THE ENTERPRISE GROUP OF FUNDS, INC.

THE 787 FUND, INC.

AGREEMENT AND PLAN OF

REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (?Agreement?) is made as of this 20^th day of September, 2007, by and among (1) The 787 Fund, Inc., a Maryland corporation (?787 Fund?), with its principal place of business at 1290 Avenue of the Americas, New York, New York 10104, on its own behalf and on behalf of AXA Enterprise Mergers and Acquisitions Fund, its sole segregated portfolio of assets (?series?) (?Acquiring Fund?), (2) The Enterprise Group of Funds, Inc., a Maryland corporation (?Company?), with its principal place of business at Atlanta Financial Center, 3343 Peachtree Rd. NE, Suite 450, Atlanta, Georgia, 30326, on its own behalf and on behalf of AXA Enterprise Mergers and Acquisitions Fund, one of its separate series (?Acquired Fund?), (3) solely for purposes of paragraph 9.2, AXA Equitable Life Insurance Company (?AXA Equitable?), and (4) solely for purposes of paragraph 3.2(h), Enterprise Capital Management, Inc. (?Manager?). (Each of the Acquiring Fund and Acquired Fund is sometimes referred to herein as a ?Fund,? and each of 787 Fund and the Company is sometimes referred to herein as an ?Investment Company.?)

WHEREAS, the Acquiring Fund (1) has been organized to acquire and hold the assets of the Acquired Fund in a reorganization described herein (?Reorganization?) and (2) prior to consummation of the Reorganization, has had no assets (other than the Seed Capital (as defined in paragraph 3.2(h)) and has carried on no business activities;

WHEREAS, the Acquiring Fund will have four classes of shares of common stock, par value $.001 per share, designated Class A, Class B, Class C and Class Y shares (collectively, ?Acquiring Fund Shares?), and the Acquired Fund has four classes of shares of common stock, par value $.001 per share, also designated Class A, Class B, Class C and Class Y shares (collectively, ?Acquired Fund Shares?);

WHEREAS, each Investment Company wishes to effect a reorganization described in section 368(a)(1) of the Internal Revenue Code of 1986, as amended (?Code?), and intends this Agreement to be, and adopts it as, a ?plan of reorganization? (within the meaning of the regulations under section 368(a) of the Code (?Regulations?));

WHEREAS, the Reorganization, as provided herein and upon the completion of the terms and conditions hereinafter set forth, will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain liabilities of the Acquired Fund and the distribution of the Acquiring Fund Shares to the stockholders of the Acquired Fund in complete liquidation of the Acquired Fund;

WHEREAS, the Acquired Fund?s assets described in the preceding recital are of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Directors of 787 Fund, including a majority of its Directors who are not ?interested persons? (as that term is defined in the Investment Company Act of 1940, as amended (?1940 Act?)) of either Investment Company (?Independent Directors?), have determined, with respect to the Acquiring Fund, that participation in the Reorganization is in the best interests thereof; and

WHEREAS, the Directors of the Company, including a majority of its Independent Directors, have determined, with respect to the Acquired Fund, that participation in the Reorganization is in the best interests of the Acquired Fund and that the interests of the existing stockholders thereof will not be diluted as a result of the Reorganization.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. THE REORGANIZATION

1.1 Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Company will transfer, on its own behalf and on behalf of the Acquired Fund, all of the Acquired Fund?s assets, as set forth in paragraph 1.2 (?Assets?), to 787 Fund, on its own behalf and on behalf of the Acquiring Fund, and 787 Fund, on its own behalf and on behalf of the Acquiring Fund, in exchange therefor will: (a) deliver to the Company, on its own behalf and on behalf of the Acquired Fund, the number of full and fractional (rounded to the third decimal place) shares of each class of Acquiring Fund Shares corresponding to the number of full and fractional (rounded to the third decimal place) issued and outstanding shares of the identically designated class of Acquired Fund Shares as of the Closing Time (as defined in paragraph 2.1); and (b) assume all of the liabilities of the Acquired Fund existing as of the Closing Time that would be required to be set forth as liabilities on a balance sheet of the Acquired Fund prepared in accordance with accounting principles generally accepted in the United States and consistently applied (?GAAP?) and set forth on a schedule, certified by the Company?s Treasurer and delivered to the Treasurer of 787 Fund (collectively, ?Liabilities?). Such transactions shall take place at the Closing (as defined in paragraph 2.1).

1.2 The Assets shall consist of all assets and property ? including, without limitation, all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records and deferred and prepaid expenses shown as assets on the Acquired Fund?s books ? that are owned by the Acquired Fund as of the Closing Time.

1.3 To comply with section 14(a)(1) of the 1940 Act and Securities and Exