are 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
invest-

THE ENTERPRISE Group of Funds, Inc.

24
<PAGE> 29

ment 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 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. 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, primarily from investments 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 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.

The Fund invests primarily in investment grade "Municipal Securities" the
interest on which, in the opinion of counsel for issuers and the Fund, is not
includable in gross income for federal income tax purposes, and not subject to
the alternative minimum tax. 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. See the Appendix to this Prospectus for a further description of
Municipal Securities.

Investment grade securities are: 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) for notes; 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 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 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 federal alternative minimum tax.

FLEXIBLE FUND

MANAGED FUND

The objective of the Managed Fund is growth of capital over time through
investment in a portfolio

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 30

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 almost 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 assets in
foreign securities provided that they are listed on a domestic or foreign
securities exchange or are represented by ADRs 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.

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:

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. 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
Organization ("NRSRO"), or, if not rated, issued by a company rated at least
"A" by any two NRSROs and about which the Board of Directors of the Fund has
ratified the Fund Manager's independent determination that the instrument
presents minimal credit risks and is of high quality; 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 ENTERPRISE Group of Funds, Inc.

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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 the Appendix to the Statement of
Additional Information) 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 Statement of Additional Information.

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
the Board of Directors determines are 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 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 in the Statement of Additional
Information.

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.

GENERAL RISKS ASSOCIATED WITH EQUITY FUNDS

The Equity Funds seek to reduce risk of loss of principal due to changes in the
value of individual stocks by investing in a diversified portfolio of common
stocks and through the use of options on stocks. Such investment techniques do
not, however, eliminate all risks. Investors should expect the value of the
Equity Funds and the net asset value of their shares to fluctuate based on
market conditions.

Smaller capitalization companies may experience higher growth rates and higher
failure rates than do larger capitalization companies due to the risk related to
markets, market share, product performance and financial resources. The limited
volume and frequency of trading of small capitalization companies may subject
their stocks to greater price deviations than stocks of larger companies.

The International Growth Fund and the Global Financial Services Fund carry
additional risks associated with possibly less stable foreign securities and
currencies. For a discussion of these risks, please refer to "Foreign Currency
Values and Transactions."

GENERAL RISKS ASSOCIATED WITH INCOME FUNDS

Although the Income Funds seek to reduce credit risks, i.e., failure of obligors
to pay interest and

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 32

principal, through careful selection of investments, and they seek to reduce
market risks resulting from fluctuations in the principal value of debt
obligations due to changes in prevailing interest rates by careful timing of
maturities of investments, such risks cannot be eliminated, and these factors
will affect the net asset value of shares in the Income Funds. The value of debt
obligations has an inverse relationship with prevailing interest rates.

GENERAL RISKS ASSOCIATED WITH FLEXIBLE FUND

The foregoing types of risks associated with equity and income funds also apply
to flexible funds.

GENERAL RISKS ASSOCIATED WITH
GLOBAL FINANCIAL SERVICES FUND

As stated above, the Global Financial Services Fund will concentrate its
investments in the financial services industry. As a result, market and economic
conditions and other risk factors particular to the financial services industry
will affect the Fund more than other mutual funds that are not similarly
concentrated. Generally, the financial services industry is extremely sensitive
to fluctuations in interest rates.

Financial services companies are subject to extensive government regulation
which may limit their activities and adversely affect their profitability. Some
financial services companies, e.g., insurance companies, are also subject to
severe market share competition and price competition. The removal of regulatory
barriers to entry into certain segments of the financial services industry may
increase competitive pressures on some companies. Financial services companies
in foreign countries are subject to similar regulatory concerns and risk factors
as domestic companies. Foreign companies, however, may face governmental
controls on interest rates, price and currency movements, and credit
availability. In addition, some foreign governments have taken steps to
nationalize banks and other financial services companies.

U.S. GOVERNMENT SECURITIES

Although the payment of interest and principal on a security may be guaranteed
by the United States Government or one of its agencies or instrumentalities, the
value of such fixed income securities and, consequently, the yield on and net
asset value of shares of the Government Securities Fund are not guaranteed by
the U.S. Government. The net asset value fluctuates in response to changes in
interest rates and market valuation. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. As a result, the Government Securities Fund's ability to maintain
positions in high-yielding, mortgage-backed securities, such as GNMA
Certificates, will be affected by reductions in the principal amounts of such
securities resulting from such prepayments, and its ability to reinvest the
returns of principal at comparable yields is subject to generally prevailing
interest rates at the time.

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. 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 invests, the investment may be
subject to a greater or lesser risk of prepayment than other types of
mortgage-related securities.

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

THE ENTERPRISE Group of Funds, Inc.

28
<PAGE> 33

direction as interest rates and "Inverse Floaters" -- where the coupon rate
floats in the opposite direction as interest rates. All these securities are
volatile; they also have particular risks in differing interest rate
environments as described below.

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 a 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. See "General Risks
Associated With Income Funds."

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
tradeover 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 Manager (subject to the oversight of the Board of Directors), the
investment restriction limiting the Fund's investment in illiquid instruments to
not more than 10% of the value of its net assets 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 Fund Manager (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.

HIGH-YIELD SECURITIES

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29
<PAGE> 34

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 impacted by various factors, as discussed below:

HIGH-YIELD BOND MARKET

The high-yield bond market is relatively new and 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, negatively impacting the net asset value of the High-Yield Bond Fund.
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 impact 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 impact
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 High-Yield Bond Fund has invested be redeemed or called during such
an interest rate environment, the Fund 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 High-Yield Bond Fund. In addition, such redemptions or calls may reduce the
High-Yield Bond Fund's asset base over which the Fund's 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
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").

THE ENTERPRISE Group of Funds, Inc.

30
<PAGE> 35

FUND COMPOSITION

As of March 31, 1998, the High-Yield Bond Fund consisted of securities
classified as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORY FUND
<S> <C>
BB................................. 23%
B.................................. 71%
CCC................................ 1%
Non-rated*......................... 5%
</TABLE>

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

* Equivalent ratings for these securities would have been B.

REITS

Each Fund may invest up to 10% of its total assets in the securities of real
estate investment trusts ("REITs"). 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 engage in the following hedging transactions to seek to hedge
all or a portion of a Fund's assets against market value changes resulting from
changes in equity 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.

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 will not enter into a hedging transaction (except for closing
transactions) if, immediately thereafter, the sum of the amount of the initial
deposits and premiums on open contracts and options would exceed 5% of the
Fund's total assets taken at current value.

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.

CALL OPTIONS

The Funds, other than the Money Market Fund, may write (sell) call options that
are listed on national securities exchanges or are available in the over-the-
counter market through primary broker-dealers. Call options are short-term
contracts with a duration of nine months or less. Such Funds may only write call
options which are "covered," meaning that the Fund either owns the underlying
security or has an absolute and immediate right to acquire that security,
without additional cash consideration, upon conversion or exchange of other
securities currently held in the Fund. In addition, no Fund will, prior to the
expiration of a call option, permit the call to become uncovered. If a Fund
writes a call option, the purchaser of the option has the right to buy (and the
Fund has the obligation to sell) the underlying security at the exercise price
throughout the term of the option. The amount paid to the Fund by the purchaser
of the option is the "premium." The Fund's obligation to deliver the underlying
security against payment of the exercise price would terminate either upon
expiration of the option or earlier if the Fund were to effect a "closing
purchase transaction" through the purchase of an equivalent option on an
exchange. The Fund would not be able to effect a closing purchase transaction
after it had received notice of exercise. The International Growth Fund may
purchase and write covered call options on foreign and U.S. securities and
indices and enter into related closing transactions.

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 36

Generally, such 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 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
sell the underlying security before that time.

PUTS

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 indexes. The Funds, except
the Government Securities Fund and Money Market Fund, may write covered put
options. The Fund will receive premium income from writing covered put options,
although it 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 the value of the Fund in Puts.

FUTURES CONTRACTS

All Funds may, other than the Money Market Fund, 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 Fund's 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. 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 when 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) the fact that the success or failure of these transactions for
the Fund depends on the ability of the Fund Manager to predict move-

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 37

ments in stock, bond, currency prices and interest rates.

INDEX OPTIONS

All the Equity Funds may invest in options on stock indexes. These options are
based on indexes 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.

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 investments from interest rate
fluctuations, the Funds may engage in interest rate swaps. The Funds tend 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 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 high grade debt securities having an aggregate net asset value at least
equal to the accrued excess, will be maintained in a segregated account by the
Fund's custodian bank.

The use of interest rate swaps involves investment techniques and risks
different from those associated with ordinary portfolio security transactions.
If the 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 and the
Global Financial Services 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 exchange
rates and exchange control regulations, and the International Growth Fund may
incur costs in connection with conversions between various currencies.

The normal currency allocation of the International Growth Fund is identical to
the currency mix of the

THE ENTERPRISE Group of Funds, Inc.

33
<PAGE> 38

Benchmark, the EAFE Index. The Fund expects to maintain this normal currency
exposure when global currency markets are fairly priced relative to each other
and relative to associated risks. The Fund may actively deviate from such normal
currency allocations to take advantage of or to protect the Fund from risk and
return characteristics of the currencies and short-term interest rates when
those prices deviate significantly from fundamental value. Deviations from the
Benchmark are determined by the Fund Manager based upon its research.

To manage exposure to currency fluctuations, the Fund may alter equity or money
market exposures (in its normal asset allocation mix as previously identified),
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 Fund 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 Fund to set aside liquid assets in a segregated
custodial account to cover its obligations. These techniques are further
described below.

The Fund may conduct its 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 the 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 Fund's securities
denominated in such foreign currency.

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

The Fund 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
Fund's exposure to changes in currency exchange rates. Call options on foreign
currency written by the Fund will be "covered", which means that the Fund will
own an equal amount of the underlying foreign currency. With respect to put
options on foreign currency written by the Fund, the Fund will establish a
segregated account with its custodian bank consisting of cash, U.S. government
securities or other high-grade liquid debt securities in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

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.

MASTER DEMAND NOTES

THE ENTERPRISE Group of Funds, Inc.

34
<PAGE> 39

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 Adviser,
monitor the financial condition of the issuers to insure that they are able to
repay the notes.

REPURCHASE AGREEMENTS

All Funds may enter into repurchase agreements having maturities of one business
day. 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 Fund's Custodian has
possession of the security or collateral for the seller's obligation. 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 Fund's
Directors and the Adviser, 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 an amortized
cost basis.

RESTRICTED OR ILLIQUID SECURITIES

Each 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.

FOREIGN SECURITIES

As noted above, the International Growth 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 Government
Securities Fund, the Tax-Exempt Income Fund and the Money Market Fund, may,
subject to the 20% limitation, invest in foreign securities as well as both
sponsored and unsponsored ADRs, and European Depository Receipts ("EDRs") which
are securities of U.S. issuers backed by securities of foreign issuers. 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 Adviser, subject to the overall review of the
Fund's 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.

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 deliv-

THE ENTERPRISE Group of Funds, Inc.

35
<PAGE> 40

ered 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, the Fund
may lose an advantageous yield or price. The 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, Government Securities
and Tax-Exempt Income Funds which will have a 20% limitation.

TEMPORARY DEFENSIVE TACTICS

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 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 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.

PORTFOLIO TURNOVER

In carrying out the investment policies described in this Prospectus, each Fund
expects to engage in a substantial number of securities portfolio transactions,
and the rate of portfolio turnover will not be a limiting factor when a Fund
Manager deems it appropriate to purchase or sell securities for a Fund. However,
no Fund's annual portfolio turnover rate (other than the Money Market Fund for
which, due to the short-term nature of its investment, a portfolio turn-over
rate is not applicable and the High-Yield Bond Fund) is expected to exceed 100%.

A portfolio turnover rate is, in summary, the percentage computed by dividing
the lesser of a Fund's purchases or sales of securities by the average
investments of the Fund. High portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs which are borne
directly by a Fund. Each Fund intends to elect and to comply with the various
provisions of the IRC so as to qualify as a "regulated investment company"
thereunder. (See "Taxes".)

INVESTMENT
RESTRICTIONS

Except as indicated, each of the Funds has adopted certain investment
restrictions and limitations for the purpose of reducing their exposure in
specific situations.

THE ENTERPRISE Group of Funds, Inc.

36
<PAGE> 41

restriction); (4) except as to the Money Market Fund (as described below) and
the Global Financial Services Fund, invest more than 25% of its total assets in
any one industry, provided that: (i) this limitation does not apply to
investments in U.S. Government Securities as well as its agencies and
instrumentalities, general obligation bonds, or 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
as a separate industry); (5) borrow money, except from a bank and only for
temporary or emergency purposes, and such borrowings will not exceed 5% of the
lower of the value or cost of the Fund's total assets; or (6) pledge, mortgage
or hypothecate its assets to an extent greater than 5% of the value of its total
assets. For purposes of restrictions (1) and (2), each Fund will regard the
entity which has ultimate responsibility for the payment of interest and
principal as the issuer. Notwithstanding restriction (4), the Money Market Fund
may invest in excess of 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. See "Investment Restrictions" in the Statement of Additional
Information.

These investment limitations, and other limitations that are fundamental
policies, that are described in greater detail in the Statement of Additional
Information, may be changed only with the approval of the holders of a majority
of the shares of a Fund.

In addition, management of the Fund has adopted the following restrictions which
apply to all of the Funds and may be changed only by the Board of Directors of
the Fund. No Fund will: (A) lend its assets to any person or individual, except
by the purchase of bonds or other debt obligations customarily sold to
institutional investors; (B) invest more than 5% of the value of its net assets,
valued at the lower of cost or market, in warrants (Included within that amount,
but not to exceed 2% of the value of the Fund's net assets, may be warrants
which are not listed on the New York or American Stock Exchange. Warrants
acquired by a Fund in units or attached to securities may be deemed to be
without value.), (C) invest in oil, gas, or other mineral leases, or (D) engage
in arbitrage transactions.

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.

The Managed Fund will not invest more than 5% of the value of its total assets
in high-yield securities.

In order to qualify for federal income tax treatment as a regulated investment
company 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, and gains from the sale or other disposition of stock or securities
or options thereon); (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).

No Fund may invest more than 5% of its total assets in the securities of a
company that receives more than 15% of its revenues from "securities-related
activities." Securities-related activities are activities as a broker, dealer,
underwriter or investment adviser (a "securities issuer"). Further, immediately
after the purchase of an equity security of a securities issuer, no Fund may own
more than 5% of the outstanding securities of that class of the issuer's equity
securities. In addition, immediately after the purchase of any

THE ENTERPRISE Group of Funds, Inc.

37
<PAGE> 42

securities issuer's debt securities, no Fund may own more than 10% of the
outstanding principal amount of the issuer's debt securities.

HOW TO PURCHASE
FUND SHARES

Enterprise Fund Distributors, Inc. ("the Distributor"), is the principal
underwriter for shares of the Fund. The Distributor, whose address is Atlanta
Financial Center, 3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326,
is a subsidiary of Enterprise Capital Management, Inc. Purchases can be made
through most investment dealers who, as part of the service they provide, must
transmit orders promptly. The Funds offer four separate Classes of shares: Class
A, B, C and Y shares, each with a different combination of sales charges,
ongoing fees and other features. The offering of Class A, B, C and Y shares
presents the investor with the opportunity to choose the sales charge and
distribution fee arrangement which is most beneficial, depending on the amount
of purchase, the length of time the investor expects to hold the shares, and
other circumstances.

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) the
Class A, B and C shares bear the expenses related to distribution and servicing
of such shares, (ii) the Class A, B and C shares have exclusive voting rights
with respect to matters related to distribution and servicing expenditures, and
(iii) and only Class B shares have a conversion feature. The Classes also have
separate exchange privileges. (See "How to Exchange Shares Among the Funds.")
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.

The following table sets forth a summary of the distribution arrangements for
Class A, B and C shares of a Fund. A more detailed description of Class A, B and
C shares are set forth below.

<TABLE>
<CAPTION>
ANNUAL 12B-1
DISTRIBUTION OTHER
SALES CHARGE AND SERVICE FEE INFORMATION
------------ --------------- -----------
<S> <C> <C> <C>
Class
A...... Maximum 4.75% 0.45% Initial sales
initial sales distribution charge may be
charge (except fee (except waived or
Money Market) Money Market) reduced in
certain
circumstances.
$1 million
purchases,
pursuant to
waiver of
sales charge,
are subject to
a CDSC if
redeemed
within two
years.
Class
B...... CDSC for a 0.75% Shares convert
period of six distribution to Class A
years equal to fee and 0.25% Shares
5.00% during service fee approximately
the first year (except Money eight years
and declining Market) after
to 0.00% after purchase.
the sixth Available only
year. to investors
purchasing
less than
$250,000 in
the aggregate.
Class
C...... CDSC for a 0.75% Available only
period of one distribution to investors
year equal to fee and 0.25% purchasing
1.00% service fee less than
(except Money $1,000,000 in
Market) the aggregate.
</TABLE>

In deciding which Class of shares to purchase, you should consider, investment
goals, present and anticipated, purchase amounts, time horizons and
temperaments. In addition, consideration should be given to: (1) the length of
time you expect to hold your shares, (2) the amount of any applicable sales
charge (whether imposed at the time of purchase or upon redemption), (3) whether
you qualify for the reduction or waiver of any applicable sales charge, (4) the
various exchange privileges among different classes of shares and (5) the fact
that Class B shares automatically convert to Class A shares approximately eight
years after purchase. In addition, you should review certain eligibility
requirements that may apply to purchasing a particular class of shares. (See,
"Buying Class A Shares," "Buying Class B Shares" and "Buying Class C Shares"
below.)

THE ENTERPRISE Group of Funds, Inc.

38
<PAGE> 43

Initial investments per Class per Fund are subject to a minimum of $1,000, with
subsequent investments made in amounts of $50 or more through the Fund's
Transfer Agent or through dealers, subject to the following exceptions: (a) a
lower initial minimum of $250 is accepted in connection with the Retirement
Plans, with a minimum subsequent investment of $25; and (b) a lower initial
minimum of $100 is accepted in connection with the Automatic Bank Draft Plan,
with a minimum $25 for subsequent investments.

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. When purchases
are made by check or periodic account investment, redemptions will not be
allowed until the investment being redeemed has been in the account for seven
calendar days.

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.

From time to time, the Fund temporarily may suspend the offering of shares of
one or more of its Classes or Funds to new investors. During the period of such
suspension, persons who are already shareholders of any such Class or Fund
normally will be permitted to continue to purchase additional shares and to have
dividends reinvested.

Fund shares are purchased at the net asset value (plus, with the exception of
the Money Market Fund Class A shares, 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 Distributor or the
Fund may reject any orders.

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 of the Fund.

BUYING CLASS A SHARES. Class A Fund shares are offered to the public at the net
asset value next computed after receipt of the purchase order plus a maximum
sales charge as to all Funds, other than the Money Market Fund Class A shares,
which carries no sales charge, of 4.75% of the offering price (4.99% of the
amount invested) on a single purchase of up to $100,000. The sales charge is
reduced on single purchases of $100,000 or more pursuant to the following table:

<TABLE>
<CAPTION>
DEALER
SALES CHARGE DISCOUNT
SALES CHARGE AS A OR AGENCY
AS A PERCENTAGE OF FEE AS A
PERCENTAGE OF AMOUNT PERCENTAGE OF
OFFERING PRICE INVESTED OFFERING PRICE*
-------------- ------------- ---------------
<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........... None None See Below
</TABLE>

- ---------------
* 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 dealer 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.

Purchases of $1 million or more of Class A shares have no initial sales charge
but are subject to a contingent deferred sales charge ("CDSC") if held for less
than two years. The Distributor will pay authorized dealers an amount equal to
1% of the first $4.99 million of such purchases, plus .75 of 1% of amounts from
$5-19.99 million, plus .50 of 1% of amounts in excess of $20 million. A CDSC of
1% will be imposed on the proceeds of the redemption of shares if they are
redeemed within 24 months of the end of the calendar month of their purchase, in
an amount of the lesser of (A) the net asset value of shares at the time of
purchase or (B) the net value of the shares at the time of redemption. The CDSC
will be deducted from the redemption proceeds otherwise payable to the
shareholder and will be retained by the Distributor.

In determining the amount of purchase of Class A shares, the aggregate dollars
being invested in all

THE ENTERPRISE Group of Funds, Inc.

39
<PAGE> 44

Funds excluding all dollars that have never been subject to a sales charge at
one time or pursuant to a Letter of Intent by the investor, are aggregated to
determine the applicable sales charge.

No sales charge applies to the reinvestment of dividends or capital gains
distributions, except for dividends earned on the Money Market Fund and
subsequently invested in a Fund other than the Money Market Fund.

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 Mutual Life Insurance Company of New York ("MONY") and its
subsidiaries; (d) family including spouses, parents, siblings, children and
grandchildren and employee benefit plans of any of the foregoing; (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 shares of the Fund Class A shares at a sales load
equal to 75% of the percentages in the above table, 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 Fund may terminate, or amend the terms of,
offering shares of the Fund at net asset value or at a reduced sales charge at
any time.

BUYING CLASS B SHARES. Purchases of Class B shares will be processed at the net
asset value next determined after receipt of your purchase order for less than
$250,000. While not subject to a front-end sales charge, Class B shares may be
subject to a CDSC upon redemption. If Class B shares of any Fund are redeemed
within six years after the date on which a purchase order for Class B shares was
accepted, a CDSC will be imposed by applying the appropriate percentage
indicated below to the lesser of: (1) the net asset value of such shares at the
time of purchase or (2) the net asset value of such shares at the time of
redemption. The CDSC will be deducted from the redemption proceeds otherwise
payable to the shareholder and will be retained by the Distributor. The CDSC to
be imposed on such share redemptions will be assessed according to the following
schedule:

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE ORDER OF LESS APPLICABLE CLASS B
THAN $250,000 WAS ACCEPTED CONTINGENT DEFERRED SALES CHARGE
- ---------------------------------- --------------------------------
<S> <C>
Up to one year.................. 5.00%
One year or more but less than 2
years......................... 4.00%
Two years or more but less than 3
years......................... 4.00%
Three years or more but less than
4 years....................... 3.00%
Four years or more but less than 5
years......................... 2.00%
Five years or more but less than 6
years......................... 1.00%
Six or more years............... None
</TABLE>

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

THE ENTERPRISE Group of Funds, Inc.

40
<PAGE> 45

("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.

BUYING CLASS C SHARES. Class C shares are sold at net asset value per share
without an initial sales charge. However, if Class C shares are redeemed within
12 months of their purchase, a contingent deferred sales charge of 1.00% will be
deducted from the redemption proceeds. That sales charge will not apply to
shares purchased by the reinvestment of dividends or capital gains
distributions. The charge will be assessed on the lesser of the net asset value
of the shares at the time of redemption or the original purchase price. The
contingent deferred sales charge is not imposed on the amount of your account
value represented by the increase in net asset value over the initial purchase
price (including increased due to the reinvestment of dividends and capital
gains distributions). The Class C contingent deferred sales charge is paid to
the Distributor to reimburse its expenses of providing distribution-related
services to the Fund in connection with the sale of Class C shares.

To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares acquired
by reinvestment of dividends and capital gains distributions, (2) shares held
for over 12 months, and (3) shares held the longest during the 12-month period.

REINVESTMENT PRIVILEGE. A shareholder of the Fund who redeems Shares and incurs
a contingent deferred sales charge ("CDSC") may utilize a one-time privilege to
reinvest up to the full amount redeemed at net asset value at the time of the
reinvestment in shares of the same Class of the Fund within 180 days of
redemption. The amount of any CDSC also will be reinvested. The reinvested
shares will retain their original cost and purchase date for the purposes of the
CDSC. The return of such CDSC may affect determination of gain or loss or the
original transaction for federal income tax purposes. The reinvestment privilege
may be terminated or modified 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 Enterprise 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.

THE ENTERPRISE Group of Funds, Inc.

41
<PAGE> 46

The CDSC does not apply to purchases of Class A shares at net asset value
described under "Net Asset Value Purchases" above and will be waived in the case
of redemptions of Class A, B or C shares in connection with (i) distributions to
participants or beneficiaries of plans 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), deferred compensation plans
under the IRC section 457 and other employee benefit plans ("plans"), and
returns of excess contributions made to these plans, (ii) withdrawals under an
automatic withdrawal plan where the annual withdrawal does not exceed 10% of the
value of the account (only for Class B shares); and (iii) liquidation of a
shareholder's account if the aggregate net asset value of shares held in the
account is less than the required minimum. A shareholder will be credited with
any CDSC paid in connection with the redemption of any Class A, B shares if
within 180 days after such redemption, the proceeds are invested in the same
Class of shares in the same and/or another Enterprise Fund.

In determining whether the Class A, B or C CDSC is payable, it will be assumed
that shares 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 Enterprise Fund although a CDSC will be imposed on
shares of the acquired Enterprise Fund purchased by exchange of shares subject
to a CDSC. The imposition of an assessment of a CDSC will occur 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 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. If 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 above in "How to Buy Class A Shares."

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.

OTHER DEALER COMPENSATION. 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.

HOW THE NET ASSET VALUE IS COMPUTED. The net asset value per share for each
Class of each Fund of the Fund is determined by dividing the total value of the
Fund's investments and other assets, less any liabilities, by the total number
of outstanding shares of the Fund for each Class. Net asset value per share is
determined at the close of trading on each day the New York Stock Exchange is
open for trading except that net asset value per share of the International
Growth Fund may not, in certain circumstances, be determined on days when the
New York Stock Exchange is open for trading but one or more foreign stock
exchanges are not open for trading. The net asset value per share is effective
as of the time of computation. In determining net asset value, the price carried
by the composite tape of all national exchanges is used.

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 47

Domestic equity securities are valued at the last sale price or, in the absence
of any sale on that date, the closing bid price. Domestic equity securities
without last trade information are valued at the last bid price. Domestic equity
securities, for which market quotations are not readily available, and other
assets are valued at fair value as determined in good faith by the Board of
Directors. Debt securities and foreign securities are valued on the basis of
independent pricing services approved by the Board of Directors, and such
pricing services generally follow the same procedures in valuing foreign equity
securities as are described above as to domestic equity securities.

Securities held by the Money Market Fund are valued on an amortized cost basis.
The Securities and Exchange Commission's rules relating to the amortized cost
method involve valuing a security at its cost and amortizing any discount or
premium over the period until maturity, without taking into account the impact
of fluctuating interest rates on the market value of the security unless the
deviation from net asset value as calculated by using available market
quotations exceeds 1/2 of 1%. At that point, the Board of Directors will
promptly decide what action, if any, will 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. The Money Market Fund will not maintain a dollar-weighted average
portfolio maturity which exceeds 90 days.

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. It is expected, however, that the net asset
values of the three classes will tend to converge immediately after the
recording of dividends, which will differ by approximately the amount of the
distribution and service related expense accrual differential among the classes.

SHARE CERTIFICATES. The Fund does not ordinarily issue certificates
representing shares of the Funds. Instead, shares are held on deposit for
shareholders by the Fund's Transfer Agent, which sends a statement of shares
owned in each Fund to shareholders following each transaction in the
shareholder's account. Certificates for full shares only (other than the Money
Market Fund) are available at no charge at any time upon written request to the
Transfer Agent. Special shareholder services such as telephone redemptions,
exchanges, electronic funds transfers and wire orders are not available as to
certificated shares.

SHAREHOLDER
SERVICES

For the convenience of investors, the following plans are available:

AUTOMATIC REINVESTMENT PLAN

Dividends and capital gains distributions may be automatically reinvested in the
same Class of shares or, at the investor's election, may be paid out in cash. No
sales charge is applied upon reinvestment of dividends or capital gains. This
does not apply to Money Market Fund dividends invested in another Fund.

AUTOMATIC BANK DRAFT PLAN

An investor's bank account may be debited monthly for automatic investment into
one or more of the Funds for each Class.

AUTOMATIC INVESTMENT PLAN

An investor may debit any Fund Account of a Class 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 investor may then choose to have $50 or more transferred to either an
established Enterprise 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

THE ENTERPRISE Group of Funds, Inc.

43
<PAGE> 48

will be applicable to the total dollar amount 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. Class
A investors wishing to enter into a Letter of Intent in conjunction with their
investment in 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 the Fund which,
when combined with the value of their existing aggregate holdings of Class A
shares of the Funds of the 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 "How to
Purchase Fund Shares" above 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 a plan will be aggregated upon notification of
applicable accounts from the investor.

CHECK WRITING

Investors in the Money Market Fund Class A shares with opening balances in
excess of $5,000 may redeem shares by check (a Redemption Check), as described
under "Redemptions" below.

BANK PURCHASE AND REDEMPTION PLAN

Any investor may initiate an ACH (Automatic Clearing House) Purchase or
Redemption directly to a bank account when proper instructions have been
established on the account.

SYSTEMATIC WITHDRAWAL PLAN

The owner of $5,000 or more of a class of a Fund's shares at the offering price
(net asset value plus, in the case of Class A shares, the initial sales charge)
may provide for the payment from the owner's account of any requested dollar
amount to be paid to the owner or a designated payee monthly, quarterly,
semiannually or annually. The payee may include a life insurance company,
including MONY, the parent of Enterprise Capital. The $5,000 minimum account
size is not applicable to Individual Retirement Accounts. The minimum periodic
payment is $100. The maximum annual rate at which Class B shares may be redeemed
under a systematic withdrawal plan is 10% of the net asset value of the account.
Shares are redeemed on the fifteenth day of the month or the preceding business
day if the fifteenth is a Saturday or Sunday. 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, redemptions for the purpose of
making such payments may reduce or even exhaust the account.

The purchase of Class A shares while participating in a systematic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor is
redeeming shares upon which a sales charge may have already been paid.
Therefore, a Fund will not knowingly permit additional investments of less than
$2,000 if the investor is at the same time making systematic withdrawals.
Enterprise will waive the contingent deferred sales charge on redemptions of
Class B and C shares made pursuant to a systematic withdrawal plan. The right is
reserved to amend the systematic withdrawal plan on 30 days' notice. The

THE ENTERPRISE Group of Funds, Inc.

44
<PAGE> 49

plan may be terminated at any time by the investor or the Funds.

RETIREMENT PLANS

Shareholders may adopt Profit Sharing Plan, Money Purchase Plan, IRA and other
retirement plans funded by Fund shares and other investment which plans have
been approved by the Internal Revenue Service.

The costs of these plans (exclusive of the retirement plans on which a $10
annual custodial fee is charged) are paid by the Distributor, except for the
normal cost of issuing shares, which is paid by the Funds of the Fund.
Additional information concerning these plans is available from the Distributor
upon request.

HOW TO EXCHANGE
SHARES AMONG THE
FUNDS

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" to 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.

EXCHANGES OF CLASS A SHARES. You may exchange your Class A shares for Class A
shares of any other Enterprise Fund. Class A shares of any Enterprise Fund
cannot be exchanged for Class B, C or Y shares of any other Enterprise Fund.

EXCHANGES OF CLASS B SHARES. Class B shares of all Enterprise Funds are
exchangeable for Class B shares of any other Enterprise Fund. Class B shares of
any Enterprise Fund cannot be exchanged for Class A, C or Y shares of any other
Enterprise Fund.

EXCHANGE OF CLASS C SHARES. Class C shares of all Enterprise Funds are
exchangeable for Class C shares of any other Enterprise Fund. Class C shares of
any Enterprise Fund cannot be exchanged for Class A, B or Y shares of any other
Enterprise Fund.

Exchanges may be directed by:

1. calling: Enterprise Shareholder Services
1-800-368-3527

2. writing: Enterprise Shareholder Services
P.O. Box 419731
Kansas City, MO 64141-6731

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. Exchanges
into existing accounts are not subject to a minimum amount. Original investments
in the Money Market Fund which are transferred to other Funds are not considered
Fund exchanges but purchases.

To exchange by letter, state the name of the Fund you are exchanging from, the
account name(s) and address, the account number, the dollar amount or number of
shares to be exchanged, and the Fund into which you are exchanging. Sign your
name(s) exactly as it appears on your account statement.

The Fund reserves the right not to allow the exercise of the exchange privilege
in less than two-week intervals. The Fund reserves the right to restrict the
exchange from any Fund until funds have been held in that Fund for at least
seven days. The Fund further reserves the right to discontinue or modify the
exchange privilege on a prospective basis at any time,

THE ENTERPRISE Group of Funds, Inc.

45
<PAGE> 50

including a modification of the amount or terms of a service fee.

In addition, with regard to exchange requests made by market timers on behalf of
clients, the Fund reserves the right to delay settlement up to seven days if it
is determined by the Fund Manager that immediate settlement would harm the Fund.
Before engaging in an exchange transaction, a shareholder should read carefully
the parts of this Prospectus describing the Fund into which the exchange will
occur. See "Investment Objectives and Policies of the Funds." Shareholders must
elect to authorize the Fund's transfer agent to act upon telephone exchange
requests. Shareholders are subject to risk should they elect to exchange by
telephone in that neither the Fund nor the Transfer Agent will be liable for
properly acting upon telephone instructions believed to be genuine. The Fund
employs reasonable procedures to confirm that instructions communicated by
telephone are genuine, and should the Fund or its transfer agent fail to
institute such procedures, the Fund may be liable for any losses due to
unauthorized or fraudulent instructions. Telephone exchanges are activated by
instructions received from a shareholder or any person claiming to act as the
shareholder's representative who can provide the Transfer Agent with account
registration information.

Exchanges are taxable as redemptions on which gains or losses may be recognized.

HOW TO REDEEM
FUND SHARES

Any shareholder may require the Fund to redeem his or her shares in any Fund.
The redemption price will be the net asset value per share next determined after
receipt of all required information.

REDEMPTIONS

Redemptions may be made: (1) by telephone; (2) in writing; (3) by wire, if the
appropriate request forms have been submitted; or (4) as to the Class A Money
Market Fund, by check writing. Payment for shares redeemed will be made within
seven days after the request has been properly made and received. Shares
purchased by check may be redeemed once the check has cleared, which may take up
to 10 days.

TELEPHONE REDEMPTIONS

The Fund accepts telephone requests for redemptions from shareholders who have
authorized this service. Telephone requests for redemption may be made by
calling the Transfer Agent at 1-800-368-3527. Anyone making a telephone
redemption request must furnish: (1) the name and address of record of the
registered owner(s); (2) the account number; (3) the amount to be withdrawn; and
(4) 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 any other Fund. All telephone redemption
instructions are recorded and are limited to requests of $50,000 or less.
Shareholders also have the option to have redemption proceeds transferred
directly to a bank account through the Automatic Clearing House (ACH) system.
All applicable bank information must be established on the account before this
type of redemption is initiated. Shareholders are subject to risk should they
elect to redeem by telephone in that 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, the Fund may be liable for any losses due to unauthorized or
fraudulent instructions.

WRITTEN REDEMPTIONS

Redemption requests may be made in writing, accompanied by any issued share
certificates, to:

Enterprise Shareholder Services
P.O. Box 419731
Kansas City, MO 64141-6731

THE ENTERPRISE Group of Funds, Inc.

46
<PAGE> 51

record or to a person other than the registered holder. A signature guarantee
may be secured from a member firm of a domestic securities exchange or by a
commercial bank, savings and loan association, credit union or trust company.
Further documentation may be requested, and a signature guarantee is always
required, from corporations, executors, administrators, trustees or guardians.

WIRE REDEMPTIONS

For a separate $10 charge, redemptions for a maximum of $250,000 will be wired
at your request. On written requests, funds may be wired to any bank. On a
telephone request, funds may be wired only to the bank previously designated by
you in writing. If a shareholder has given authorization for expedited wire
redemption, shares can be redeemed and the proceeds sent by federal wire
transfer to a single, previously designated bank account. Requests received
prior to 4:00 p.m. (Eastern time) by the Fund's Transfer Agent, will result in
shares being redeemed at the next determined net asset value, and the proceeds
normally will be sent to the designated bank account the following business day.
Delivery of the proceeds of a wire redemption request may be delayed by the Fund
for up to seven days if the Fund deems it appropriate under the then current
market conditions. Once authorization is on file, the Transfer Agent will honor
requests by any authorized person at 1-800-368-3527. This privilege may not be
used to redeem shares in certificated form. To change the name of the single
designated bank account to receive wire redemption proceeds, it is necessary to
send a written request with signature(s) guaranteed to the Transfer Agent.

CHECK WRITING

A check redemption feature is available on the Money Market Fund Class A shares
in accounts with opening balances of more than $5,000. 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 any given month will be subject to a $5
fee. Redemption Checks are free and may be obtained by contacting Enterprise
Shareholder Services, at the telephone number or address set forth above. A $25
fee will be imposed on any account for stopping payment of a Redemption Check
upon request by the shareholder. 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 contingent deferred sales charge as described below.
The amount of the check will be honored in full only if there are sufficient
funds available in the account to cover the fee amount of the check plus
applicable contingent deferred sales charge, if any.

CONTINGENT DEFERRED SALES CHARGE --
LARGE ORDER NAV PURCHASE PRIVILEGE

A contingent deferred sales charge of 1% may be imposed upon redemption of Class
A shares that are purchased in an amount in excess of $1,000,000 if they are
redeemed within two years of purchase. The charge will not be imposed upon
redemption of reinvested dividends or share appreciation. The charge is applied
to the value of the shares redeemed excluding amounts not subject to the charge.
The contingent deferred sales charge will be waived in the event of: (a)
redemptions (other than redemption of the entire plan) by a participant-directed
qualified retirement plan described in Code Section 401(a) or a
participant-directed non-qualified deferred compensation plan described in Code
Section 457; (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); and (d) redemptions under the Fund's Systematic
Withdrawal Plan at a maximum of 10% per year of the net asset value of the
account.

THE ENTERPRISE Group of Funds, Inc.

47
<PAGE> 52

CONTINGENT DEFERRED SALES CHARGE --
CLASS B AND C SHARES

A contingent deferred sales charge may be imposed upon redemption of Class B and
C shares. There is no such charge upon redemption of any share appreciation or
reinvested dividends on Class B and C shares. Appreciation is the difference
between the share cost of the lot (net asset value at time of purchase) and the
current price at the time of redemption multiplied by the number of shares
redeemed. Redemption must occur to realize appreciation.

The contingent deferred sales charge will be waived: (a) in the event of total
disability (as evidenced by a determination of the federal Social Security
Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of shares being redeemed; (b) in the event of the
death of the shareholder (including registered joint owner); (c) for redemptions
made pursuant to a systematic withdrawal plan (see "Special
Features -- Systematic Withdrawal Plan" above); and (d) 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.

The CDSC on Class B shares is computed at the following rates applied to the
value of the shares redeemed excluding amounts not subject to the charge.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
YEAR OF REDEMPTION AFTER PURCHASE SALES CHARGE
- --------------------------------- -------------------
<S> <C>
First.......................... 5%
Second......................... 4%
Third.......................... 4%
Fourth......................... 3%
Fifth.......................... 2%
Sixth.......................... 1%
</TABLE>

The following example will illustrate the operation of the contingent deferred
sales charge. Assume that an investor takes a single purchase of $10,000 of the
Fund's Class B shares and that 16 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. If the investor were then to redeem the
$6,000 in share value, the contingent deferred sales charge would be payable
only with respect to $5,000 because neither the $500 of reinvested dividends nor
the $500 of share appreciation is subject to the charge. The charge would be at
the rate of 4% ($200) because it was in the second year after the purchase was
made.

Class C shares are subject to a 1.00% CDSC for one year from the date the order
is received.

The rate of the contingent deferred sales charge is determined by the length of
the period of ownership. Investments are tracked on a daily basis. The period of
ownership for this purpose begins the first day in which the order for the
investment is received. For example, a Class B investment made in June, 1996
will be eligible for the 4% charge if redeemed on or after June 1, 1997. In the
event no specific order is requested, the redemption will be made first from
shares representing dividends and then from the earliest purchase of shares.

REDEMPTIONS -- GENERAL

The Fund's Articles of Incorporation provide that it may redeem its shares in
cash or with a pro rata portion of the assets of the appropriate Fund. To date,
all redemptions have been made in cash, and the Fund anticipates that all
redemptions will be made in cash in the future, but it reserves the right to
provide redemptions in assets of a Fund should considerations and the size of
the Fund require that method of redemption. The Fund has elected 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 Fund at the
beginning of such period.

The Fund 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.

THE ENTERPRISE Group of Funds, Inc.

48
<PAGE> 53

DISTRIBUTION PLANS

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 distribution of shares of the Fund and
an account maintenance fee for shareholder servicing.

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 rates of
.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 .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 .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 .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 .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
Fund's expenses from what they would otherwise be. The Board reviews the Fund's
distribution and account maintenance fee payments and may reduce or eliminate
the fee at any time without further obligation of the Fund. The SAI contains
more information about the Adviser's Agreement and the Plans.

In addition to distribution and account maintenance fees paid by the Fund under
Class A, Class B and Class C Plans, the Adviser (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.

PERFORMANCE
COMPARISONS

Investors may look to mutual fund reporting services such as Lipper Analytical
Services, Inc., CDA Investment Technologies, Computer Directions Adviser
Services, Inc., Moody's Bond Survey Index, Nelson's Investment Manager Data
Base, Morningstar, Inc., Salomon Brothers Corporate Bond Rate-of-Return Index,
Shearson Lehman Municipal Bond Index, Bond-20 Bond Index and mortgage trade and
other publications to compare the performance of each Fund with other mutual
funds in that Fund's category. Comparative performance information from these
sources may be used by the Fund in advertising.

From time to time, articles about the Fund regarding its performance or ranking
may appear in national publications such as Kiplinger's Personal Finance

THE ENTERPRISE Group of Funds, Inc.

49
<PAGE> 54

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 Fund.
Reference to or reprints of such articles may be used in the Fund's promotional
literature.

From time to time, the Fund may advertise a Fund's "yield" and "total return."
Total return and yield are calculated separately for Class A, Class B, Class C
and Class Y shares. For Funds other than the Money Market Fund, the yield for
any 30-day (or one month) period is computed by dividing the net investment
income per share earned during such Period by the maximum public offering price
per share on the last day of the period, and then annualizing such 30-day (or
one month) yield in accordance with a formula prescribed by the SEC which
provides for compounding on a semiannual basis.

Current annualized yield quotations for the Money Market Fund are based on the
Fund's net investment income per share for a seven-day period and exclude any
realized or unrealized gains or losses on portfolio securities. The yield is
computed by determining the net change in value for a hypothetical account
having a balance of one share at the beginning of the period, excluding any
realized or unrealized gains or losses, and dividing by the price per share at
the beginning of the period (expected to remain constant at $1). The net change
is then annualized by multiplying it by 365/7, with the current yield figure
carried to the nearest one-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.

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.

Advertisements of a Fund's total return disclose the Fund's average annual
compounded total return for its most recently completed fiscal year and the
appropriate periods since the Fund's inception. The Fund's total return for each
such period is computed by finding, through the use of a formula prescribed by
the SEC, the average annual compounded rates of return over the period that
would equate an assumed initial amount invested to the value of the investment
at the end of the period. For purposes of computing total return, income
dividends and capital gains distributions paid on shares of the Fund are assumed
to have been reinvested when received and the front end sales charge applicable
to sales of the Fund shares (other than the Money Market Fund) is assumed to
have been paid.

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 indexes, please request a copy of an Annual Report to
Shareholders from the Fund.

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, portfolio expenses and other factors.

THE ENTERPRISE Group of Funds, Inc.

50
<PAGE> 55

MANAGEMENT OF THE FUND

DIRECTORS

The Board of Directors of the Fund is responsible for the management of the
business of the Fund under the laws of Maryland, and it is primarily responsible
for reviewing the activities of the Adviser, the various Fund Managers and the
Distributor under the Investment Adviser's Agreement, the Fund Manager's
Agreements, the Distributor's Agreement and the Plans which relate to the
operations of the Fund and its Funds. Information concerning the Directors,
including their names, positions, terms of office and principal occupations
during the past five years, is contained in the Statement of Additional
Information.

INVESTMENT ADVISER ARRANGEMENTS

The Fund has entered into an Investment Adviser's Agreement with the Adviser
which, in turn, has entered into Fund Manager's Agreements with each of the Fund
Managers discussed below. The Adviser acts as the Fund Manager for the Money
Market Fund. It is the Adviser's responsibility to select, subject to the Board
of Directors' review and approval, Fund Managers who have distinguished
themselves by able performance in their respective areas of responsibility and
to review their continued performance. The Adviser is assisted in this duty by
Evaluation Associates, Inc., which has had 26 years of experience in evaluating
investment advisers for individuals and institutional investors.

The Adviser and the Fund have received an exemptive order from the Securities
and Exchange Commission which permits the Fund to enter into or amend Fund
Manager's Agreements without obtaining shareholder approval each time.
Shareholders voted affirmatively to give the Fund this ongoing authority. With
Board approval, the Adviser is permitted to employ new Fund Managers for the
Funds, change the terms of the Fund Manager's 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's Agreements that occur under these arrangements.

The Adviser is also responsible for conducting all operations of the Fund except
those operations contracted to the Transfer Agent and Custodian. The Adviser is
a subsidiary of MONY, one of the nation's largest insurance companies. The
Adviser, which was incorporated in 1986, served as principal investment adviser
to Alpha Fund, Inc., the predecessor of the Fund's Growth Fund. The Adviser also
serves as investment adviser to Enterprise Accumulation Trust which had assets
of $4.2 billion at March 31, 1998. Performance of similar portfolios of
Enterprise Accumulation Trust may differ from the Fund due to a number of
factors including the size of the Funds, investment cash flows and redemptions.
The Adviser's address is Atlanta Financial Center, 3343 Peachtree Road, N.E.,
Suite 450, Atlanta, Georgia 30326.

As part of its operational responsibilities, the Adviser has undertaken to
review each of its internal systems and obtain assessments from each service
provider, including Fund Managers, of Year 2000 issues which could potentially
impact services to the Fund. The Adviser is unaware of any Year 2000 issues
which remain unresolved or have been identified as unresolvable. In addition,
the Adviser has established a timetable to periodically re-evaluate systems to
ensure that new issues or those which may not previously have been identified
are addressed and resolved in an expeditious manner. The Adviser does not
anticipate any material expenditures for monitoring Year 2000 issues.

FUND MANAGERS

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respective Fund Managers. Fund Managers typically manage assets for
institutional investors and high net worth individuals. Collectively, the Fund
Managers manage assets in excess of $275 billion for all clients, including The
Enterprise Group of Funds.

GROWTH FUND

The Fund Manager of the Growth Fund is Montag & Caldwell, Inc. ("Montag &
Caldwell"). Its address is 1100 Atlanta Financial Center, 3343 Peachtree Road,
N.E., Atlanta, Georgia 30326, and it is controlled by Allegheny Corporation. It
has served as investment adviser to Alpha Fund, Inc., the predecessor of the
Growth Fund, since the Fund was organized in 1968. Montag & Caldwell and its
predecessors have been engaged in the business of providing investment
counseling to individuals and institutions since 1945. Ronald E. Canakaris,
President and Chief Investment Officer, is responsible for the day-to-day
investment management of the Fund and has more than 30 years' experience in the
investment industry. He has been President of Montag & Caldwell for more than 14
years and has served as Fund Manager since inception. Total assets under
management for all clients at March 31, 1998, approximated $20.6 billion. Usual
investment minimum: $40 million. Representative clients include: Black & Decker,
Bristol-Myers Squibb and Wake Forest University. The management fee paid by the
Growth Fund is .75% of net assets, and the Fund Manager receives .30% for assets
under management of that fee up to $100,000,000; .25% for assets from
$100,000,000 to $200,000,000; and .20% for assets greater than $200,000,000.

GROWTH AND INCOME FUND

The Fund Manager of the Growth and Income Fund is Retirement System Investors
Inc. ("RSI") which is a subsidiary of Retirement System Group Inc. Its address
is 317 Madison Ave., New York, New York 10017. James P. Coughlin, President and
Chief Investment Officer, is responsible for the day-to-day management of the
Fund and has more than 30 years' experience in the investment industry. He has
served as President and Chief Investment Officer of RSI since 1989. Total assets
under management for RSI were $549.7 million as of March 31, 1998. The
management fee is .75%, and the Fund Manager receives .30% for assets under
management of that fee up to $100,000,000; .25% on the next $100,000,000; and
.20% for assets greater than $200,000,000.

EQUITY FUND

The Fund Manager of the Equity Fund is OpCap Advisors which is a subsidiary of
Oppenheimer Capital, a general partnership. OpCap's address is One World
Financial Center, New York, New York 10281. Eileen Rominger, Managing Director
of Oppenheimer Capital, is responsible for the day-to-day management of the
Fund. Ms. Rominger has more than 19 years' experience in the investment industry
and has been Managing Director of Oppenheimer Capital since 1994 and previously
served as Senior Vice President from 1986 to 1994. The Fund Manager had
approximately $67.6 billion under management as of March 31, 1998. Usual
investment minimum is $20 million. Representative clients include Pacific
Telesis Group, Caterpillar, Inc. and New York State Electric & Gas. The annual
management fee is .75% and the Fund Manager receives .40% for assets under
management of that fee up to $100,000,000 and .30% thereafter.

EQUITY INCOME FUND

The Fund Manager of the Equity Income Fund is 1740 Advisers, Inc. ("1740
Advisers"). It is a subsidiary of MONY. Its address is 1740 Broadway, New York,
New York 10019. John V. Rock, President and Director, is responsible for the
day-to-day investment management of the Fund and has more than 34 years'
experience in the investment industry. He has served as President of 1740
Advisers since 1974. Total assets under management (for the Equity Income Fund
and all other accounts managed) at March 31, 1998, were approximately $1.8
billion. Usual investment minimum: $20 million. The management fee paid by the
Equity Income Fund is .75% of net assets, and the

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Fund Manager receives .30% for assets under management of that fee up to
$100,000,000; and .25% on the next $100,000,000; and .20% thereafter.

CAPITAL APPRECIATION FUND

The Fund Manager of the Capital Appreciation Fund is Provident Investment
Counsel, Inc. ("PIC"). PIC traces its origins to an investment partnership
formed in 1951. PIC is a wholly owned subsidiary of United Asset Management,
Inc. Its address is 300 North Lake Avenue, Pasadena, California 91101. Jeffrey
J. Miller is a Managing Director of the firm and is responsible for the
day-to-day management of the Fund. He has more than 25 years' experience in the
investment industry. He has been Managing Director of PIC since 1972. As of
March 31, 1998, total assets under management for all clients were $18.3
billion. Usual investment minimum: $5 million. Representative clients include:
Pennsylvania State Employees Retirement System, Kansas Public Employees
Retirement System and United Methodist Church Board of Pensions. The management
fee is .75% and the Fund Manager receives .50% for assets under management of
that fee up to $100,000,000; .45% for assets under management for the next
$100,000,000; .35% for assets greater than $200,000,000 up to $300,000,000; and
.30% thereafter.

SMALL COMPANY GROWTH FUND

The Fund Manager of the Small Company Growth Fund is William D. Witter, Inc.
("Witter"). Witter is owned by its employees. Its officers are at One Citicorp
Center, 153 East 53rd Street, New York, New York 10022. William D. Witter,
President, and Paul B. Phillips, Managing Director, are responsible for the
day-to-day management of the Fund. They have more than 80 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 Witter from 1986
to 1995. As of June 30, 1998, total assets under management for all clients were
$900 million. Usual investment minimum is $1 million. The management fee is
1.00% and the Fund Manager receives .65% for assets under management of that fee
up to $50 million; .55% for assets under management for the next $50 million;
and .45% for assets thereafter.

SMALL COMPANY VALUE FUND

The Fund Manager of the Small Company Value Fund is Gabelli Asset Management
Company. Gabelli is a wholly owned subsidiary of Gabelli Funds, Inc. Its offices
are located at One Corporate Center, Rye, New York 10580. Gabelli's predecessor,
Gabelli & Company, Inc., was founded in 1977 by Mario J. Gabelli who has served
as its chief investment officer since inception and is responsible for the
day-to-day management of the Fund. He has more than 27 years' experience in the
investment industry. As of March 31, 1998, total assets under management for all
clients were $7.2 billion. Usual investment minimum is $1 million. The
management fee is .75% and the Fund Manager receives .40% for assets under
management of that fee up to $1 billion and .30% for assets in excess of $1
billion.

INTERNATIONAL GROWTH FUND

The Fund Manager of the International Growth Fund is Brinson Partners, Inc.
("Brinson"). Brinson is a wholly-owned subsidiary of UBS AG. Brinson's address
is 209 South LaSalle Street, Chicago, Illinois 60604. Day-to-day management of
this Fund is performed by a committee. As of March 31, 1998, Brinson's assets
under management for all clients approximated $98 billion. Usual investment
minimum: $25 million. The management fee is .85%, and the Fund Manager receives
.45% for assets under management up to $100,000,000; .35% for assets under
management from $100,000,000 to $200,000,000; .325% for assets from
$200,000,0000 to $500,000,000; and .25% for assets greater than $500,000,000.

GLOBAL FINANCIAL SERVICES FUND

The Fund Manager of the Global Financial Services Fund is Sanford C. Bernstein &
Co., Inc. ("Sanford

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Bernstein"). Sanford Bernstein's address is 767 Fifth Avenue, New York, New York
10153-0185. Sanford Bernstein was established in 1967 and as of June 30, 1998,
had $78 billion in assets under management. Day-to-day management of this Fund
is performed by a committee. The management fee is .85% of average daily net
assets, and of that fee, the Fund Manager receives .50% for assets up to $100
million; .40% for assets from $100 million to $300 million; .30% for assets over
$300 million.

GOVERNMENT SECURITIES FUND

The Fund Manager of the Government Securities Fund is TCW Funds Management, Inc.
The firm, founded in 1971, is a wholly owned subsidiary of TCW 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. The firm's
address is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Philip A. Barach, Managing Director, and Jeffrey E. Gundlach, Managing Director,
are responsible for the day-to-day investment management of the Fund and have
more than 35 years' combined experience in the investment industry. They have
served as Managing Directors since they joined TCW in 1987 and 1985,
respectively. As of March 31, 1998, TCW and its affiliated companies had
approximately $51.6 billion under management or committed for management in
various fiduciary and advisory capacities. Usual investment minimum: $35
million. The management fee is .60% and the Fund Manager receives .30% for
assets under management of that fee up to $50,000,000 and .25% for assets under
management greater than $50,000,000.

HIGH-YIELD BOND FUND

The Fund Manager of the High-Yield Bond Fund is Caywood-Scholl Capital
Management ("Caywood-Scholl"). This firm was formed in 1986 and has entered into
a letter of intent to be acquired by Dresdner RCM Global Investors LLC, an
affiliate of Dresdner Bank AG. The acquisition is expected to take place in
October 1998. Caywood-Scholl Capital Management's address is 4350 Executive
Drive, Suite 125, San Diego, California 92121. James Caywood, Managing Director
and Chief Executive Officer, is responsible for the day-to-day management of the
Fund. He has more than 29 years' investment industry experience. He joined
Caywood-Scholl in 1986 as Managing Director and Chief Executive Officer and has
held those positions since 1986. Caywood-Scholl provides investment advice with
respect to high-yield, low grade fixed income instruments. As of March 31, 1998,
assets under management for all clients approximated $807 million. Usual
investment minimum: $1 million. The management fee is .60%, and the Fund Manager
receives .30% for assets under management of that fee up to $100,000,000 and
.25% for assets above $100,000,000.

TAX-EXEMPT INCOME FUND

The Fund Manager of the Tax-Exempt Income Fund is MBIA Capital Management Corp.
("MBIA"). It is a wholly owned subsidiary of MBIA, Inc. MBIA's address is 113
King Street, Armonk, New York 10504. Day-to-day management of the Fund is
performed by Robert M. Ohanesian, President and Chief Investment Officer; and
Gary S. Meserole, CFA, Vice President and Fund Manager, who have combined
experience of more than 38 years in the investment industry. Mr. Ohanesian
joined MBIA in 1994 and previously served as Director of Investments for Shields
Asset Management from 1988 through 1993. As of March 31, 1998, assets under
management for all clients approximated $11.5 billion. Usual investment minimum:
$10 million. The management fee is .50% and the Fund Manager receives .15% for
assets under management of that fee.

MANAGED FUND

The Fund Manager of the Managed Fund is OpCap Advisors, a majority-owned
subsidiary of Oppenheimer Capital, a general partnership. Its address is One
World Financial Center, New York, New York 10281. Richard J. Glasebrook II,
Managing Director

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of Oppenheimer Capital is responsible for the day-to-day management of the Fund.
He has more than 24 years' investment industry experience and has served as
Managing Director of Oppenheimer Capital since 1994 and previously served as
Senior Vice President. As of March 31, 1998, Oppenheimer Capital and its
affiliates had over $67.6 billion under management. Its usual investment minimum
is $20 million. The management fee is .75% and the Fund Manager receives .40%
for assets under management of that fee up to $100,000,000 and .30% for assets
in excess of $100,000,000.

MONEY MARKET FUND

The Fund Manager of the Money Market Fund is Enterprise Capital, a wholly owned
subsidiary of MONY. Its address is Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326. Enterprise Capital utilizes the
services of The Mutual Life Insurance Company of New York employees for certain
services relating to management of the Fund. Day-to-day management of the Fund
is performed by a committee. MONY's address is 1740 Broadway, New York, New York
10019. Enterprise Capital began operating as Fund Manager on May 1, 1992. Total
Fund assets at March 31, 1998, approximated $95 million. The management fee is
.35%.

PAYMENT OF EXPENSES

The Investment Adviser's Agreement obligates the Adviser to provide investment
advisory services to the Funds of the Fund and to furnish the Fund with certain
administrative, clerical, bookkeeping and statistical services, office space and
facilities and for paying the compensation of the officers of the Fund. Each
Fund pays all other expenses incurred in its operation, and a portion of the
Fund's general administrative expenses is allocated to each Fund either on the
basis of its asset size, on the basis of special needs of such Fund, or equally,
as is deemed appropriate. These expenses include expenses such as: custodial,
transfer agent, brokerage, auditing and legal services, the printing of
Prospectuses sent to existing shareholders, expenses relating to bookkeeping and
recording and determining the net asset value of shares, and the expenses of
qualification of a Fund's shares under the federal and state securities laws.
The Fund's Board of Directors annually reviews allocation of expenses among the
Funds.

The Adviser has advised the Fund that it will reimburse such portion of the fees
due to it under the Investment Adviser's Agreement as is necessary to assure,
for the period commencing January 1, 1998, and ending no earlier than December
31, 1998, that expenses incurred by the Funds will not exceed the following
percentages of average annual assets (annualized for periods of less than a
fiscal year): Growth (A) 1.60%; (B) 2.15%; (C) 2.15%; Growth and Income (A)
1.50%; (B) 2.05%; (C) 2.05%; Equity (A) 1.60%; (B) 2.15%; (C) 2.15%; Equity
Income (A) 1.50%; (B) 2.05%; (C) 2.05%; Capital Appreciation (A) 1.75%; (B)
2.30%; (C) 2.30%; Small Company Growth (A) 1.85%; (B) 2.40%; (C) 2.40%; Small
Company Value (A) 1.75%; (B) 2.30%; (C) 2.30%; International Growth (A) 2.00%;
(B) 2.55%; (C) 2.55%; Government Securities (A) 1.30%; (B) 1.85%; (C) 1.85%;
High-Yield Bond (A) 1.30%; (B) 1.85%; (C) 1.85%; Tax-Exempt Income (A) 1.10%;
(B) 1.65%; (C) 1.65%; Managed (A) 1.75%; (B) 2.30%; (C) 2.30%; and Money Market
(A) 0.70%; (B) 0.70%; (C) 0.70%. The Fund Managers have advised the Fund that
they may assist in a portion of the above-referenced reimbursement from time to
time.

The Adviser and the Fund entered into agreements pursuant to which the Adviser
advanced on behalf of the Fund $33,748 to cover the costs of expanding the
series to include a Small Company Value Fund; $34,116 of expanding the series to
include a Managed Fund; and $40,378 for expanding the series to include an
Equity Fund and completing the appropriate registrations under the Investment
Company Act of 1940, the Securities Act of 1933, and certain state securities
laws. The agreements provide that these amounts will be repaid by each Fund, in
five equal annual increments without interest, commencing at the end of the
first fiscal year at which each such Fund have total net

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assets of $5 million or more. Each Fund has commenced such payments.

TAXES

Each Fund of the Fund has qualified and intends to continue to qualify as a
"regulated investment company" in 1998 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 provisions of the IRC which require regulated investment
companies to distribute substantially all of their net income (both ordinary
income and capital gain), the Fund will be relieved of federal income tax on the
income and capital gains distributed to shareholders.

Dividends declared out of a Fund's net investment income, taking account of its
net realized short-term capital gains to the extent that they exceed 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 (excluding capital gain dividends, as defined in the IRC) 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 out of 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 a shareholder
has held stock of the Fund and regardless of whether paid in cash or additional
shares. Recent legislation created several classes of capital gains.

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.

Distributions from retirement plans are also subject to 20% federal withholding
if the shareholder fails to provide a tax identification number to the trustee
or custodian and funds are not rolled over.

No gain or loss will be recognized by Class B shareholders upon the conversion
of Class B shares into Class A shares.

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,
gain taxable at the maximum rate of 28% if such shares were held for more than
12, but not more than 18 months, and gain taxable at the maximum rate of 20% if
such shares were held for more than 18 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 the 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 that the shares are disposed of.

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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 30 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.

TAX-EXEMPT INCOME FUND

Dividends derived from interest on Municipal Securities and designated by the
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. The percentage of income
that is tax-exempt is applied uniformly to all 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. In addition, generally 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 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.

Any loss realized on this sale or exchange of shares of the Tax-Exempt Income
Fund held for six months or less will be disallowed to this effect of any
tax-exempt interest dividend received with respect to such shares.

The treatment for state and local tax purpose of distributions 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 the 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 Fund 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 these
Fund's assets to be invested within various countries is not known. The Fund
intends to operate so as to obtain treaty-reduced rates of tax where applicable.

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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 distribution requirements specified in such tax laws. Each Fund of
the 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 Code 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 Fund's shareholders.

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

DIVIDENDS AND
DISTRIBUTIONS

It is the Fund'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 estimated 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 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 Fund 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 annually. Dividends from investment income of the Equity
Funds (except the Equity Income Fund) and Managed Fund are declared and paid
annually. Dividends on the Equity Income Fund are paid semiannually. Dividends
from investment income of the Income Funds are declared daily and paid monthly.
Dividends from investment income and any net realized capital gains of the Money
Market Fund are declared daily and reinvested monthly in additional shares of
the Money Market Fund at net asset value.

BROKERAGE
TRANSACTIONS

Each Fund Manager selects the brokerage firms which complete portfolio
transactions for that Fund, subject

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to the overall direction and review of the Adviser and the Board of Directors of
the Fund.

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 to the
Fund, the Adviser, and the respective Fund Managers, or those firms who agree to
pay certain of the Fund'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 Fund. Fund Managers may execute brokerage transactions through
affiliated broker/dealers, subject to compliance with applicable requirements of
the federal securities laws.

GENERAL
INFORMATION

ORGANIZATION OF THE FUND

The Fund was incorporated January 2, 1968, as Alpha Fund, Inc., and its name was
changed to The Enterprise Group of Funds, Inc. on September 14, 1987, and it
expanded into a series fund and Alpha Fund became the Growth Fund of the Fund.
The Money Market Fund was added commencing May 1, 1990; the Small Company Value
Fund was added commencing October 1, 1993; the Managed Fund was added commencing
October 3, 1994; the Growth and Income Fund, Equity Fund and Small Company
Growth Fund were added on May 1, 1997; and the Global Financial Services Fund
was added commencing October 1, 1998. Class B and Y shares were established May
1, 1995. Class C shares were established on May 1, 1997. The Fund is a Maryland
corporation. Each Fund of the Fund in the series is diversified, as that term is
defined in the Investment Company Act of 1940.

OTHER CLASSES OF SHARES

Each Fund currently offers four classes of shares, Class A, Class B, Class C and
Class Y, and may in the future offer additional classes. Class A, Class B and
Class C shares are the only classes of shares offered by this Prospectus. Class
Y shares are only available to certain institutional purchasers of $1 million or
more, and to The Mutual of New York Employee 401(k) Plan and the Enterprise
Capital Management, Inc. 401(k) Plan. Institutional investors eligible to
purchase Class Y shares include banks, savings institutions, trust companies,
insurance companies, investment companies as defined by 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. or other
financial institutional buyer. Wrap account clients of broker/dealers, former
Retirement System Fund Inc. shareholders, and direct referrals of Fund Managers
are offered Class Y shares at a lower minimum purchase amount.

CAPITAL STOCK

The authorized capital stock of the Fund consists of Common Stock, par value
$0.10 per share. The shares of Common Stock are divided into thirteen 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.

THE ENTERPRISE Group of Funds, Inc.

59
<PAGE> 64

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,
exchange or similar rights, and will be freely transferable. Holders of shares
of any Fund are entitled to redeem their shares as set forth under "How to
Redeem Fund Shares."

VOTING RIGHTS

Shares of each Fund are entitled to one vote per share and fractional votes for
fractional shares. The Fund's shareholders have the right to vote on the
election of Directors of the Fund and on any and all other matters on which, by
law or the provisions of the Fund's bylaws, they may be entitled to vote.

Each series (i.e., Fund) of the Fund is further divided into four classes of
shares: Class A, Class B, Class C and Class Y. Class A, Class B, Class C and
Class Y shares represent interests in the same assets of a Fund and are
identical in all respects, except that Class A and Class B, and Class C shares
bear certain expenses related to distribution and servicing of such shares.

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 Fund 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 Fund, 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.

CUSTODIAN, TRANSFER AND DIVIDEND
DISBURSING AGENT

State Street Bank & Trust Company of Boston, Massachusetts, acts as Custodian of
the Fund's assets.

National Financial Data Services, Inc. acts as the Fund'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.

REPORTS TO SHAREHOLDERS

The Fund sends to all its shareholders annual and semiannual reports, including
a list of investment securities held in the Funds.

APPENDIX

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.

THE ENTERPRISE Group of Funds, Inc.

60
<PAGE> 65

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. 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.

THE ENTERPRISE Group of Funds, Inc.

61
<PAGE> 66

<TABLE>
<S> <C>
(ENTERPRISE LOGO)
Mail to: The Enterprise Group of Funds, Inc.
P.O. Box 419731
Kansas City, MO 64141-6731
Make check payable to: The Enterprise Group of Funds, Inc.
For assistance call Enterprise Shareholder Services:
1-800-368-3527
</TABLE>

NEW ACCOUNT APPLICATION
- --------------------------------------------------------------------------------

LOGO TYPE OF ACCOUNT (PLEASE PRINT OR TYPE)

[ ] INDIVIDUAL [ ] JOINT

Name SSN#
--------------------------------------------- -------------
Joint Registrant (if any)
Name
---------------------------------------------
(Note: Use only the social security number of the first listed joint tenant)
</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>

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

LOGO MAILING ADDRESS
Street or PO Box
------------------------------------------------------------------------------------------------------------

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

Daytime Telephone
-------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
LOGO INVESTMENT INFORMATION (IF NO CLASS INDICATED, INVESTMENT WILL BE MADE IN CLASS A SHARES)
TOTAL DOLLARS INVESTED $ ___________ ($1000 MINIMUM PER CLASS PER FUND)
<S> <C> <C> <C> <C> <C> <C>

CLASS OF SHARES (CHECK ONE)
A B C

$ ____________ or _____ % Growth [ ] [ ] [ ]

$ ____________ or _____ % Growth and Income [ ] [ ] [ ]

$ ____________ or _____ % Equity [ ] [ ] [ ]

$ ____________ or _____ % Equity Income [ ] [ ] [ ]

$ ____________ or _____ % Capital Appreciation [ ] [ ] [ ]

$ ____________ or _____ % Small Company Growth [ ] [ ] [ ]

$ ____________ or _____ % Small Company Value [ ] [ ] [ ]

$ ____________ or _____ % International Growth [ ] [ ] [ ]

$ ____________ or _____ % Global Financial Services [ ] [ ] [ ]

$ ____________ or _____ % Government Securities [ ] [ ] [ ]

$ ____________ or _____ % High-Yield Bond [ ] [ ] [ ]

$ ____________ or _____ % Tax-Exempt Income [ ] [ ] [ ]

$ ____________ or _____ % Managed [ ] [ ] [ ]

$ ____________ or _____ % Money Market [ ] [ ] [ ]
</TABLE>

- --------------------------------------------------------------------------------
<PAGE> 67

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

LOGO CUMULATIVE QUANTITY DISCOUNT
The following previously established Class A Enterprise Fund
Accounts qualify for inclusion with the account established
hereby under the Cumulative Quantity Discount (Right of
Accumulation) provisions of the Prospectus for a reduced
sales charge. (see terms and conditions in Prospectus)
Account number(s) and registration:
1. ---------------------------------------------------------
2. ---------------------------------------------------------
3. ---------------------------------------------------------
</TABLE>

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

LOGO 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>
LOGO DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS
[ ] All distributions automatically reinvested
[ ] Income in cash, capital gains reinvested
[ ] Income reinvested, capital gains in cash
[ ] All distributions in cash by check
All distributions in cash, sent to bank account of record
[ ] (must complete Section 11)
Invest my income/capital gains (please circle one or both)
From the --------------------------- fund(s)
Into the --------------------------- fund (this account is
subject to the $1,000 minimum)
</TABLE>

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

<TABLE>
<S> <C> <C>
LOGO 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 [ ] I DO NOT WANT THE TELEPHONE REDEMPTION
PRIVILEGE 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>

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

LOGO 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>

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

LOGO TO BE COMPLETED BY BROKER OR DEALER
Registered Representative Name
----------------------------------------------------------------------
Representative Number
----------------------------------------------------------------------
Broker/Dealer Name
----------------------------------------------------------------------
Branch Address
----------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
<PAGE> 68

OPTIONAL FEATURES
- --------------------------------------------------------------------------------

LOGO AUTOMATIC BANK DRAFT PLAN
With this plan, Enterprise will transfer money by ACH from
your bank account to your Enterprise Fund account(s) on a
monthly basis. The automatic bank draft plan is subject to a
$100 minimum initial investment and a $25 minimum subsequent
investment per fund.

[ ] Invest $ into the
------------------

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

[ ] Fund(s) on the day of each month beginning
---------
---------------
</TABLE>

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

LOGO BANK ACCOUNT OF RECORD
(Please attach a voided check to this application)
Bank Name
---------------------------------------------------------------------
Bank Address
---------------------------------------------------------------------
City State
---------------------------------------------------------------------
Zip Code
-------------------------------------------------------------
Bank ABA # Bank Account #
-----------------------------------------------------------
Account Name
---------------------------------------------------------
</TABLE>

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

LOGO AUTOMATIC DOLLAR COST AVERAGING PLAN (REINVEST FROM YOUR
MONEY MARKET FUND)
With this plan, Enterprise will transfer money directly from
your Enterprise Money Market account into whichever
Enterprise funds you choose. This plan is subject to a
$1,000 minimum initial investment in the fund that is to be
debited. You may choose to have $50 or more transferred
within the same class of shares to either an established
Enterprise Fund, or you may open a new account subject to an
initial minimum of $100.
[ ] Invest $ into the
-------------------- ------------------------
[ ] Fund(s) on the day of each month beginning
---------- ---------
</TABLE>

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

LOGO CHECKWRITING
(Subject to a $5,000 minimum investment and $500 minimum per
check)
(OPTIONAL -- COMPLETE FOR ENTERPRISE CLASS A MONEY MARKET
FUND ONLY)
If you wish to have checkwriting privileges, complete and
sign below.
Account Name
------------------------------------------------------------
(must be the same as Shareholder Account Registration)

Authorized Signature(s)
------------------------------------------------------------

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

<TABLE>
<S> <C> <C>
Check one:
--------------- All signatures required
--------------- One signature is required
--------------- Shareholder is a Trust, Corporation or other
organization
--------------- Total number of signatures required
In signing this signature card, the signator(s) signifies his/her
agreement to be subject to the rules and regulations of State Street
Bank and Trust Company pertaining thereto and as amended from time to
time and subject to the conditions printed in the Prospectus.
</TABLE>

- --------------------------------------------------------------------------------
<PAGE> 69

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

LOGO SYSTEMATIC WITHDRAWAL PLAN
This plan makes it easy for you to receive regular income
from your investment, have checks deposited into your bank
account, or have this income sent to a third party. Minimum
account balance of $5,000 is required. For additional
information, please see the Prospectus.
I wish to open a systematic withdrawal account:
[ ] In a new account established with this application
[ ] In an existing account

-----------------------------------------------------------
Fund, account number and registration
Please redeem sufficient shares on the 15(th) day of the
month. ($100 minimum)
[ ] Monthly amount of $
--------------------
[ ] Quarterly amount of $
------------------
[ ] Annual amount of $
---------------------
</TABLE>

<TABLE>
<S> <C> <C>
Check one:
[ ] Send checks to the address of registration.
[ ] Deposit checks into my bank account. (Section 11 of this
application must be completed.)
[ ] Send checks to the following third party:

------------------------------------------------------------
First Name Middle Initial Last Name

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

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

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

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

LOGO SIGNATURES
The undersigned warrants that I (we) have full authority to
elect the above options for my Enterprise Account. If this
is a new account, this page must accompany a new account
application. If this is an existing account, please list the
account number below:

------------------------------------------------------------
Enterprise Account number and registration

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

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

<TABLE>
<S> <C>
NOTE:
IF THIS CHECKWRITING CARD (SEE REVERSE) IS SIGNED BY MORE DEPOSITOR(S) HEREBY AUTHORIZE THE ACCOUNT OR ITS REDEMPTION
THAN ONE PERSON, ALL CHECKS WILL REQUIRE ONLY ONE OF THE AGENT TO HONOR REDEMPTION REQUESTS PRESENTED IN THE ABOVE
SIGNATURES APPEARING EXACTLY AS ABOVE UNLESS OTHERWISE MANNER BY THE AGENT. THE ACCOUNT AND ITS REDEMPTION AGENT
INDICATED. EACH PERSON GUARANTEES THE GENUINENESS OF THE WILL NOT BE LIABLE FOR ANY LOSS, EXPENSE, COST OR DAMAGE
OTHER'S SIGNATURE. CHECKS MAY NOT BE FOR LESS THAN $500. ARISING OUT OF CHECK REDEMPTION. SHARES OF THE ACCOUNT WHICH
CANCELLED CHECKS WILL BE RETURNED ONCE MONTHLY FOLLOWING THE WERE PURCHASED BY CHECK WITHIN FIFTEEN (15) CALENDAR DAYS
MONTH IN WHICH THEY ARE CLEARED BY THE AGENT. WILL NOT BE REDEEMED UNTIL THE END OF SUCH TIME PERIOD. THE
AGENT HAS THE RIGHT NOT TO HONOR CHECKS IN AMOUNTS EXCEEDING
STATE STREET BANK AND TRUST COMPANY IS HEREBY APPOINTED THE VALUE OF THE DEPOSITOR(S) SHAREHOLDER ACCOUNT AT THE
AGENT (AGENT) BY THE PERSON(S) SIGNING THIS CARD (THE TIME THE CHECK IS PRESENTED FOR PAYMENT. IF YOUR ACCOUNT IS
"DEPOSITOR(S)") AND, AS AGENT, IS AUTHORIZED AND DIRECTED TO SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE, PLEASE SEE
PRESENT CHECKS DRAWN ON THIS CHECKING ACCOUNT TO THE THE PROSPECTUS FOR ADDITIONAL TERMS AND CONDITIONS.
DESIGNATED FUND ("ACCOUNT") OR ITS REDEMPTION AGENT AND AS THE AGENT RESERVES THE RIGHT TO CHANGE, MODIFY OR TERMINATE
REQUESTS TO REDEEM SHARES OF THE ACCOUNT REGISTERED IN THE THIS CHECKING ACCOUNT AT ANY TIME UPON NOTIFICATION MAILED
NAME OF THE DEPOSITOR(S) IN THE AMOUNTS OF SUCH CHECKS AND TO THE ADDRESS OF RECORD OF THE DEPOSITOR(S).
TO DEPOSIT THE PROCEEDS OF SUCH REDEMPTIONS. THE AGENT SHALL
BE LIABLE ONLY FOR ITS OWN NEGLIGENCE.
</TABLE>
<PAGE> 70

Investment Adviser
Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022

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

Custodian
State Street Bank and Trust Company
Boston, MA

Transfer Agent
National Financial Data Services, Inc.
1004 Baltimore Ave.,
2nd Floor
Kansas City, MO 64105-2112
Telephone: 1-800-368-3527 (Toll Free)

Independent Accountants
PricewaterhouseCoopers LLP
Atlanta, GA

Member - Investment Company Institute

[Enterprise Group of Funds(TM) Logo]

1-800-432-4320

www.enterprisefunds.com

<PAGE> 71

THE ENTERPRISE GROUP OF FUNDS, INC.

Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 450
Atlanta, Georgia 30326
For Shareholder Information Call 1-800-368-3527

PROSPECTUS
DATED OCTOBER 1, 1998

Growth Fund
Growth and Income Fund
Equity Fund
Equity Income Fund
Capital Appreciation Fund
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund

Income Funds

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

Flexible Fund

Managed Fund

Money Market Fund

PLEASE NOTE THAT THESE FUNDS ARE NOT BANK DEPOSITS; ARE NOT FEDERALLY INSURED;
ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY; AND ARE NOT GUARANTEED TO
ACHIEVE THEIR GOAL(S).

THE ENTERPRISE Group of Funds, Inc.
<PAGE> 72

SUMMARY OF FUND EXPENSES

<TABLE>
<CAPTION>
SMALL SMALL
GROWTH AND EQUITY CAPITAL COMPANY COMPANY
GROWTH INCOME EQUITY INCOME APPRECIATION GROWTH VALUE
FUND FUND FUND FUND FUND FUND FUND
--------- ---------- --------- --------- ------------ --------- ---------
CLASS OF SHARES: Y Y Y Y Y Y Y
---------------- --------- ---------- --------- --------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Initial Sales Load Imposed on
Purchase (as a % of offering price)..... none none none none none none none
Maximum Deferred Sales Load............... none none none none none none none
Maximum Sales Load Imposed On Reinvested
Dividends............................... none none none none none none none
Exchange Fee.............................. none none none none none none none
Redemption Fee............................ none none none none none none none
ANNUAL FUND OPERATING EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee(1)......................... 0.75% 0.75% 0.75% 0.75% 0.75% 1.00% 0.75%
12b-1..................................... none none none none none none none
Other Expenses (net of
reimbursements)(2)...................... 0.22% 0.30% 0.40% 0.30% 0.45% 0.40% 0.55%
---- ---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (NET OF
REIMBURSEMENTS)(2)...................... 0.97% 1.05% 1.15% 1.05% 1.20% 1.40% 1.30%
==== ==== ==== ==== ==== ==== ====
EXAMPLE 1: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment assuming
(a) payment of the maximum sales charge (none), (b) a 5% annual return, and (c) redemption at the end of the time period.
1 Year.................................... $ 10 $ 11 $ 12 $ 11 $ 12 $ 14 $ 13
3 Years................................... 31 33 37 33 38 44 41
5 Years................................... 54 58 63 58 66 77 71
10 Years.................................. 119 128 140 128 145 168 157
</TABLE>

THE EXAMPLES SHOULD NOT BE CONSIDERED INDICATIONS OF PAST OR FUTURE EXPENSES OR
PERFORMANCE, AND ACTUAL EXPENSES OR PERFORMANCE MAY VARY FROM THOSE SHOWN.

The purpose of this table is to help you understand the various costs and
expenses that you will bear directly or indirectly.

If your account balance is $1,000 or less, you will be charged a $25 account
maintenance fee. This fee does not apply to Automatic Bank Draft Plan Accounts,
Automatic Investment Plan Accounts, and Retirement Plans.

(1) These fees may be higher than that of other Funds. However, the Board of
Directors has determined that such fees are reasonable in light of the services,
investment decisions and investment techniques employed.

(2) Reflects reimbursement of expenses by the Adviser. Absent these
reimbursements, Other Expenses and Total Fund Operating Expenses would have
been: 0.93% and 1.68%, respectively, for the Growth and Income Fund; 0.96% and
1.96%, respectively, for the Small Company Growth Fund; 1.10% and 1.85%,
respectively, for the Small Company Value Fund; 0.81% and 1.66%, respectively,
for the International Growth Fund; 0.42% and 1.02%, respectively, for the
Government Securities Fund; 0.42% and 1.02%, respectively, for the High-Yield
Bond Fund; and 0.60% and 0.95%, respectively, for the Money Market Fund. Other
expenses for the Global Financial Services Fund are estimated for the current
fiscal year. Expense information for the Tax-Exempt Income Fund to reflect a
reduction in the maximum expense cap to 0.65% effective October 1, 1997.

THE ENTERPRISE Group of Funds, Inc.

2
<PAGE> 73

SUMMARY OF FUND EXPENSES

<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL GOVERNMENT HIGH-YIELD TAX-EXEMPT
GROWTH FINANCIAL SECURITIES BOND INCOME MANAGED
FUND SERVICES FUND FUND FUND FUND FUND
------------- ------------- ---------- ---------- ---------- -------
CLASS OF SHARES: Y Y Y Y Y Y
---------------- ------------- ------------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Initial Sales Load Imposed on
Purchase (as a % of offering price)..... none none none none none none
Maximum Deferred Sales Load............... none none none none none none
Maximum Sales Load Imposed On Reinvested
Dividends............................... none none none none none none
Exchange Fee.............................. none none none none none none
Redemption Fee............................ none none none none none none
ANNUAL FUND OPERATING EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee............................ 0.85% 0.85% 0.60% 0.60% 0.50% 0.75%
12b-1..................................... none none none none none none
Other Expenses (net of
reimbursements)(2)...................... 0.70% 0.45% 0.25% 0.25% 0.15% 0.29%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (NET OF
REIMBURSEMENTS)(2)...................... 1.55% 1.30% 0.85% 0.85% 0.65% 1.04%
==== ==== ==== ==== ==== ====
EXAMPLE 1: You would pay the following expenses over the indicated periods in each of the Funds on a $1,000 investment
assuming (a) payment of the maximum sales charge (none), (b) a 5% annual return, and (c) redemption at the end of the
time period.
1 Year.................................... $ 16 $ 13 $ 9 $ 9 $ 7 $ 11
3 Years................................... 49 41 27 27 21 33
5 Years................................... 84 -- 47 47 36 57
10 Years.................................. 185 -- 105 105 81 127

MONEY MARKET
FUND
------------
CLASS OF SHARES: Y
---------------- ------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Initial Sales Load Imposed on
Purchase (as a % of offering price)..... none
Maximum Deferred Sales Load............... none
Maximum Sales Load Imposed On Reinvested
Dividends............................... none
Exchange Fee.............................. none
Redemption Fee............................ none
ANNUAL FUND OPERATING EXPENSES
(AS A % OF AVERAGE NET ASSETS)
Management Fee............................ 0.35%
12b-1..................................... none
Other Expenses (net of
reimbursements)(2)...................... 0.35%
----
TOTAL FUND OPERATING EXPENSES (NET OF
REIMBURSEMENTS)(2)...................... 0.70%
====
EXAMPLE 1: You would pay the following exp
assuming (a) payment of the maximum sale
time period.
1 Year.................................... $ 7
3 Years................................... 22
5 Years................................... 39
10 Years.................................. 87
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

3
<PAGE> 74

Set forth below are the 14 Funds, their Fund Managers, and investment
objectives. The Fund is a diversified, open-end management investment
company. Enterprise Capital Management, Inc. (the "Adviser") serves as
investment adviser. The Fund consists of common stock divided into 14
Funds consisting of four separate classes for each Fund. Shares are
transferable within each class.

<TABLE>
<CAPTION>
FUND MANAGER INVESTMENT OBJECTIVES
------------ ---------------------
<S> <C> <C> <C>
EQUITY FUNDS
GROWTH FUND Capital appreciation, primarily from investments
Montag & Caldwell, Inc. in common stocks.
Atlanta, Georgia
- ------------------------------------------------------------------------------------------------------------
GROWTH AND INCOME FUND Total return in excess of the total return of the
Retirement System Investors Inc. Lipper Growth and Income Mutual Funds Average
New York, New York measured over a period of three to five years, by
investing primarily in a broadly diversified group
of large capitalization stocks.
- ------------------------------------------------------------------------------------------------------------
EQUITY FUND Long term capital appreciation, primarily from
OpCap Advisors investments in securities of companies that are
New York, New York believed by the Fund Manager to be undervalued.
- ------------------------------------------------------------------------------------------------------------
EQUITY INCOME FUND A combination of growth and income to achieve an
1740 Advisers, Inc. above average and consistent total return,
New York, New York primarily from investments in dividend-paying
common stocks.
- ------------------------------------------------------------------------------------------------------------
CAPITAL APPRECIATION FUND Maximum capital appreciation, primarily through
Provident Investment Counsel, Inc. investment in common stock of companies that
Pasadena, California demonstrate accelerating earnings momentum and
consistently strong financial characteristics.
- ------------------------------------------------------------------------------------------------------------
SMALL COMPANY GROWTH FUND Capital appreciation by investing primarily in
William D. Witter, Inc. common stocks of small companies with strong
New York, New York earnings growth and potential for significant
capital appreciation.
- ------------------------------------------------------------------------------------------------------------
SMALL COMPANY VALUE FUND Maximum capital appreciation, primarily through
Gabelli Asset Management Company investment in the equity securities of companies
Rye, New York that have a market capitalization of no more than
$1 billion.
- ------------------------------------------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND Capital appreciation, primarily through a
Brinson Partners, Inc. diversified portfolio of non-U.S. equity
Chicago, Illinois securities.
- ------------------------------------------------------------------------------------------------------------
GLOBAL FINANCIAL SERVICES FUND Capital appreciation, primarily through investment
Sanford C. Bernstein & Co., Inc. in common stocks of domestic and foreign financial
New York, New York services companies.
- ------------------------------------------------------------------------------------------------------------
INCOME FUNDS
GOVERNMENT SECURITIES FUND Current income and safety of principal, primarily
TCW Funds Management, Inc. from securities that are obligations of the U.S.
Los Angeles, California Government, or its agencies, or its
instrumentalities.
- ------------------------------------------------------------------------------------------------------------
HIGH-YIELD BOND FUND Maximum current income, primarily from debt
Caywood-Scholl Capital Management securities that are rated Ba or lower by Moody's
San Diego, California Investors Service, Inc. or BB or lower by Standard
& Poor's Corporation.
- ------------------------------------------------------------------------------------------------------------
TAX-EXEMPT INCOME FUND A high level of current income exempt from federal
MBIA Capital Management Corp. income tax, with consideration given to
Armonk, New York preservation of principal, primarily from
investment in a diversified Fund of long-term
investment grade municipal bonds.
- ------------------------------------------------------------------------------------------------------------
FLEXIBLE FUND
MANAGED FUND Growth of capital over time through investment in
OpCap Advisors a Fund consisting of common stocks, bonds and cash
New York, New York equivalents, the percentages of which will vary
based on the Fund Manager's assessments of
relative investment values.
- ------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND
MONEY MARKET FUND The highest possible level of current income
Enterprise Capital Management, Inc. consistent with preservation of capital and
Atlanta, Georgia liquidity by investing in obligations maturing in
one year or less from the time of purchase.
</TABLE>

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

THE ENTERPRISE Group of Funds, Inc.

4
<PAGE> 75

INVESTMENT RISK FACTORS

The risk characteristics of each Fund are different. In general, investors
should consider the following risks: An investment in any of the Funds carries
the risk that the net asset value of the Fund shares will fluctuate in response
to market conditions. Further, an investment in any of the Income Funds carries
the risk that the issuers of securities in the Income Funds may default on the
payment of principal and interest. An investment in the High-Yield Bond Fund
carries an increased risk that issuers of securities in which the High-Yield
Bond Fund invests may default in the payment of principal and interest as
compared to the risk of such defaults in the other Income Funds. In addition, an
investment in the High-Yield Bond Fund may be subject to certain other risks
relating to the market price, relative liquidity in the secondary market and
sensitivity to interest rate and economic changes of the noninvestment grade
securities in which the High-Yield Bond Fund invests that are higher than may be
associated with higher rated, investment grade securities. The Small Company
Growth and Small Company Value Funds carry an increased risk that smaller
capitalization companies may experience higher growth rates and higher failure
rates than do larger companies. The limited volume and frequency of trading of
small capitalization companies may subject their stocks to greater price
deviations than stocks of larger companies. The International Growth Fund and
the Global Financial Services Fund carry additional risks associated with
possibly less stable foreign securities and currencies. Because of the
short-term nature of the Money Market Fund's investments, an investment in
shares of the Money Market Fund is subject to relatively little market risk and
financial risk, but is subject to a high level of current income volatility. In
addition, the Money Market Fund uses the amortized cost method to value its Fund
securities and seeks to maintain a constant net asset value of $1.00 per share.
There is no assurance that this Fund will be able to maintain this constant net
asset value. See "Certain Investment Techniques and Associated Risks."

PURCHASE ALTERNATIVES

Each Fund offers four Classes of shares. Shares of each Class are generally
offered at the net asset value next determined after receipt of your purchase
order plus (i) an initial ("front-end") sales charge (Class A shares) or (ii) a
deferred sales charge (Class B and C shares). The following is a brief
description of the Y Class of shares offered. Class A, Class B, Class C shares
are offered pursuant to a separate prospectus.

CLASS Y SHARES: Class Y shares do not incur an initial sales charge
when purchased. Class Y shares are not subject to any
ongoing distribution fees or service fees. Class Y
shares are subject to an investment of $1,000,000.
Institutional investors eligible to purchase Class Y
shares include banks, savings institutions, trust
companies, insurance companies, investment companies
as defined by 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. ("RSF")
whose shares were merged into The Enterprise Group of
Funds, Inc., direct referrals of Fund Managers or
Evaluation Associates, Inc. ("EAI"), or other
financial institutional buyer. Wrap account clients
of broker/dealers, former RSF shareholders, and
direct referrals of Fund Managers or Evaluation
Associates, Inc. ("EAI") are offered Class Y shares
at a lower minimum purchase amount.

THE ENTERPRISE Group of Funds, Inc.

5
<PAGE> 76

FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGH THE PERIODS INDICATED)

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS FOR THE PERIOD
ENDED YEAR ENDED AUGUST 8 THROUGH
GROWTH FUND (CLASS Y) JUNE 30, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of
period........................ $ 17.02 $ 13.12 $ 11.96
Net investment income (loss)... (0.01) (0.02) 0.00
Net realized and unrealized
gains (losses) on
investments................... 3.47 4.27 1.90
------------------------------------------------------------
Total from investment
operations.................... 3.46 4.25 1.90
------------------------------------------------------------
Dividends from net investment
Income........................ 0.00 0.00 0.00
Distributions from net realized
Capital Gains................. 0.00 0.35 0.74
------------------------------------------------------------
Total distributions............ 0.00 0.35 0.74
------------------------------------------------------------
Net asset value, end of
period........................ $ 20.48 $ 17.02 $ 13.12
------------------------------------------------------------
Total return................... 20.33%(B) 32.40% 15.91%(B)
Net assets end of period (in
thousands).................... $ 61,562 $44,596 $ 2,339
Ratio of expenses to average
net assets.................... 1.03%(A) 0.97%(E) 1.10%(AE)
Ratio of expenses to average
net assets (excluding
waivers)...................... 1.03%(A) 0.97%(E) 1.10%(AE)
Ratio of net investment income
(loss) to average net
assets........................ (0.10)%(A) (0.10)% 0.04%(A)
Ratio of net investment income
(loss) to average net assets
(excluding waivers)........... (0.10)%(A) (0.10)% 0.04%(A)
Portfolio turnover............. 33.76%(A) 22.28% 29.90%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
GROWTH AND INCOME FUND SIX MONTHS ENDED OCTOBER 1 THROUGH ----------------------------------------------------------
(CLASS Y) JUNE 30, 1998 DECEMBER 31, 1997 1997 1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period....................... $ 25.24 $ 25.73 $ 20.11 $ 16.69 $12.72 $12.08 $10.98 $10.45
Net investment income
(loss)....................... 0.18 0.06 0.35 0.21 0.13 0.15 0.18 0.23
Net realized and unrealized
gains (losses) on
investments.................. 2.81 0.02 6.18 3.45 4.22 0.74 1.84 0.60
--------------------------------------------------------------------------------------------------
Total from investment
operations................... 2.99 0.08 6.53 3.66 4.35 0.89 2.02 0.83
--------------------------------------------------------------------------------------------------
Dividends from net investment
income....................... 0.00 0.11 0.20 0.24 0.16 0.14 0.28 0.08
Distributions from net
realized capital gains....... 0.00 0.46 0.71 0.00 0.22 0.11 0.64 0.22
--------------------------------------------------------------------------------------------------
Total distributions........... 0.00 0.57 0.91 0.24 0.38 0.25 0.92 0.30
--------------------------------------------------------------------------------------------------
Net asset value, end of
period....................... $ 28.23 $ 25.24 $ 25.73 $ 20.11 $16.69 $12.72 $12.08 $10.98
--------------------------------------------------------------------------------------------------
Total return.................. 11.85%(B) 0.31%(B) 33.55% 22.21% 35.24% 7.47% 19.39% 8.11%
Net assets end of period (in
thousands)................... $18,028 $15,542 $15,428 $ 8,865 $5,657 $3,639 $3,094 $1,049
Ratio of expenses to average
net assets................... 1.05%(A) 1.05%(A) 0.99% 0.97% 0.90% 0.90% 0.90% 0.90%
Ratio of expenses to average
net assets (excluding
waivers)..................... 1.49%(A) 1.68%(A) 2.20% 2.05% 2.20% 2.23% 3.33% 3.36%
Ratio of net investment income
(loss) to average net
assets....................... 0.99%(A) 0.96%(A) 0.88% 1.23% 1.52% 1.17% 1.31% 1.86%
Ratio of net investment income
(loss) to average net assets
(excluding waivers).......... 0.55%(A) 0.33% (A) (0.33)% 0.15% 0.22% (0.16)% (1.12)% (0.60)%
Portfolio turnover............ 9.07%(A) 1.46%(A) 15.69% 18.08% 25.49% 9.64% 21.79% 61.27%

<CAPTION>
FOR THE PERIOD
GROWTH AND INCOME FUND MAY 10 THROUGH
(CLASS Y) SEPTEMBER 30, 1991
- ------------------------------ ------------------
<S> <C>
Net asset value, beginning of
period....................... $10.00
Net investment income
(loss)....................... 0.14
Net realized and unrealized
gains (losses) on
investments.................. 0.31
Total from investment
operations................... 0.45
Dividends from net investment
income....................... 0.00
Distributions from net
realized capital gains....... 0.00
Total distributions........... 0.00
Net asset value, end of
period....................... $10.45
Total return.................. 4.50%(B)
Net assets end of period (in
thousands)................... $1,560
Ratio of expenses to average
net assets................... 0.90%(A)
Ratio of expenses to average
net assets (excluding
waivers)..................... 2.70%(A)
Ratio of net investment income
(loss) to average net
assets....................... 3.31%(A)
Ratio of net investment income
(loss) to average net assets
(excluding waivers).......... 1.51%(A)
Portfolio turnover............ 12.49%
</TABLE>

A Annualized
B Not Annualized
E Effective September 1, 1995, ratio includes expenses paid indirectly.

THE ENTERPRISE Group of Funds, Inc.

6
<PAGE> 77
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED)
FOR THE PERIOD
EQUITY INCOME FUND (CLASS Y) 1/22/98 THROUGH 6/30/98
- --------------------------------------------------------
<S> <C>
Net asset value, beginning of
period........................ $ 26.26
-------
Net investment income (loss)... 0.20
Net realized and unrealized
gains (losses) on
investments................... 2.32
-------
Total from investment
operations.................... 2.52
-------
Dividends from net investment
income........................ 0.24
Distributions from net realized
capital gains................. 0.00
-------
Total distributions............ 0.24
-------
Net asset value, end of
period........................ $ 28.54
-------
Total return................... 9.59%(B)
Net assets end of period (in
thousands).................... $ 116
Ratio of expenses to average
net assets.................... 1.05%(A)
Ratio of expenses to average
net assets (excluding
waivers)...................... 1.09%(A)
Ratio of net investment income
(loss) to average net
assets........................ 1.67%(A)
Ratio of net investment income
(loss) to average net assets
(excluding waivers)........... 1.63%(A)
Portfolio turnover............. 34.64%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
FOR THE PERIOD
CAPITAL APPRECIATION (CLASS Y) 5/14/98 THROUGH 6/30/98
- --------------------------------------------------------
<S> <C>
Net asset value, beginning of
period........................ $ 40.71
-------
Net investment income (loss)... (0.02)
Net realized and unrealized
gains (losses) on
investments................... 1.59
-------
Total from investment
operations.................... 1.61
-------
Dividends from net investment
income........................ 0.00
Distributions from net realized
capital gains................. 0.00
-------
Total distributions............ 0.00
-------
Net asset value, end of
period........................ $ 42.30
-------
Total return................... 3.91%(B)
Net assets end of period (in
thousands).................... $ 201
Ratio of expenses to average
net assets.................... 1.01%(A)
Ratio of expenses to average
net assets (excluding
waivers)...................... 1.01%(A)
Ratio of net investment income
(loss) to average net
assets........................ (0.58)%(A)
Ratio of net investment income
(loss) to average net assets
(excluding waivers)........... (0.58)%(A)
Portfolio turnover............. 88.49%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

7
<PAGE> 78
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED FOR THE PERIOD YEAR ENDED SEPTEMBER 30,
JUNE 30, OCTOBER 1 THROUGH -----------------------------
SMALL COMPANY GROWTH FUND (CLASS Y) 1998 DECEMBER 31, 1997 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period....... $ 23.43 $ 26.62 $ 25.08 $ 19.05 $ 14.01
Net investment income (loss)............... (0.16) (.07) (0.13) (0.17) (0.12)
Net realized and unrealized gains (losses)
on investments............................ 0.17 (2.57) 3.73 7.62 5.49
-----------------------------------------------------------------
Total from investment operations........... 0.01 (2.64) 3.60 7.45 5.37
-----------------------------------------------------------------
Dividends from net investment income....... 0.00 0.00 0.00 0.00 0.00
Distributions from net realized capital
gains..................................... 0.00 0.55 2.06 1.42 0.33
Return of Capital.......................... 0.00 0.00 0.00 0.00 0.00
-----------------------------------------------------------------
Total distributions........................ $ 0.00 0.55 2.06 1.42 0.33
-----------------------------------------------------------------
Net asset value, end of period............. $ 23.44 $ 23.43 $ 26.62 $ 25.08 $ 19.05
-----------------------------------------------------------------
Total return............................... 0.04%(B) (9.92)%(B) 16.24% 42.07% 39.20%
Net assets end of period (in thousands).... $10,890 $13,540 $15,355 $ 6,609 $ 2,950
Ratio of expenses to average net assets.... 1.40%(A) 1.40%(A) 1.84% 1.96% 1.85%
Ratio of expenses to average net assets
(excluding waivers)....................... 1.99%(A) 1.96%(A) 3.08% 3.46% 5.15%
Ratio of net investment income (loss) to
average net assets........................ (1.20)%(A) (1.12)%(A) (1.30)% (1.43)% (1.33)%
Ratio of net investment income (loss) to
average net assets (excluding waivers).... (1.79)%(A) (1.68)%(A) (2.54)% (2.93)% (4.63)%
Portfolio turnover......................... 81.12%(A) 23.68% 157.51% 77.94% 84.05%

FOR THE PERIOD
YEAR ENDED SEPTEMBER 30, MAY 10 THROUGH
----------------------------- SEPTEMBER 30,
SMALL COMPANY GROWTH FUND (CLASS Y) 1994 1993 1992 1991
- ------------------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period....... $ 14.74 $ 11.83 $ 10.54 $ 10.00
Net investment income (loss)............... (0.04) (0.13) (0.17) (0.02)
Net realized and unrealized gains (losses)
on investments............................ 1.58 4.36 1.49 0.56
Total from investment operations........... 1.54 4.23 1.32 0.54
Dividends from net investment income....... 0.00 0.11 0.00 0.00
Distributions from net realized capital
gains..................................... 2.27 1.21 0.01 0.00
Return of Capital.......................... 0.00 0.00 0.02 0.00
Total distributions........................ 2.27 1.32 0.03 0.00
Net asset value, end of period............. $ 14.01 $ 14.74 $ 11.83 $ 10.54
Total return............................... 11.89% 38.05% 13.80% 5.40%(B)
Net assets end of period (in thousands).... $ 1,825 $ 1,352 $ 684 $ 602
Ratio of expenses to average net assets.... 1.85% 1.85% 1.86% 1.85%(A)
Ratio of expenses to average net assets
(excluding waivers)....................... 6.16% 8.06% 9.76% 2.70%(A)
Ratio of net investment income (loss) to
average net assets........................ (1.37)% (1.34)% (1.10)% (0.46)%(A)
Ratio of net investment income (loss) to
average net assets (excluding waivers).... (5.68)% (7.55)% (9.00)% (1.31)%(A)
Portfolio turnover......................... 72.59% 144.49% 138.46% 25.38%
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31, FOR THE PERIOD
JUNE 30, -------------------------- MAY 25 THROUGH
SMALL COMPANY VALUE FUND (CLASS Y) 1998 1997 1996 DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period... $ 7.81 $ 5.77 $ 5.43 $ 5.37
Net investment income (loss)........... 0.01 1.45 0.01 0.04
Net realized and unrealized
gains(losses) on investments.......... 0.91 1.12 0.63 0.26
--------------------------------------------------------------
Total from investment operations....... 0.92 2.57 0.64 0.30
--------------------------------------------------------------
Dividends from net investment income... 0.00 0.00 0.00 0.04
Distributions from net realized capital
gains................................. 0.00 0.53 0.30 0.20
--------------------------------------------------------------
Total distributions.................... 0.00 0.53 0.30 0.24
--------------------------------------------------------------
Net asset value, end of period......... $ 8.73 $ 7.81 $ 5.77 $ 5.43
--------------------------------------------------------------
Total return........................... 11.78%(B) 44.53% 11.83% 5.55%(B)
Net assets end of period (in
thousands)............................ $ 243 $ 119 $ 1,926 $ 2,832
Ratio of expenses to average net
assets................................ 1.30%(A) 1.30% 1.30% 1.30%(A)
Ratio of expenses to average net assets
(excluding waivers)................... 1.35%(A) 1.85% 1.92% 1.81%(A)
Ratio of net investment income (loss)
to average net assets................. 0.19%(A) 2.74% 0.35% 0.18%(A)
Ratio of net investment income (loss)
to average net assets (excluding
waivers).............................. 0.14%(A) 2.19% (0.27)% (0.33)%(A)
Portfolio turnover..................... 50.39%(A) 62.51% 143.58% 36.50%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31, FOR THE PERIOD
JUNE 30, -------------------------- JULY 5 THROUGH
INTERNATIONAL GROWTH FUND (CLASS Y) 1998 1997 1996 DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period... $ 16.71 $ 17.10 $ 16.07 $14.93
Net investment income (loss)........... 0.13 0.17 0.14 0.02
Net realized and unrealized
gains(losses) on investments.......... 2.08 0.72 1.92 2.02
-------------------------------------------------------------
Total from investment operations....... 2.21 0.89 2.06 2.04
-------------------------------------------------------------
Dividends from net investment income... 0.00 0.15 0.16 0.14
Distributions from net realized capital
gains................................. 0.00 1.13 0.87 0.76
-------------------------------------------------------------
Total distributions.................... 0.00 1.28 1.03 0.90
-------------------------------------------------------------
Net asset value, end of period......... $ 18.92 $ 16.71 $ 17.10 $16.07
-------------------------------------------------------------
Total return........................... 13.23%(B) 5.21% 12.86% 13.65%(B)
Net assets end of period (in
thousands)............................ $13,079 $10,986 $ 8,828 $3,109
Ratio of expenses to average net
assets................................ 1.55%(A) 1.55% 1.55% 1.55%(A)
Ratio of expenses to average net assets
(excluding waivers)................... 1.59%(A) 1.66% 1.75% 1.75%(A)
Ratio of net investment income (loss)
to average net assets................. 1.46%(A) 0.95% 1.03% 0.26%(A)
Ratio of net investment income (loss)
to average net assets (excluding
waivers).............................. 1.42%(A) 0.84% 0.84% 0.05%(A)
Portfolio turnover..................... 38.09%(A) 27.08% 23.79% 31.10%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

8
<PAGE> 79
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED JULY 17 THROUGH
GOVERNMENT SECURITIES FUND (CLASS Y) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period........................ $12.02 $11.87
Net investment income (loss)................................ 0.38 0.35
Net realized and unrealized gains(losses) on investments.... 0.07 0.15
------------------------------------
Total from investment operations............................ 0.45 0.50
------------------------------------
Dividends from net investment income........................ 0.38 0.35
Distributions from net realized capital gains............... 0.00 0.00
------------------------------------
Total distributions......................................... 0.38 0.35
------
Net asset value, end of period.............................. $12.09 $12.02
------------------------------------
Total return................................................ 3.74%(B) 4.02%(B)
Net assets end of period (in thousands)..................... $7,885 $7,569
Ratio of expenses to average net assets..................... 0.85%(A) 0.85%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 0.89%(A) 1.02%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 6.25%(A) 6.40%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers) 6.21%(A) 6.23%(A)
Portfolio turnover.......................................... 14.58%(A) 9.61%(A)
</TABLE>

<TABLE>
<CAPTION>
(UNAUDITED) FOR THE PERIOD
SIX MONTHS ENDED JULY 25 THROUGH
HIGH-YIELD BOND FUND (CLASS Y) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period........................ $12.35 $12.17
Net investment income (loss)................................ 0.49 0.67
Net realized and unrealized gains (losses) on investments... 0.08 0.18
------------------------------------
Total from investment operations............................ 0.57 0.85
------------------------------------
Dividends from net investment income........................ 0.49 0.67
Distributions from net realized capital gains............... 0.00 0.00
------------------------------------
Total distributions......................................... 0.49 0.67
------------------------------------
Net asset value, end of period.............................. $12.43 $12.35
------------------------------------
Total return................................................ 4.66%(B) 5.24%(B)
Net assets end of period (in thousands)..................... $1,054 $ 809
Ratio of expenses to average net assets..................... 0.85%(A) 0.85%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 0.96%(A) 1.02%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 7.92%(A) 8.26%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 7.81%(A) 8.09%(A)
Portfolio turnover.......................................... 128.10%(A) 175.38%(A)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
(UNAUDITED) DECEMBER 31, FOR THE PERIOD
SIX MONTHS ENDED ----------------- 7/5/95 THROUGH
MANAGED FUND (CLASS Y) JUNE 30, 1998 1997 1996 12/31/95
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 9.27 $ 7.98 $ 6.70 $ 6.17
Net investment income (loss)................................ 0.05 0.08 0.09 0.03
Net realized and unrealized gains (losses) on investments... 1.07 1.64 1.42 0.57
--------------------------------------------------------
Total from investment operations............................ 1.12 1.72 1.51 0.60
--------------------------------------------------------
Dividends from net investment income........................ 0.00 0.07 0.09 0.04
Distributions from net realized capital gains............... 0.00 0.36 0.14 0.03
--------------------------------------------------------
Total distributions......................................... 0.00 0.43 0.23 0.07
--------------------------------------------------------
Net asset value, end of period.............................. $ 10.39 $ 9.27 $ 7.98 $ 6.70
--------------------------------------------------------
Total return................................................ 12.08%(B) 21.60% 22.63% 9.80%(B)
Net assets end of period (in thousands)..................... $97,581 $80,879 $57,794 $26,664
Ratio of expenses to average net assets..................... 1.03%(A) 1.04% 1.12% 1.30%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 1.03%(A) 1.04% 1.12% 1.41%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 1.04%(A) 0.92% 1.57% 1.39%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 1.04%(A) 0.92% 1.57% 1.28%(A)
Portfolio turnover.......................................... 30.37%(A) 28.17% 33.21% 26.40%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

9
<PAGE> 80
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
(UNAUDITED) SIX FOR THE PERIOD
MONTHS ENDED JULY 17 THROUGH
MONEY MARKET FUND (CLASS Y) JUNE 30, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period........................ $ 1.00 $ 1.00
Net investment income (loss)................................ 0.02 0.02
Net realized and unrealized gains (losses) on investments... 0.00 0.00
------------------------------------
Total from investment operations............................ 0.02 0.02
------------------------------------
Dividends from net investment income........................ 0.02 0.02
Distributions from net realized capital gains............... 0.00 0.00
------------------------------------
Total distributions......................................... 0.02 0.02
------------------------------------
Net asset value, end of period.............................. $ 1.00 $ 1.00
------------------------------------
Total return................................................ 2.49%(B) 2.31%(B)
Net assets end of period (in thousands)..................... $2,692 $2,700
Ratio of expenses to average net assets..................... 0.68%(A) 0.70%(A)
Ratio of expenses to average net assets (excluding
waivers)................................................... 0.68%(A) 0.95%(A)
Ratio of net investment income (loss) to average net
assets..................................................... 4.97%(A) 4.96%(A)
Ratio of net investment income (loss) to average net assets
(excluding waivers)........................................ 4.97%(A) 4.71%(A)
</TABLE>

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 81

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

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

GROWTH FUND

GROWTH AND INCOME FUND

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<PAGE> 82

volatility of the broad equity market (i.e., the Standard & Poor's 500 Index).

EQUITY FUND

The investment objective of the Equity Fund is long term capital appreciation
through investment in securities (primarily equity securities) of 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 which in the Fund
Manager's opinion possess one or more of the following characteristics:
undervalued assets, valuable consumer or commercial franchises, securities
valuation below peer companies, substantial and growing cash flow and/or a
favorable price to book value relationship. 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
which 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 listed on the New York Stock Exchange. In addition, it may
also purchase securities listed on other domestic securities exchanges,
securities traded in the domestic over-the-counter market and foreign securities
provided that they are listed on a domestic or foreign securities exchange or
represented by ADRs 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, primarily from investments
in dividend-paying common stocks.

CAPITAL APPRECIATION FUND

SMALL COMPANY GROWTH FUND

The Small Company Growth Fund seeks 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 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 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

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 83

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 the
price-earnings ratio of the stock. Generally, the Fund Manager will not buy a
stock if the price-earnings ratio exceeds the growth rate. By using this
valuation parameter, the 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.

SMALL COMPANY VALUE FUND

INTERNATIONAL GROWTH FUND

The objective of the International Growth Fund is capital appreciation,
primarily through a diversified Fund of non-U.S. equity securities.

It is a fundamental policy of the Fund that it will invest at least 80% of the
value of its 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, banker 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.

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 84
tional companies. The Fund Manager initially identifies those securities which
it believes to be undervalued in relation to the issuer's assets, cash flow,
earnings and revenues. The relative performance of foreign currencies is an
important factor in the Fund's performance. The Fund Manager may manage the
Fund's exposure to various currencies to take advantage of different yield, risk
and return characteristics. The Fund Manager's proprietary valuation model
determines which securities are potential candidates for inclusion in the Fund.

The benchmark for the fund is the European, Australian, Far East ("EAFE") Index
(the "Benchmark"). The Benchmark is a market driven broad based index which
includes non-U.S. equity markets in terms of capitalization and performance. The
Benchmark is designed to provide a representative total return for all major
stock exchanges located outside the U.S. From time to time, the Fund Manager may
substitute securities in an equivalent index when it believes that such
securities in the index more accurately reflect the relevant international
market.

The Fund Manager will purchase securities of companies domiciled in a minimum of
8 to 12 countries outside the United States.

GLOBAL FINANCIAL SERVICES FUND

INCOME FUNDS

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 85

GOVERNMENT SECURITIES FUND

The objective of the Government Securities Fund is current income and safety of
principal primarily 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 the value 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 or AAA by S&P.

HIGH-YIELD BOND FUND

The objective of the High-Yield Bond Fund is maximum current income, primarily
from debt securities that are rated Ba or lower by Moody's or BB or lower by
Standard & Poor's.

It is a fundamental policy of the Fund that under normal circumstances it will
invest at least 80% of the value of its total assets in high-yielding, income-
producing corporate bonds that are 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 ENTERPRISE Group of Funds, Inc.

15
<PAGE> 86

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.

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, primarily from investments in
a diversified Fund of long-term investment grade municipal bonds.

The Fund invests primarily in investment grade "Municipal Securities" the
interest on which, in the opinion of counsel for issuers and the Fund, is not
includable in gross income for federal income tax purposes. 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. See the Appendix to this Prospectus for
a further description of Municipal Securities.

Investment grade securities are: 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 (MIGl, MIG2, MIG3) for notes; commercial paper rated P-l by
Moody's or A-1 by S&P; and variable rate securities rated VMIGl or VMIG2 by
Moody's.

The Fund will not invest more than 20% of its net assets in Municipal Securities
the interest on which is subject to federal alternative minimum tax.

THE ENTERPRISE Group of Funds, Inc.

16
<PAGE> 87

FLEXIBLE FUND

MANAGED FUND

The objective of the Managed Fund is growth of capital over time through
investment in a Fund 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 almost 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
assets in foreign securities provided that they are listed on a domestic or
foreign securities exchange or are represented by ADRs listed on a domestic
securities exchange or traded in the United States over-the-counter market.

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:

2. 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
Organization (NRSRO), or, if not rated, issued by a company rated at least
"A" by any two NRSROs and about which the Board of Directors of the Fund has
ratified the Fund Manager's independent determination that the instrument
presents minimal credit risks and is of high quality; however, investments in
securities of all issuers having the second highest overall 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

THE ENTERPRISE Group of Funds, Inc.

17
<PAGE> 88

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.

The dollar weighted average maturity of the Money Market Fund will be 90 days or
less.

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 the
Board of Directors.

CERTAIN
INVESTMENT
SECURITIES, TECHNIQUES
AND ASSOCIATED RISKS

GENERAL RISKS ASSOCIATED WITH EQUITY FUNDS

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 89

GENERAL RISKS ASSOCIATED WITH INCOME FUNDS

Although the Income Funds seek to reduce credit risks, i.e., failure of obligors
to pay interest and principal, through careful selection of investments, and
they seek to reduce market risks resulting from fluctuations in the principal
value of debt obligations due to changes in prevailing interest rates by careful
timing of maturities of investments, such risks cannot be eliminated, and these
factors will affect the net asset value of shares in the Income Funds. The value
of debt obligations has an inverse relationship with prevailing interest rates.

GENERAL RISKS ASSOCIATED WITH FLEXIBLE FUND

The foregoing types of risks associated with equity and income funds also apply
to flexible funds.

GENERAL RISKS ASSOCIATED WITH
GLOBAL FINANCIAL SERVICES FUND

U.S. GOVERNMENT 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

THE ENTERPRISE Group of Funds, Inc.

19
<PAGE> 90

U.S. Government Securities, including collateralized mortgage related securities
("CMOs") and asset backed securities. 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 invests, the investment may be subject to a greater or lesser
risk of prepayment than other types of mortgage-related securities.

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 these securities are
volatile; they also have particular risks in differing interest rate
environments as described below.

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.

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.

THE ENTERPRISE Group of Funds, Inc.

20
<PAGE> 91

Board of Directors), the investment restriction limiting the Fund's investment
in illiquid instruments to not more than 10% of the value of its net assets 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 Fund Manager (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.

HIGH-YIELD SECURITIES

Notwithstanding the investment policies and restrictions applicable to the
High-Yield Bond and Managed 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 impacted by various
factors, as discussed below:

HIGH-YIELD BOND MARKET

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES

PAYMENT EXPECTATIONS

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 92

LIQUIDITY AND VALUATION

TAX CONSIDERATIONS

FUND COMPOSITION

As of March 31, 1998, the High-Yield Bond Fund consisted of securities
classified as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORY FUND
<S> <C>
BB.............................. 23%
B............................... 71%
CCC............................. 1%
Non-rated*...................... 5%
</TABLE>

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

* Equivalent ratings for these securities would have been B.

REITS

Each Fund may invest up to 10% of its total assets in the securities of real
estate investment trusts ("REITs"). REITs are pooled investment vehicles which
invest in 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

CERTAIN SECURITIES

CALL OPTIONS

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 93

options are short-term contracts with a duration of nine months or less. Such
Funds of the Fund 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 may purchase and write covered call options on foreign
and U.S. securities and indices and enter into related closing transactions.

PUTS

FUTURES CONTRACTS

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 94

hedge against anticipated future adverse price changes which otherwise might
either adversely affect the value of the Fund's securities or currencies held by
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. 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.

INDEX OPTIONS

INTEREST RATE SWAPS

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<PAGE> 95

having an aggregate net asset value at least equal to the accrued excess, will
be maintained in a segregated account by the Fund's custodian bank.

FOREIGN CURRENCY VALUES AND TRANSACTIONS

The normal currency allocation of the International Growth Fund is identical to
the currency mix of the Benchmark the EAFE Index. The Fund expects to maintain
this normal currency exposure when global currency markets are fairly priced
relative to each other and relative to associated risks. The Fund may actively
deviate from such normal currency allocations to take advantage of or to protect
the Fund from risk and return characteristics of the currencies and short-term
interest rates when those prices deviate significantly from fundamental value.
Deviations from the Benchmark are determined by the Fund Manager based upon its
research.

THE ENTERPRISE Group of Funds, Inc.

25
<PAGE> 96

purchase, on the same maturity date, the same amount of the foreign currency.
The Fund may realize a gain or loss from currency transactions.

The Fund 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
Fund's exposure to changes in currency exchange rates. Call options on foreign
currency written by the Fund will be "covered", which means that the Fund will
own an equal amount of the underlying foreign currency. With respect to put
options on foreign currency written by the Fund, the Fund will establish a
segregated account with its custodian bank consisting of cash, U.S. government
securities or other high grade liquid debt securities in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

CERTAIN OTHER SECURITIES

MASTER DEMAND NOTES

All Funds may purchase variable amount master demand notes. 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 Adviser, monitor the financial condition of the issuers to
insure that they are able to repay the notes.

REPURCHASE AGREEMENTS

All Funds may enter into repurchase agreements having maturities of seven days
or less. 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 Fund's Custodian has
possession of the security or collateral for the seller's obligation. 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 Fund's
Directors and the Adviser, 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 an amortized
cost basis.

RESTRICTED OR ILLIQUID SECURITIES

Each 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.

FOREIGN SECURITIES

As noted above, the International Growth Fund will invest primarily in foreign
securities, and the Global

THE ENTERPRISE Group of Funds, Inc.

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<PAGE> 97

Financial Services Fund may invest 50% or more of its total assets in such
securities. All other Funds, except the Government Securities Fund, the
Tax-Exempt Income Fund and the Money Market Fund may, subject to the 20%
limitation, invest in foreign securities as well as both sponsored and
unsponsored American Depository Receipts ("ADRs"), and European Depository
Receipts ("EDRs") which are securities of U.S. issuers backed by securities of
foreign issuers. 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.

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, the
Fund may lose an advantageous yield or price. The 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, Government
Securities and Tax-Exempt Income Funds which will have a 20% limitation.

TEMPORARY DEFENSIVE TACTICS

PORTFOLIO TURNOVER

THE ENTERPRISE Group of Funds, Inc.

27
<PAGE> 98

ever, no Fund's annual portfolio turnover rate (other than the High-Yield Bond
Fund and the Money Market Fund for which, due to the short-term nature of its
investment, a portfolio turnover rate is not applicable) is expected to exceed
100%.

A portfolio turnover rate is, in summary, the percentage computed by dividing
the lesser of a Fund's purchases or sales of securities by the average
investments of the Fund. High portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs which are borne
directly by a Fund. Each Fund intends to elect and to comply with the various
provisions of the Internal Revenue Code so as to qualify as a "regulated
investment company" thereunder. (See "Taxes".)

INVESTMENT
RESTRICTIONS

Except as indicated, each of the Funds has adopted certain investment
restrictions and limitations for the purpose of reducing their exposure in
specific situations.

No Fund will: (1) as to 75% of the assets of each Fund, invest more than 5% of
the value of its total assets in the securities of any single issuer (other than
cash items and U.S. government securities, as defined in the Investment Company
Act of 1940) if such purchase would cause more than 5% of the value of its
assets to be invested in securities of such issuer; (2) purchase more than 10%
of the voting securities of any issuer; (3) invest more than 5% of its total
assets in the securities of companies that have a continuous operating history
of less than three years (the Global Financial Services, High-Yield Bond and
Tax-Exempt Income Funds are not subject to this restriction); (4) except as to
the Money Market Fund (as described below) and the Global Financial Services
Fund, invest more than 25% of its total assets in any one industry, provided
that: (i) this limitation does not apply to investments in U.S. Government
Securities as well as its agencies and instrumentalities, general obligation
bonds, or 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 as a separate industry); (5) borrow money,
except from a bank and only for temporary or emergency purposes, and such
borrowings will not exceed 5% of the lower of the value or cost of the Fund's
total assets; or (6) pledge, mortgage or hypothecate its assets to an extent
greater than 5% of the value of its total assets. For purposes of restrictions
(1) and (2), each Fund will regard the entity which has ultimate responsibility
for the payment of interest and principal as the issuer. Notwithstanding
restriction (4), the Money Market Fund may invest in excess of 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. See
"Investment Restrictions" in the Statement of Additional Information.

THE ENTERPRISE Group of Funds, Inc.

28
<PAGE> 99

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 Fund value or assets will not constitute
a violation of the percentage restrictions.

The Managed Fund will not invest more than 5% of the value of its total assets
in high-yield securities.

In order to qualify for federal income tax treatment as a regulated investment
company 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, and gains from the sale or other disposition of stock or securities
or options thereon); and (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).

No Fund may invest more than 5% of its total assets in the securities of a
company that receives more than 15% of its revenues from "securities-related
activities". Securities-related activities are activities as a broker, dealer,
underwriter or investment adviser (a "securities issuer"). Further, immediately
after the purchase of an equity security of a securities issuer, no Fund may own
more than 5% of the outstanding securities of that class of the issuer's equity
securities. In addition, immediately after the purchase of any securities
issuer's debt securities, no Fund may own more than 10% of the outstanding
principal amount of the issuer's debt securities.

HOW TO PURCHASE
FUND SHARES

The four Classes also have separate exchange privileges. (See "How to Exchange
Shares Among the Funds.") 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.

Class Y shares do not bear a sales charge or distribution fee. Institutional
investors eligible to purchase Class Y shares include banks, savings
institutions, trust companies, insurance companies, investment companies as
defined by the Investment Company Act of 1940, pension or profit sharing trust,
certain wrap account clients of broker/dealers, former shareholders of
Retirement System Investors, Inc. ("RSI"), direct referrals of Fund Managers or
EAI, or other financial institutional buyer. Wrap account clients of
broker/dealers, former RSI shareholders, and direct referrals of Fund Managers
or Evaluation Associates, Inc. ("EAI") are offered Class Y shares at a lower
minimum purchase amount.

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. When purchases
are made by check or periodic account investment, redemptions will not be

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allowed until the investment being redeemed has been in the account for 15
calendar days.

For accounts with balances under $1,000, an annual service charge of $25 per
account registration per Fund will apply.

Fund shares are purchased at the net asset value 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 Distributor or the Fund may reject
any orders.

DEALER COMPENSATION. 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 ("Enterprise Funds") 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.

In addition to distribution and service fees paid the Fund under Class A, Class
B and Class C Plans, the Adviser (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.

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Market Fund will not maintain a dollar weighted average Fund maturity which
exceeds 90 days.

Share Certificates. The Fund does not ordinarily issue certificates
representing shares of the Funds. Instead, shares are held on deposit for
shareholders by the Fund's Transfer Agent, which sends a statement of shares
owned in each Fund to shareholders following each transaction in the
shareholder's account. Certificates for full shares only (other than the Money
Market Fund) are available at no charge at any time upon written request to the
Transfer Agent. Special shareholder services such as telephone redemptions,
exchanges, electronic funds transfers and wire orders are not available as to
certificated shares.

SHAREHOLDER
SERVICES

For the convenience of investors, the following plans are available:

AUTOMATIC REINVESTMENT PLAN

AUTOMATIC INVESTMENT PLAN

BANK PURCHASE AND REDEMPTION PLAN

Any investor may initiate an ACH (Automatic Clearing House) Purchase or
Redemption directly to a bank account when proper instructions have been
established on the account.

RETIREMENT PLANS

Shareholders may adopt Profit Sharing Plan, Money Purchase Plan and other
retirement plans funded by Fund shares and other investment which plans have
been approved by the Internal Revenue Service.

HOW TO EXCHANGE
SHARES AMONG THE
FUNDS

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. Class Y shares
may be exchanged for Class Y shares of any other Fund. Class Y shares cannot be
exchanged for Class A, B or C shares.

Shares of a Fund will be processed at the net asset value next determined after
the Transfer Agent receives your exchange request. The exchange feature may be
modified or discontinued at any time, upon notice to shareholders.

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Exchanges may be directed by:

1. calling: Enterprise Shareholder Services
1-800-368-3527

2. writing: Enterprise Shareholder Services
P.O. Box 419731
Kansas City, MO 64141-6731

Before engaging in an exchange transaction, a shareholder should read carefully
the parts of this Prospectus describing the Fund into which the exchange will
occur. See "Investment Objectives and Policies of the Funds." Shareholders must
elect to authorize the Fund's transfer agent to act upon telephone exchange
requests. Shareholders are subject to risk should they elect to exchange by
telephone in that neither the Fund nor the Transfer Agent will be liable for
properly acting upon telephone instructions believed to be genuine. The Fund
employs reasonable procedures to confirm that instructions communicated by
telephone are genuine, and should the Fund or its transfer agent fail to
institute such procedures, the Fund may be liable for any losses due to
unauthorized or fraudulent instructions. Telephone exchanges are activated by
instructions received from a shareholder or any person claiming to act as the
shareholder's representative who can provide the Transfer Agent with account
registration information.

Exchanges are taxable as redemptions on which gains or losses may be recognized.

HOW TO REDEEM
FUND SHARES

Any shareholder may require the Fund to redeem his or her shares in any Fund.
The redemption price will be the net asset value per share next determined after
receipt of all required information.

REDEMPTIONS

Redemptions may be made: (1) by telephone; (2) in writing; or (3) by wire, if
the appropriate request forms have been submitted. Payment for shares redeemed
will be made within seven days after the request has been properly made and
received. Shares purchased by check may be redeemed once the check has cleared,
which may take up to 10 days.

TELEPHONE REDEMPTIONS

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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 any other Fund. All telephone redemption instructions are recorded and are
limited to requests of $50,000 or less. Shareholders also have the option to
have redemption proceeds transferred directly to a bank account through the
Automatic Clearing House (ACH) system. All applicable bank information must be
established on the account before this type of redemption is initiated.
Shareholders are subject to risk should they elect to redeem by telephone in
that 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, the Fund may be liable for
any losses due to unauthorized or fraudulent instructions.

WRITTEN REDEMPTIONS

Redemption requests may be made in writing, accompanied by any issued share
certificates, to:

Enterprise Shareholder Services
P.O. Box 419731
Kansas City, MO 64141-6731

Such written redemption requests and any share certificates or a stock power
must be endorsed by the investor. A signature guarantee is required if the
redemption proceeds exceed $50,000 or the proceeds are to be sent to an address
other than the address of record or to a person other than the registered
holder. A signature guarantee may be secured from a member firm of a domestic
securities exchange or by a commercial bank, savings and loan association,
credit union or trust company. Further documentation may be requested, and a
signature guarantee is always required, from corporations, executors,
administrators, trustees or guardians.

WIRE REDEMPTIONS

For a separate $10 charge, redemptions for a maximum of $250,000 will be wired
at your request. On written requests, funds may be wired to any bank. On a
telephone request, funds may be wired only to the bank previously designated by
you in writing. If a shareholder has given authorization for expedited wire
redemption, shares can be redeemed and the proceeds sent by federal wire
transfer to a single, previously designated bank account. Requests received
prior to 4:00 p.m. (New York time) by the Fund's Transfer Agent, will result in
shares being redeemed at the next determined net asset value, and the proceeds
normally will be sent to the designated bank account the following business day.
Delivery of the proceeds of a wire redemption request may be delayed by the Fund
for up to seven days if the Fund deems it appropriate under the then current
market conditions. Once authorization is on file, the Transfer Agent will honor
requests by any authorized person at 1-800-368-3527. This privilege may not be
used to redeem shares in certificated form. To change the name of the single
designated bank account to receive wire redemption proceeds, it is necessary to
send a written request with signature(s) guaranteed to the Transfer Agent.

REDEMPTIONS -- GENERAL

The Fund may redeem its shares in cash or with a pro rata portion of the assets
of the appropriate Fund. To date, all redemptions have been made in cash, and
the Fund anticipates that all redemptions will be made in cash in the future,
but it reserves the right to provide redemptions in assets of a Fund should
considerations and the size of the Fund require that method of redemption. The
Fund has elected 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 Fund at the beginning of such period.

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The Fund 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.

PERFORMANCE
COMPARISONS

From time to time, articles about the Fund 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 and Barron's. Some of these publications may publish their own rankings
or performance reviews of mutual funds, including the Fund. Reference to or
reprints of such articles may be used in the Fund's promotional literature.

Current annualized yield quotations for the Money Market Fund are based on the
Fund's net investment income per share for a seven-day period and exclude any
realized or unrealized gains or losses on Fund securities. The yield is computed
by determining the net change in value for a hypothetical account having a
balance of one share at the beginning of the period, excluding any realized or
unrealized gains or losses, and dividing by the price per share at the beginning
of the period (expected to remain constant at $1). The net change is then
annualized by multiplying it by 365/7, with the current yield figure carried to
the nearest one-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.

Advertisements of the Fund's total return disclose the Fund's average annual
compounded total return for its most recently completed fiscal year and the
appropriate periods since the Fund's inception. The Fund's total return for each
such period is computed by finding, through the use of a formula prescribed by
the SEC, the average annual compounded rates of return over the period that
would equate an assumed initial amount invested to the value of the investment
at the end of the period. For purposes of computing total return, income
dividends and capital gains distributions paid on shares of the Fund are assumed
to have been reinvested when received and the front end sales charge applicable
to sales of the Fund shares (other than the Money Market Fund) is assumed to
have been paid.

Any distribution rate, yield or total rate of return figure should not be
considered as representative of

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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
indexes, please request a copy of an Annual Report to Shareholders from the
Fund.

MANAGEMENT OF THE FUND

DIRECTORS

INVESTMENT ADVISER ARRANGEMENTS

The Adviser and the Fund have received an exemptive order from the Securities
and Exchange Commission which permits the Fund to thereafter enter into or amend
Fund Manager's Agreements without obtaining shareholder approval each time.
Shareholders voted affirmatively to give the Fund this ongoing authority. With
Board approval, the Adviser is permitted to employ new Fund Managers for the
Funds, change the terms of the Fund Manager's 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's Agreements that occur under these arrangements.

The Adviser is also responsible for conducting all operations of the Fund except
those operations contracted to the Transfer Agent and Custodian. The Adviser is
a subsidiary of MONY, one of the nation's largest insurance companies. The
Adviser, which was incorporated in 1986, served as principal investment adviser
to Alpha Fund, Inc., the predecessor of the Fund's Growth Fund. Enterprise
Capital also serves as investment adviser to Enterprise Accumulation Trust which
had assets of $4.2 billion at March 31, 1998. Performance of similar portfolios
of Enterprise Accumulation Trust may differ from the Fund due to a number of
factors including the size of the Funds, investment cash flows and redemptions.
The Adviser's

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35
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address is Atlanta Financial Center, 3343 Peachtree Road, N.E., Suite 450,
Atlanta, Georgia 30326.

FUND MANAGERS

The following sets forth certain information about each of the Fund Managers,
the annual rate of compensation as a percentage of the Fund's net assets paid to
the Adviser ("Management Fee") and the portion of the Management Fee that the
Adviser pays to the respective Fund Managers. Typical minimum investment
requirements for the Fund Managers range from $1,000,000 to $35,000,000. Due to
these high minimums, this level of professional management was previously
reserved for institutional investors and high net worth individuals.
Collectively, the Fund Managers manage assets in excess of $275 billion for all
clients, including The Enterprise Group of Funds, Inc.

GROWTH FUND

The Fund Manager of the Growth Fund is Montag & Caldwell, Inc. ("Montag &
Caldwell"). Its address is 1100 Atlanta Financial Center, 3343 Peachtree Road,
N.E., Atlanta, Georgia 30326, and it is controlled by Allegheny Corporation. It
has served as investment adviser to Alpha Fund, Inc., the predecessor of the
Growth Fund, since the Fund was organized in 1968. Montag & Caldwell and its
predecessors have been engaged in the business of providing investment
counseling to individuals and institutions since 1945. Ronald E. Canakaris,
President and Chief Investment Officer, is responsible for the day-to-day,
investment management of the Fund and has more than 30 years' experience in the
investment industry. He has been President of Montag & Caldwell for more than 14
years and has served as Fund Manager since inception. Total assets under
management for all clients at March 31, 1998, approximated $20.6 billion. Usual
investment minimum: $40 million. Representative clients include: Black & Decker;
Bristol-Myers Squibb; and Wake Forest University. The management fee paid by the
Growth Fund is .75% of net assets, and the Fund Manager receives .30% for assets
under management of that fee up to $100,000,000; .25% for assets from
$100,000,000 to $200,000,000; and .20% for assets greater than $200,000,000.

GROWTH AND INCOME FUND

The Fund Manager of the Growth and Income Fund is Retirement System Investors
Inc. ("RSI") which is a subsidiary of Retirement System Group Inc. Its address
is 317 Madison Ave., New York, New York 10017. James P. Coughlin, President and
Chief Investment Officer, is responsible for the day-to-day, management of the
Fund and has more than 30 years' experience in the investment industry. He has
served as President and Chief Investment Officer with RSI since 1989. Total
assets under management for RSI were $549.7 million as of March 31, 1998. The
Management Fee is .75%, and the Fund Manager receives 30% of that fee for assets
under management up to $100,000,000; .25% on the next $100,000,000; and .20% for
assets greater than $200,000,000.

EQUITY FUND

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management of the Fund. Ms. Rominger has more than 19 years' experience in the
investment industry and has been Managing Director of Oppenheimer Capital since
1994 and previously served as Senior Vice President from 1986 to 1994. The Fund
Manager had approximately $67.6 billion under management as of March 31, 1998.
Usual investment minimum is $20 million. The management fee is .75% and the Fund
Manager receives .40% of that fee for assets under management up to $100,000,000
and .30% of that fee thereafter.

EQUITY INCOME FUND

The Fund Manager of the Equity Income Fund is 1740 Advisers, Inc. ("1740
Advisers"). It is a subsidiary of MONY. Its address is 1740 Broadway, New York,
New York 10019. John V. Rock, President and Director, is responsible for the
day-to-day investment management of the Fund and has more than 34 years
experience in the investment industry. He has served as President of 1740
Advisers since 1974. Total assets under management (for the Equity Income Fund
and all other accounts managed) at March 31, 1998, were approximately $1.8
billion. Usual investment minimum: $20 million. The management fee paid by the
Equity Income Fund is .75% of net assets, and the Fund Manager receives .30% of
that fee for assets under management up to $100,000,000; and .25% on the next
$100,000,000; and .20% thereafter.

CAPITAL APPRECIATION FUND

The Fund Manager of the Capital Appreciation Fund is Provident Investment
Counsel, Inc. ("PIC"). PIC traces its origins to an investment partnership
formed in 1951. PIC is a wholly-owned subsidiary of United Asset Management,
Inc. Its address is 300 North Lake Avenue, Pasadena, California 91101. Jeffrey
J. Miller is a Managing Director of the firm and is responsible for the
day-to-day management of the Fund. He has more than 25 years' experience in the
investment industry. He has been Managing Director of PIC since 1972. As of
March 31, 1998, total assets under management for all clients were $18.3
billion. Usual investment minimum: $5 million. Representative clients include:
Pennsylvania State Employees Retirement System, Kansas Public Employees
Retirement System and United Methodist Church Board of Pensions. The management
fee is .75% and the Fund Manager receives .50% of that fee for assets under
management up to $100,000,000; .45% for assets under management for the next
$100,000,000; .35% for assets greater than $200,000,000 up to $300,000,000; and
.30% thereafter.

SMALL COMPANY GROWTH FUND

The Fund Manager of the Small Company Growth Fund is William D. Witter, Inc.
("Witter"). Witter is owned by its employees. Its offices are at One Citicorp
Center, 153 East 53rd Street, New York, New York 10022. William D. Witter,
President, and Paul B. Phillips, Managing Director, are responsible for the
day-to-day management of the Fund. They have more than 80 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 Witter from 1986
to 1995. As of June 30, 1998, total assets under management for all clients were
$900 million. Usual investment minimum is $1 million. The management fee is
1.00% and the Fund Manager receives .65% for assets under management of that fee
up to $50 million; .55% for assets under management for the next $50 million;
and .45% for assets thereafter.

SMALL COMPANY VALUE FUND

The Fund Manager of the Small Company Value Fund is Gabelli Asset Management
Company ("Gabelli"). Gabelli is a wholly-owned subsidiary of Gabelli Funds, Inc.
Its offices are located at One Corporate Center, Rye, New York 10580. Gabelli's
predecessor, Gabelli & Company, Inc., was founded in 1977 by Mario J. Gabelli
who has served as its chief investment officer since inception. He is
responsible

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37
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for the day-to-day management of the Fund. He has more than 27 years' experience
in the investment industry. As of March 31, 1998, total assets under management
for all clients were $7.2 billion. Usual investment minimum is $1 million. The
management fee is .75% and the Fund Manager receives .40% of that fee for assets
under management up to $1 billion and .30% for assets in excess of $1 billion.

INTERNATIONAL GROWTH FUND

The Fund Manager of the International Growth Fund is Brinson Partners, Inc.
("Brinson"). Brinson is a wholly-owned subsidiary of UBS AG. Brinson's address
is 209 South LaSalle Street, Chicago, Illinois 60604. Day-to-day management of
this Fund is performed by a committee. As of March 31, 1998, Brinson's assets
under management for all clients approximated $98 billion. Usual investment
minimum: $25 million. The management fee is .85%, and the Fund Manager receives
.45% of that fee for assets under management up to $100 million; .35% for assets
under management from $100,000,000 to $200,000,000; .325% for assets from
$200,000,000 to $500,000,000; and .25% for assets greater than $500,000,000.

GLOBAL FINANCIAL SERVICES FUND

The Fund Manager of the Global Financial Services Fund is Sanford C. Bernstein &
Co., Inc. ("Sanford Bernstein"). Sanford Bernstein's address is 767 Fifth
Avenue, New York, New York 10153-0185. Sanford Bernstein was established in 1967
and as of June 30, 1998, had $78 billion in assets under management. Day-to-day
management of this Fund is performed by a committee. The management fee is .85%
of average daily net assets, and of that fee, the Fund Manager receives .50% for
assets up to $100 million; .40% for assets from $100 million to $300 million;
.30% for assets over $300 million.

GOVERNMENT SECURITIES FUND

The Fund Manager of the Government Securities Fund is TCW Funds Management, Inc.
The firm, founded in 1971, is a wholly-owned subsidiary of TCW 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. The firm's
address is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
Philip A. Barach, Managing Director, and Jeffrey E. Gundlach, Managing Director,
are responsible for the day-to-day investment management of the Fund and have
more than 35 years' combined experience in the investment industry. They have
served as Managing Director since they joined TCW in 1987 and 1985,
respectively. As of March 31, 1998 TCW and its affiliated companies had
approximately $51.6 billion under management or committed for management in
various fiduciary and advisory capacities. Usual investment minimum: $35
million. The management fee is .60% and the Fund Manager receives .30% of that
fee for assets under management up to $50,000,000 and .25% for assets under
management greater than $50,000,000.

HIGH-YIELD BOND FUND

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<PAGE> 109

aging Director and Chief Executive Officer with respect to high yield, low grade
fixed income instruments. As of March 31, 1998, assets under management for all
clients approximated $807 million. Usual investment minimum: $1 million. The
management fee is .60%, and the Fund Manager receives .30% of that fee for
assets up to $100,000,000 and .25% for assets above $100,000,000.

TAX-EXEMPT INCOME FUND

The Fund Manager of the Tax-Exempt Income Fund is MBIA Capital Management Corp.
("MBIA"). It is a wholly-owned subsidiary of MBIA, Inc. MBIA's address is 113
King Street, Armonk, New York 10504. Day-to-day management of the Fund is
performed by Robert M. Ohanesian, President and Chief Investment Officer who has
25 years' investment industry experience. Mr. Ohanesian joined MBIA in 1994 and
previously served as Director of Investments for Shields Asset Management from
1988 through 1993. As of March 31, 1998, assets under management for all clients
approximated $11.5 billion. Usual investment minimum: $10 million fee. The
management fee is .50% and the Fund Manager receives .15% for assets under
management of that fee.

MANAGED FUND

The Fund Manager of the Managed Fund is OpCap Advisors, a majority owned
subsidiary of Oppenheimer Capital, a general partnership. Its address is One
World Financial Center, New York, New York 10281. Richard J. Glasebrook II,
Managing Director of Oppenheimer Capital is responsible for the day-to-day
management of the Fund. He has more than 24 years' investment industry
experience and has served as managing Director with Oppenheimer Capital since
1994 and previously served as Senior Vice President. As of March 31, 1998,
Oppenheimer Capital and its affiliates had over $67.6 billion under management.
Its usual investment minimum is $20 million. The management fee is .75% and the
Fund Manager receives .40% of that fee for assets up to $100,000,000 and .30%
for assets in excess of $100,000,000.

MONEY MARKET FUND

The Fund Manager of the Money Market Fund is Enterprise Capital, a wholly-owned
subsidiary of MONY. Its address is Atlanta Financial Center, 3343 Peachtree
Road, N.E., Suite 450, Atlanta, Georgia 30326. Enterprise Capital utilizes the
services of MONY employees for certain services relating to management of the
Fund. Day-to-day management of the Fund is performed by a committee. MONY's
address is 1740 Broadway, New York, New York 10019. Enterprise Capital began
operating as Fund Manager on May 1, 1992. Total Fund assets at March 31, 1998,
approximated $95 million. The management fee is .35%.

PAYMENT OF EXPENSES

The Investment Adviser's Agreement obligates Enterprise Capital to provide
investment advisory services to the Funds of the Fund and to furnish the Fund
with certain administrative, clerical, bookkeeping and statistical services,
office space and facilities and for paying the compensation of the officers of
the Fund. Each Fund pays all other expenses incurred in its operation, and a
portion of the Fund's general administrative expenses is allocated to each Fund
either on the basis of its asset size, on the basis of special needs of such
Fund, or equally, as is deemed appropriate. These expenses include expenses such
as: custodial, transfer agent, brokerage, auditing and legal services, the
printing of Prospectuses sent to existing shareholders, expenses relating to
bookkeeping and recording and determining the net asset value of shares, and the
expenses of qualification of a Fund's shares under the federal and state
securities laws. The Fund's Board of Directors annually reviews allocation of
expenses among the Funds.

Enterprise Capital has advised the Fund that it will reimburse such portion of
the fees due to it under the Investment Adviser's Agreement as is necessary to
assure, for the period commencing January 1, 1998

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and ending no earlier than December 31, 1998, that expenses incurred by the
Funds will not exceed the following percentages of average annual assets for the
Y Class (annualized for periods of less than a fiscal year): Growth 1.15%;
Growth and Income 1.05%; Equity 1.15%; Equity Income 1.05%; Capital Appreciation
1.30%; Small Company Growth 1.40%; Small Company Value 1.30%; International
Growth 1.55%; Government Securities 0.85%; High-Yield Bond 0.85%; Tax-Exempt
Income 0.65%; Managed 1.55% and Money Market 0.70%. The Fund Managers have
advised the Fund that they may assist in a portion of the above-referenced
reimbursement from time to time.

Enterprise Capital and the Fund entered into agreements pursuant to which
Enterprise Capital advanced on behalf of the Fund $33,748 to cover the costs of
expanding the series to include a Small Company Value Fund; $34,116 of expanding
the series to include a Managed Fund; and approximately $40,378 for the Equity
Fund and completing the appropriate registrations under the Investment Company
Act of 1940, the Securities Act of 1933, and certain state securities laws. The
agreements provide that these amounts will be repaid by each Fund, in five equal
annual increments without interest, commencing at the end of the first fiscal
year at which each such Fund have total net assets of $5 million or more. Each
Fund has commenced such payments.

TAXES

Each Fund of the Fund has qualified and intends to continue to qualify as a
"regulated investment company" in 1998 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 provisions of the IRC which require regulated investment
companies to distribute substantially all of their net income (both ordinary
income and capital gain), the Fund will be relieved of federal income tax on the
amounts distributed to shareholders.

Dividends declared out of a Fund's net investment income, taking account of its
net realized short-term capital gains to the extent that they exceed 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 (excluding capital gain dividends, as defined in the IRC) 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.

THE ENTERPRISE Group of Funds, Inc.

40
<PAGE> 111

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

THE ENTERPRISE Group of Funds, Inc.

41
<PAGE> 112

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.

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 Fund 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 these
Fund's assets to be invested within various countries is not known. The Funds
intend to operate so as to obtain treaty-reduced rates of tax where applicable.

To the extent that the International Growth Fund is liable for foreign income
taxes withheld at the source, the Fund also intends to operate so as to meet the
requirements of the IRC 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 four percent nondeductible excise tax on each
regulated investment company with respect to the amount, if any, by which such
company does not meet distribution requirements specified in such tax laws. Each
Fund of the Fund intends to comply with such distribution requirements and thus
does not expect to incur the four percent nondeductible excise tax.

GENERAL

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

DIVIDENDS AND
DISTRIBUTIONS

Unless shareholders request otherwise, by notifying the Fund's Transfer Agent,
dividends and capital gains

THE ENTERPRISE Group of Funds, Inc.

42
<PAGE> 113

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 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 Fund 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.

BROKERAGE
TRANSACTIONS

Each Fund Manager selects the brokerage firms which complete portfolio
transactions for that Fund, subject to the overall direction and review of
Enterprise Capital and the Board of Directors of the Fund.

GENERAL
INFORMATION

ORGANIZATION OF THE FUND

The Fund was incorporated January 2, 1968, as Alpha Fund, Inc., and its name was
changed to The Enterprise Group of Funds, Inc. on September 14, 1987, and it
expanded into a series fund and Alpha Fund became the Growth Fund of the Fund.
The Money Market Fund was added commencing May 1, 1990; the Small Company Value
Fund was added commencing October 1, 1993; the Managed Fund was added commencing
October 3, 1994; and the Growth and Income Fund, Equity Fund and Small Company
Growth Fund were added on May 1, 1997, and the Global Financial Services Fund
was added commencing October 1, 1998. Class B and Y shares were

THE ENTERPRISE Group of Funds, Inc.

43
<PAGE> 114

established May 1, 1995; Class C shares were established on May 1, 1997. The
Fund is a Maryland corporation. Each Fund of the Fund in the series is
diversified, as that term is defined in the Investment Company Act of 1940.

OTHER CLASSES OF SHARES

Each Fund currently offers four classes of shares, Class A, Class B, Class C and
Class Y, and may in the future offer additional classes. Class Y shares are the
only classes of shares offered by this Prospectus. Class Y shares are only
available to certain institutional purchasers of $1 million or more and to The
Mutual of New York Employee 401(k) Plan and the Enterprise Capital Management,
Inc. 401(k) Plan. Institutional investors eligible to purchase Class Y shares
include banks, savings institutions, trust companies, insurance companies,
investment companies as defined by 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., direct referrals of Fund Managers
and EAI or other financial institutional buyer. Wrap account clients of
broker/dealers, former Retirement System Fund Inc. shareholders, and direct
referrals of Fund Managers and EAI are offered Class Y shares at a lower minimum
purchase amount.

CAPITAL STOCK

The authorized capital stock of the Fund consists of Common Stock, par value
$0.10 per share. The shares of Common Stock are divided into 13 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,
exchange or similar rights, and will be freely transferable. Holders of shares
of any Fund are entitled to redeem their shares as set forth under "How to
Redeem Fund Shares."

VOTING RIGHTS

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 ENTERPRISE Group of Funds, Inc.

44
<PAGE> 115

of 1940. Shareholders possess certain rights related to shareholder
communications which, if exercised, could facilitate the calling by shareholders
of a special meeting.

CUSTODIAN, TRANSFER AND
DIVIDEND DISBURSING AGENT

State Street Bank & Trust Company of Boston, Massachusetts acts as Custodian of
the Fund's assets.

REPORTS TO SHAREHOLDERS

The Fund sends to all its shareholders annual and semiannual reports, including
a list of investment securities held in the Funds.

APPENDIX

DESCRIPTION OF MUNICIPAL SECURITIES

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.

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.

THE ENTERPRISE Group of Funds, Inc.

45
<PAGE> 116

individual offerings. 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 ENTERPRISE Group of Funds, Inc.

46
<PAGE> 117

Investment Adviser
Enterprise Capital Management, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 450
Atlanta, GA 30326-1022

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

Custodian
State Street Bank and Trust Company
Boston, MA

Transfer Agent
National Financial Data Services, Inc.
1004 Baltimore Ave.,
2nd Floor
Kansas City, MO 64105-2112
Telephone: 1-800-368-3527 (Toll Free)

Independent Accountants
PricewaterhouseCoopers LLP
Atlanta, GA

Member - Investment Company Institute

[Enterprise Group of Funds(TM) Logo]

1-800-432-4320

www.enterprisefunds.com

<PAGE> 118
[ENTERPRISE LOGO] ENTERPRISE
GROUP OF FUNDS

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
Small Company Growth Fund
Small Company Value Fund
International Growth Fund
Global Financial Services Fund

INCOME FUNDS:

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

FLEXIBLE 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 Fund's Prospectus.

A copy of the Prospectus may be obtained by writing to the Fund at
3343 Peachtree Road, N.E., Suite 450, Atlanta, Georgia 30326, or by calling the
Fund at the following numbers:

1-800-432-4320
1-800-368-3527 (SHAREHOLDER SERVICES)

The date of the Prospectus to which this Statement of Additional
Information relates is October 1 , 1998
---------
The date of this Statement of Additional Information is October
1 , 1998.
- ---------
<PAGE> 119

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
General Information and History
(See Prospectus - General Information) 3

Investment Objectives and Policies
(See Prospectus - Investment Objectives and 3
Policies of the Funds)

Fund Turnover 5

Management of the Fund
(See Prospectus - Management of the Fund) 5

Investment Advisory and Other Services
Investment Advisory Agreement 8
Fund Managers
Distributor's Agreements and Plans of Distribution 10
Miscellaneous 10
(See Prospectus - Management of the Fund)

Purchase, Redemption and Pricing of Securities Being Offered 10
Services for Investors
(See Prospectus - How to Purchase Fund Shares;
How to Redeem Fund Shares)
Redemptions in Kind 12
Determination of Net Asset Value 12

Fund Transactions and Brokerage 13

Performance Comparisons 13

Custodian 14

Independent Accountants 14

Taxes 14

Financial Statements 15

Appendix 16
</TABLE>

-2-
<PAGE> 120

GENERAL INFORMATION AND HISTORY

The Enterprise Group of Funds, Inc. (the "Fund") was incorporated
January 2, 1968, as Alpha Fund, Inc. Its name was changed to The Enterprise
Group of Funds, Inc. on September 14, 1987, and at that same time: (i) the
Fund's Board of Directors was authorized to establish any number of series of
common stock of the Fund, each of which series would represent stock in a
separate Fund; (ii) each outstanding share of the common stock of Alpha Fund,
Inc. became one share of the newly established Growth Fund; and (iii) the Fund
was reincorporated as a Maryland corporation with the shares of the Common
Stock of the Fund divided into nine classes consisting of a separate class for
each Fund. On May 31, 1989, the Fund's GNMA and Corporate Funds were combined
with the Government Securities Fund reducing the number of Fund Funds to eight.
Effective May 1, 1990, the Fund added its Money Market Fund. Effective April
21, 1993, the Fund liquidated the Precious Metals Fund. Effective October 1,
1993, the Fund added its Small Company Value Fund and effective October 3,
1994, the Fund added its Managed Fund. Effective May 1, 1995, the Fund added
Class B and Class Y shares. Effective May 1, 1997, the Fund added Class C
Shares and the Equity, Growth and Income and Small Company Growth Funds.
Effective October 1, 1998, the Fund added its Global Financial Services Fund.

INVESTMENT OBJECTIVES AND POLICIES

INTERNATIONAL GROWTH FUND - Capital appreciation, primarily through a
diversified Fund of non-U.S. equity securities.

The International Growth Fund Manager believes that, over the long
term, investing across international equity markets based upon discrepancies
between market prices and fundamental values may achieve a positive enhancement
for the Fund's investment performance relative to the returns from the
Benchmark.

Fundamental value is considered to be the current value of long-term,
sustainable future cash flows derived from a given asset class or security. In
determining fundamental value, the Fund Manager examines the relative price to
value of the investment opportunity based upon the prospects for relative
economic growth among countries, regions or geographic areas; expected levels
of inflation; government policies influencing business conditions; and the
outlook for currency relationships. Investment decisions are based on
comparisons of current market prices to fundamental values.

Although it may invest anywhere in the world, it is expected that the
Fund will primarily invest in the equity markets included in the Morgan Stanley
Capital International Non-U.S. Equity (Free) Index which currently are Japan,
the United Kingdom, Germany, France, Canada, Italy, the Netherlands, Australia,
Switzerland, Spain, Hong Kong, Belgium, Singapore, Malaysia, Sweden, Denmark,
Norway, New Zealand, Austria, Finland and Ireland. The composition of the Index
may change over time, according to criteria established by Morgan Stanley.

The "Asset Allocation Mix," set forth below, represents the asset
allocation mix based on the Benchmark as of December 31, 1997, and may shift
over time as the Benchmark index weights change.

<TABLE>
<CAPTION>
Asset Class Asset Allocation Mix Asset Class Strategy Ranges
- ----------- -------------------- ---------------------------
<S> <C> <C>
Non-U.S. Equities 100% 80-100%
Cash and Cash 0% 0-20%
---
Equivalents 100%
</TABLE>

The "asset class strategy ranges" indicated above are the ranges
within which the Fund expects to make its active asset allocations to specific
asset classes. Under all but unusual market conditions, the Fund expects to
adhere to the strategy ranges set forth above. However, the Fund's strategy
ranges may be exceeded by the Fund under unusual market conditions.

The investment policies of the Funds along with a description of the
securities in which the Funds invest, certain risks connected with investments
in the Funds, and a description of investment techniques used by the Funds are
set forth in the Prospectus.

-3-
<PAGE> 121

GLOBAL FINANCIAL SERVICES FUND - Sanford C. Bernstein & Co., Inc. (the
"Fund Manager") systematically applies a marriage of fundamental and
quantitative research to identify securities that are attractively priced
relative to their expected returns and to develop a portfolio that trades off
risk and reward over full market cycles.

The Global Financial Services Fund employs research-driven, value-based
investment philosophy that the Fund Manager utilized for more than two
decades. The Fund Manager approach rests on the premise that the capital
markets are inefficient: Value distortions are common in all markets, with
their dimensions ranging from minor to extreme.

In addition to targeting high return potential, process is also geared to
control volatility. To evaluate the potential risk/reward tradeoff The Fund
Manager incorporates the use of a number of proprietary models including an
optimization model, a multi-factor risk model, a country valuation model, a
currency valuation model, an earnings revision model, and a relative return
trends model. The actual construction of the portfolio considers not only this
fundamental risk/reward profile of stocks, but also the appropriate timing for
the transactions.

The Global Financial Services Fund invests almost exclusively in financial
services stocks with average holdings of between 55 and 75 stocks. In general
the Fund will be invested 70% in the US and 30% in foreign financial stocks and
currency exposures will be actively managed. Countries eligible for inclusion
into this service will be limited to the developed market as represented by the
Morgan Stanley 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 and preferred stocks with a
fully invested posture being the norm. Individual security positions are
controlled so that no single holding will dominate the portfolio;

The Fund Manager employs a centralized investment approach in all portfolios.
The Global Investment Policy Group uses its many years of experience and market
memory to review analysts' latest research findings and forecasts. The group
integrates the work of analysts, economists and the quantitative group,
systematically applying valuation and portfolio construction processes to
select securities. The portfolio managers then apply the Investment Policy
Group's decisions, deviating only to conform to Fund objectives.

Sanford Bernstein 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, Sanford Bernstein analysts are centrally
located so that the senior professionals can control the quality of their
findings.

INVESTMENT RESTRICTIONS

The Fund has adopted the following investment restrictions 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, none
of the Funds may:

1. As to 75% of the assets of any Fund, purchase the securities of any
issuer if such purchase would cause more than 5% of the value of its assets to
be invested in the securities of such issuer (except U.S. Government securities
or those of its agencies or instrumentalities), or purchase more than 10% of
the outstanding securities, or more than 10% of the outstanding voting
securities, of any issuer.

2. Purchase securities of any company with a record of less than three
years, continuous operation (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 Global Financial Services
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 as permitted by its investment program.

4. 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 portion as to them. In no event will a Fund make short sales of
securities in such a manner that the value of its net assets used to cover such
sales would exceed 15% of the value 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) 5% 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 15% of the value of its total assets taken at cost.

-4-
<PAGE> 122
6. Purchase or retain the securities of any issuer if those officers
and directors of the Fund or of its investment advisor 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 is 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.

8. Invest in real estate; this restriction does not prohibit the 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 Fund as an
underwriter as that term is defined under the Securities Act of 1933, as
amended,

11. Except for the Money Market Fund and the Global Financial Services
Fund, make any investment which would cause more than 25% of the total assets of
the Portfolio 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 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.

12. Participate with others in any trading account. This restriction
does not prohibit the Fund 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 Fund and one or more Portfolios to obtain a
large-volume discount from ordinary brokerage commissions when negotiated rates
are available. (See "Fund Transactions and Brokerage" below.) (The Global
Financial Service Fund is not subject to this restriction).

13. Invest more than 10% of the value of its assets in securities
which are subject to legal or contractual restrictions on resale or are
otherwise not readily salable. (The Global Financial Services Fund is not
subject to this restriction.)

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 registration statement.

In addition, management of the Fund has adopted the following
restrictions which apply to all of the Fund and may be changed only by the Board
of Directors of the Fund. 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, valued at the lower of cost or market, in warrants
(Included in that amount, but not to exceed 2% of the value of the Fund's net
assets, may be warrants which are not listed on the

-5-
<PAGE> 123

New York or American Stock Exchanges. Warrants acquired by a Fund in units or
attached to securities may be deemed to be without value.), (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").

PORTFOLIO TURNOVER

Portfolio turnover for the Enterprise High-Yield Bond Fund in 1996 and
1997 was attributable 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.

During 1996, the portfolio turnover rate for the Small Company Value
Fund exceeded 100% due to a change in management style which resulted with the
appointment of a new Fund Manager.

MANAGEMENT OF THE FUND

The directors and officers of the Fund, and their principal
occupations during the past five years, are set forth below. Directors who are
"interested persons", as defined in the 1940 Act, are denoted by an asterisk.
As to their duties relative to the Fund, the address of each is Atlanta
Financial Center, 3343 Peachtree Road, N.E., Ste. 450, Atlanta, GA 30326.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME, AGE AND POSITION WITH THE FUND PAST FIVE YEARS
------------------------------------ ---------------
<S> <C>
Arthur T. Dietz (74) President, ATD Advisory Corp. since 1996; President and Chief Executive Officer,
Director Strategic Fund Management, Inc., 1987-1995; Mills B. Lane Professor of Finance and
Member of the Audit Committee Banking, Emory University, 1954-1988; Trustee, Enterprise Accumulation Trust.

*Samuel J. Foti (46) President and Chief Operating Officer, MONY since 1994; Executive Vice President,
Director 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, MONY
Bank & Trust Co. of the Americas, Ltd. since 1994; Director, Life Insurance
Marketing and Research Associates; Chairman, Life Insurance Marketing and Research
Associates 1996 - 1997; Trustee, Enterprise Accumulation Trust.

Arthur Howell (79) Of Counsel, law firm of Alston & Bird, Atlanta, Georgia; President, Summit
Director Director Industries, Inc.; Chair Crescent Banking Co., Inc.; President,
Chairman of Audit Committee Jonesheirs, Trustee, Enterprise Accumulation Trust.

William A. Mitchell, Jr.(58) President/CEO, Carter & Associates (real estate development), Atlanta, Georgia
Director since 1994; Director, John Wieland Homes since 1992; Trustee, Enterprise
Accumulation Trust.

Lonnie H. Pope (64) Chief Executive Officer, Longleaf Industries, Inc. (1996-present); formerly
Director President and Chief Executive Officer of AFF, Inc.; Trustee, Enterprise
Member of the Audit Committee
Accumulation Trust

*Michael I. Roth (52) Chairman and Chief Executive Officer, MONY since 1993; President and Chief
Director Executive Officer, MONY (1991-1993); Director, MONY Life Insurance Company of
America since 1991; Director, ARES Holdings Inc. since 1995; 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); Trustee, Enterprise Accumulation Trust; Director, American Council of
Life Insurance (ACLI); Director, the Life Insurance Counsel of New York; Director,
Pitney Bowes, Inc.; Director, Promus Hotel Corporation.

*Victor Ugolyn (50) Chairman, President and Chief Executive Officer, The Enterprise Group of Funds,
Director Inc. since 1991; Chairman, President and Chief Executive Officer, Enterprise
Capital and Enterprise Fund Distribu
</TABLE>

-6-
<PAGE> 124

<TABLE>
<S> <C>
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 (42) Secretary, Enterprise Accumulation Trust; Senior Vice President, Secretary and
Secretary Chief Counsel, Enterprise Capital Management, Inc.; Senior Vice President,
Secretary and Chief Counsel, Enterprise Fund Distributors, Inc.

Herbert M. Williamson (47) Assistant Secretary and Treasurer, Enterprise Accumulation Trust, Enterprise
Treasurer Capital Management, Inc. and Enterprise Fund Distributors, Inc.

Phillip G. Goff (34) Vice President and Chief Financial Officer, Enterprise Accumulation Trust,
Vice President 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 Fund,
of Enterprise Capital Management, Inc. (the "Adviser"), and of
Enterprise Fund Distributors, Inc. (the distributor the Fund's
Shares), as that term is defined in the Investment Act of 1940.

-7-
<PAGE> 125

At December 31, 1997, the officers and directors of the Fund as a group owned
less than one percent of the shares of each Fund.

The Fund pays fees to those directors who are not "interested persons" of the
Fund at the rate of $10,000 per director per year plus $1,000 for each special
or committee meeting attended. The Fund pays no salaries, fees or compensation
to any of its officers, since these expenses are borne by the Adviser. No fees
were paid to the "interested" directors of the Fund.

The following sets forth compensation paid to each of the Directors during
1997:

<TABLE>
<CAPTION>
(1) (2) (3) (4)(5)
NAME AGGREGATE PENSION OR ESTIMATED TOTAL
COMPENSA- RETIREMENT ANNUAL COMPENSATION
TION FROM BENEFITS BENEFITS FROM REGISTRANT
REGISTRANT ACCRUED AS UPON AND FUND COMPLEX
PART OF RETIREMENT PAID TO
FUND DIRECTORS*
<S> <C> <C> <C> <C>
Expenses
Arthur T. Dietz $13,500 None None $27,000
Arthur Howell $13,000 None None $26,000
William A. Mitchell, Jr. $12,500 None None $25,000
Lonnie H. Pope $13,500 None None $27,000
</TABLE>

* Each Director received fees for services as a Trustee of Enterprise
Accumulation Trust.

-8-
<PAGE> 126

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT

The Fund has entered into an Investment Advisory Agreement (the
"Adviser's Agreement") with Enterprise Capital Management, Inc. (the "Adviser")
which, in turn, has entered into Fund Manager's Agreements with each of the Fund
Managers as discussed in the Prospectus. The Adviser functions as the adviser to
the Money Market Fund. The Adviser is a subsidiary of The Mutual Life Insurance
Company of New York ("MONY"), one of the nation's largest insurance companies.
Enterprise Capital was incorporated in 1986. The Adviser'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
Adviser.

The Adviser's Agreement obligates the Adviser to provide investment
advisory services to the Funds of the Fund, to furnish the Fund with certain
administrative, clerical, bookkeeping and statistical services, office space and
facilities, and to pay the compensation of the officers of the Fund. Each Fund
pays all other expenses incurred in its operation, and a portion of the Fund's
general administrative expenses are allocated to the Portfolios either on the
basis of their asset size, on the basis of special needs of any Fund, or equally
as is deemed appropriate. The Funds' Board of Directors annually reviews
allocation of expenses among the Portfolios.

The Adviser's Agreement authorizes the Adviser to enter into
subadvisory agreements with various investment advisers as Fund Managers for the
Funds of the Fund. 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 Fund to the Adviser and which the Adviser pays to the Fund Managers.

The Adviser and the Fund have received an exemptive order from
the Securities and Exchange Commission which permits the Fund, 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 Fund this ongoing authority. With
Board approval, the Adviser 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.

The Adviser is the Fund Manager of the Money Market Fund. It
utilizes the services of The Mutual Life Insurance Company of New York 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.

Expenses that are borne directly by the Funds incurring such costs
include 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. Expenses which are
generally allocated either on the basis of size or equally among the respective
Funds include director fees, legal expenses, state franchise taxes, costs of
printing of proxies, prospectuses, registration statements and shareholder
reports, printing and issuance of stock certificates and other expenses properly
payable by the Fund 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 has determined that
this is an appropriate method of allocation of expenses.

-9-
<PAGE> 127

The Advisor has advised the Fund that it will reimburse such portion of
the fees due to it under the Adviser's Agreement as is necessary to assure, for
the period commencing January 1, 1998, and ending no earlier than December 31,
1998, that expenses incurred by the Funds will not exceed those which appear as
part of the Expense table, page 2, to the Prospectus. This commitment was also
in effect from January 1, 1989, through December 31, 1997.

The tables below sets forth the 1997, 1996 and 1995 breakdown by Fund
of (1) the investment advisory fee paid to the Adviser, (2) the percentage of
the Management Fee to be paid by the Adviser to the Fund Manager, (3) the fund
management fee paid by the Adviser to the Fund Manager, (4) the net advisory fee
left to the Adviser after payment of the fund management fee, and (5) the amount
of the expense reimbursement paid by the Adviser to the Fund to assure that
expenses incurred by the Fund did not exceed 2.0% of average annual net assets
for the Equity Fund and 1.3% of average annual net assets for the Income Funds.
To the extent that the Management Fee equals or exceeds .75% of the average
daily net asset values of a Fund, such fee is higher than the fee charged to
most investment companies. However, the Board of Directors has determined that
such fees are reasonable in light of the services, investment decisions and
investment techniques employed by the Funds.

<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 29,721 104,369
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

1996

FUND
- ----
Growth $1,282,393 37% 474,978 807,415 --
Equity Income 523,261 40% 209,391 313,870 126,447
Capital Appreciation 935,780 65% 611,348 324,432 --
Small Company Value 153,784 47% 72,105 81,679 128,396
International Growth 353,427 53% 187,181 166,246 80,932
Government Securities 490,882 47% 229,645 261,237 94,868
High-Yield Bond 339,960 50% 170,056 169,904 114,041
Tax-Exempt Income 162,828 50% 81,452 81,376 51,959
Managed 1,164,633 49% 568,181 596,452 --
Money Market 160,844 -- -- 160,844 82,594

1995
FUND
- ----
Growth $797,410 38% 305,619 491,791 4,398
Equity Income 418,724 40% 167,490 251,234 150,764
Capital Appreciation 876,619 66% 562,933 313,686 --
Small Company Value 176,021 40% 72,927 103,094 108,702
</TABLE>

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<PAGE> 128

<TABLE>
<S> <C> <C> <C> <C> <C>
International Growth 241,255 63% 120,627 120,628 109,484
Government Securities 516,491 50% 258,246 258,245 117,348
High-Yield Bond 304,716 50% 152,368 152,368 113,327
Tax-Exempt Income 172,474 50% 86,237 86,237 59,601
Managed 311,097 53% 164,881 146,216 58,261
Money Market 122,090 -- -- 122,090 121,372
</TABLE>

DISTRIBUTOR'S AGREEMENTS AND PLANS OF DISTRIBUTION

The Distributor's Agreements and Plans of Distribution (the "12b-1
Plans") between the Fund and Enterprise Fund Distributors, Inc. (the
"Distributor"), pursuant to which the Distributor serves as principal
underwriter of the Fund's shares, is described in the Prospectus. The 12b-1
Plans provide for the payment by the Fund to the Distributor of a daily
distribution fee.

DISTRIBUTION FEES AND COMMISSIONS
FOR ENTERPRISE FUND DISTRIBUTORS, INC. ("EFD")

<TABLE>
<CAPTION>
DISTRIBUTION COMMISSION & CDSC COMMISSIONS MARKETING & TRAVEL,
FEES PAID TO SALES FEES COLLECTED & AND FEES PAID ADVERTISING TELEPHONE &
EFD PAID TO EFD PAID TO EFD TO DEALERS FEES PAID OTHER
AUTHORIZED
FEES PAID
<S> <C> <C> <C> <C> <C> <C>
1997 $6,667,912 $1,244,343 $ 13,318 $ 4,320,682 $2,143,274 $ 3,103,754
1996 $3,696,663 $ 692,305 $ 131,372 $ 2,043,128 $1,108,160 $ 1,512,246
1995 $2,487,595 $ 505,970 $ 3,074 $ 1,255,109 $ 543,135 $ 1,192,256
</TABLE>

MISCELLANEOUS

The terms of each of the Investment Adviser's Agreement, the
Distributor's Agreements and 12b-1 Plans, the Transfer Agent Agreement, the
Accounting Agreement and the Fund Manager's Agreements (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 (the "1940 Act"); (ii) must be approved annually by the Fund'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 Fund who are not parties to such contract or
"interested persons" (as such term is defined in the 1940 Act) 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. The Fund's
Board of Directors most recently approved continuance of the Investment
Adviser's Agreement, the Fund Manager's Agreements and the Distributor's
Agreements and 12b-1 Plans on February 19, 1998.

PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

Information concerning purchase and redemption of shares of the Fund's
Funds, as well as information concerning computation of net asset value
per share is set forth in the Fund's Prospectus.

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 Fund.

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

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<PAGE> 129

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
Fund 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 Fund.

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 investor may then choose to have $50 or more transferred
to either an established Enterprise 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. 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 the Fund which, when combined with the value of their existing
aggregate holdings of shares of the Fund of the 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 "How to Purchase Fund Shares" 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.

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 Adviser. 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 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

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<PAGE> 130

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 Fund 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 Enterprise Distributors. 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.

REDEMPTIONS IN KIND

The Fund's Articles of Incorporation provide that it may redeem its
shares in cash or with a pro rata portion of the assets of the Fund. To date,
all redemptions have been made in cash, and the Fund anticipates that all
redemptions will be made in cash in the future. In order to meet the
requirements of certain state laws, the Fund has elected, pursuant to Rule
18f-1 under the 1940 Act, 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 Fund at the beginning of such period. If shares
are redeemed through a distribution of Fund securities, 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 the New York Stock Exchange on each day on which the Exchange
is open for trading. The net asset value of a share is computed by dividing the
value of the net asset of the Fund by the total number of shares outstanding.

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 higher or lower than the price the Fund
would receive if it sold its Fund 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
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 market value of debt securities usually reflects yields generally
available on securities of similar quality. When yields decline, the market
value of a Fund holding higher yielding securities can be expected to increase;
when yields increase, the market value of a 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.

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<PAGE> 131

OTHER FUNDS

The net asset value of Funds other than the Money Market Fund is
computed by dividing the total value of the series' securities and other
assets, less liabilities, by the number of series shares then outstanding.
Securities other than money market instruments maturing in 60 days or less
which are traded on a national exchange are valued at the last sale price as of
the close of business on the day the securities are being valued, or, lacking
any sales, at the last bid price. Securities other than money market
instruments maturing in 60 days or less traded in the over-the-counter market
are valued at the last bid price or at yield equivalent as obtained from one or
more dealers that make markets in the securities. Securities which are traded
both in the over-the-counter market and on a national exchange are valued
according to the broadest and most representative market, and it is expected
that for debt securities this ordinarily will be the over-the-counter market.
Securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the supervision of
the Board of Directors. Money market instruments with maturities of 60 days or
less are valued using the amortized cost method of valuation.

FUND TRANSACTIONS AND BROKERAGE

The portfolio transactions and brokerage policies of the Fund are set
forth in the Prospectus. In the last three fiscal years ended December 31, the
Fund has paid the following aggregate amounts for brokerage commissions on
transactions in Fund securities: 1997 - $1,124,684; 1996 - $762,622; 1995 -
$489,729.

PERFORMANCE COMPARISONS

From time to time the Fund may advertise a Fund's average annual
total return, other total return data, or yield. Total return figures are based
on a Portfolio's historical performance and are not intended to indicate future
performance.

Average annual total return quotations for the specified periods are
computed by finding the average annual compounded rates of return (based on net
investment income and any realized and unrealized capital gains or losses on
portfolio investments over such periods) that would equate the initial amount
invested to the redeemable value of such investment at the end of each period.
Average annual total return is computed assuming all dividends and
distributions are reinvested and taking into account all applicable recurring
and nonrecurring expenses.

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 $1,000 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 each Fund, other than Money Market Fund will be
computed based on a 30-day period by dividing (a) the net income based on the
yield of each security earned during the period by (b), the average number of
shares outstanding during the period that were entitled to receive dividends,
multiplied by the maximum offering 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 charge 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.

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<PAGE> 132

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 indexes such as the Dow Jones Industrial Average, the Standard &
Poor's 500 Stock Index, the Lehman Brothers Government/Corporate Bond Index,
the Salomon Brothers Low Grade Index, the Lehman Brothers Government Bond
Index, Lehman Brothers Mortgage Backed Index, Lehman Brothers Municipal Bond
Index, Morgan Stanley Goldmine Index, the Salomon Brothers Analytical Record of
Yield and Yield Spreads, and the Salomon Brothers World Money Market Index; and
it may also be compared to the performance of other appropriate fixed income or
equity mutual funds or mutual fund indexes as reported by Lipper Analytical
Services, 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. Also, a Fund's performance may be compared to the historical returns
of various investments, performances indexes 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 Fund'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
Analytical Services, Inc. ("Lipper"), an independent mutual fund performance
rating service headquartered in Summit, New Jersey, provides rankings which may
be used from time to time.

The Fund may be compared in advertising to Certificates of Deposit
("CDs") or other investments issued by banks. The Fund differs from bank
investments in that bank products offer fixed or variable rates; principal is
fixed and may be insured. Money markets seek to maintain a stable net asset
value and yield fluctuates. Further, the Fund may offer greater liquidity or
higher potential returns than CDs.

The Fund 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.

CUSTODIAN

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 Fund.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, whose address is 1100 Campanile Building,
Atlanta, Georgia, 30309, has been retained to serve as the Fund's independent
accountants.

TAXES

See the Prospectus for information concerning taxes.

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<PAGE> 133

FINANCIAL STATEMENTS

The Fund's Semi-Annual Report dated June 30, 1998, which was filed with the
Securities & Exchange Commission on August 27, 1998 (accession number
0001047469-98-032945), and the Fund's Annual Report dated December 31, 1997,
which was filed with the Securities & Exchange Commission on March 26, 1998
(accession number 0001047469-08-011576), are hereby incorporated by reference
into this Statement of Additional Information.

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<PAGE> 134
APPENDIX

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.

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<PAGE> 135

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,B,CCC,CC - Bonds rated BB, B, CCC, and CC are regarded, on balance, as
predominately speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of 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.

-18-
<PAGE> 136
PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>

<S> <C>
(a) Financial Statements:

(1) The audited financial statements as to the Fund are
in the 1997 Annual Report to Shareholders, a copy of
which is filed herewith.

Portfolio of Assets and Liabilities, December 31, 1997

Statement of Assets and Liabilities, December 31, 1997

Statement of Operations for the Year Ended December 31, 1997

Statement of Changes in Net Assets for each of the Two
Years Ended December 31, 1996 and 1997

(2) The Fund's Semi-Annual Report dated June 30, 1998 (included in
Part B).

(b) Exhibits:

(1) Registrant's charter: Filed with Amendment
No. 39, dated April 28, 1994, and
incorporated herewith; Amendment to Charter
dated April 26, 1995 filed with Amendment
No. 43 dated April 26, 1995, and
incorporated herewith.

(2) By-Laws: Filed with Amendment No. 39, dated
April 28, 1994, and incorporated herewith;
Amendment to By-Laws, dated November 17,
1994 filed with Amendment No. 43 dated
April 26, 1995, and incorporated herewith.

(3) Not applicable.

(4) Specimen share certificate: Filed with Amendment No.
29, dated November 27, 1987 and incorporated
herewith.

(5) Investment Advisory Agreement: Filed with Amendment
No. 39, dated April 28, 1994, and incorporated
herewith.

(6) (i) Distributor's Agreements: Filed with Amendment
No. 48, dated March 3, 1998, and incorporated
herewith.

(ii) Prototype Soliciting Broker/Dealer Agreement:
Filed with Amendment No. 48, dated March
3, 1998 and incorporated herewith.

(7) Not applicable.

(8) Form of Custodian Contract: Filed with Amendment No.
39, dated April 28, 1994, and incorporated herewith.

(9) Not applicable.

(10) Not applicable.

(11) Consent of PricewaterhouseCoopers LLP: Filed
herewith as Exhibit 11.

(12) All financial statements required to be filed under
Item 23 are included in the 1997 Annual Report to
Shareholders a copy of which is filed herewith.

(13) Not applicable.

(14) Not applicable.

(15) Distribution Agreements: Filed with Amendment No.
48, dated March 3, 1998, and incorporated herewith.
</TABLE>

<PAGE> 137

<TABLE>

<S> <C>
(16) Computation of performance: Included in Part A herein
and incorporated by reference.

(17) All financial statements required to be filed under
Item 23 are included in the 1997 Annual Report to
Shareholders, a copy of which is to be filed herewith.

(18) All financial statements required to be filed under
Item 23 are included in the 1997 Annual Report to
Shareholders, a copy of which is filed herewith.
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

<TABLE>
<CAPTION>
Number of Record
Holders
as of the date of this
Title of Class Registration Statement
---------------------------- ----------------------
<S> <C>
Shares of Beneficial Interest 205,301

</TABLE>

ITEM 27. INDEMNIFICATION

Reference is made to the provisions of Article Sixth of
Registrant's Articles of Incorporation filed as Exhibit 24(b)(1) to
this Registration Statement.

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 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 28. (a) Business and Other Connections of 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.

(b) Business and Other Connections of Officers and Directors
of Investment Adviser

For information as 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 this
Registration Statement and to the registration of
Form ADV of Enterprise Capital Management, Inc. filed
under the Investment Adviser Act of 1940, which is
incorporated herein by reference.

<PAGE> 138
ITEM 29. PRINCIPAL UNDERWRITERS

(a) Enterprise Fund Distributors, Inc. is the principal
underwriter of the Fund's shares.

(b) The information contained in the registration on Form BD
of Enterprise Fund Distributors, Inc., filed under the
Securities Exchange Act of 1934, is incorporated herein by
reference.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

<TABLE>
<CAPTION>
Entity Function Address
-------------------- ---------- ---------------------------
<S> <C> <C>
The Enterprise Group Registrant Atlanta Financial Center
of Funds, Inc. 3343 Peachtree Road, N.E.,
Suite 450
Atlanta, GA 30326-1022

Enterprise Capital Investment Same as above.
Management, Inc. Adviser

Enterprise Fund Distributor Same as above.
Distributors, Inc.
</TABLE>

THE RECORDS OF THE FUND MANAGERS ARE KEPT AT THE FOLLOWING LOCATIONS:

<TABLE>
<S> <C>
Growth Fund Montag & Caldwell, Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, GA 30326-1450

Growth & Income Retirement Systems Investors, Inc.
Fund 317 Madison
New York, NY 10122

Equity Fund OpCap Advisors
One World Financial Center
New York, NY 10281

Equity Income 1740 Advisers, Inc.
Fund 1740 Broadway
New York, NY 10019

Capital Appreciation Provident Investment Counsel
Fund 300 North Lake Avenue
Pasadena, CA 91101

Small Company Growth William D. Witter, Inc.
Fund One Citicorp Center
153 East 53rd Street
New York, NY 10022

Small Company Value Gabelli Asset Management Company
Fund One Corporate Center
Rye, New York 10580

International Growth Brinson Partners, Inc.
Fund 209 South LaSalle Street
Chicago, IL 609604

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

Government Securities TCW Funds Management, Inc.
Fund 865 South Figueroa Street,
Suite 1800
Los Angeles, CA 90017

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

<PAGE> 139

<TABLE>
<S> <C>
Tax-Exempt Income Fund MBIA Capital Management Corp.
113 King Street
Armonk, NY 10504

Managed Fund OpCap Advisors
One World Financial Center
New York, New York 10281

Money Market Fund Enterprise Capital Management,
Inc.
Atlanta Financial Center
3343 Peachtree Road, N.E.,
Suite 450
Atlanta, GA 30326
</TABLE>

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) not applicable

(b) not applicable

<PAGE> 140

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 10th day of September, 1998.

<TABLE>

THE ENTERPRISE GROUP OF FUNDS, INC.

<S> <C>
By: /s/ Victor Ugolyn
--------------------------------------------------------------
Victor Ugolyn, Chairman, President and Chief Executive Officer
</TABLE>

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 dates
indicated.

Signature Capacity Date
--------------------------- ----------------------- ------------------
<S> <C> <C>
/s/ Victor Ugolyn Chairman, President and September 10, 1998
--------------------------- Chief Executive Officer
Victor Ugolyn

/s/ Phillip G. Goff Principal Financial and September 10, 1998
---------------------------- Accounting Officer
Phillip G. Goff

/s/ Arthur T. Dietz Director September 10, 1998
---------------------------
Arthur T. Dietz

/s/ Samuel J. Foti Director September 10, 1998
---------------------------
Samuel J. Foti

/s/ Arthur Howell Director September 10, 1998
---------------------------
Arthur Howell

/s/ Lonnie H. Pope Director September 10, 1998
---------------------------
Lonnie H. Pope

/s/ William A. Mitchell, Jr. Director September 10, 1998
---------------------------
William A. Mitchell, Jr.

/s/ Michael I. Roth Director September 10, 1998
---------------------------
Michael I. Roth

</TABLE>

<PAGE> 1

EXHIBIT 10

September 10, 1997

Securities and Exchange Commission
450 Fifth St.
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. 51 (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
issues, fully paid and nonassessable; and

Very truly yours,

Catherine R. McClellan

<PAGE> 1

EXHIBIT 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Post-Effective Amendment No. 51 to the
registration statement under the Securities Act of 1933 (file number 2-28097)
of our report dated February 19, 1997 on our audit of the financial statements
and financial highlights of The Enterprise Group of Funds, Inc. appearing in
the Registrant's 1997 Annual Report. We also consent to the reference to our
Firm under the caption "Independent Accountants."

PricewaterhouseCoopers LLP

Atlanta, Georgia
September 10, 1998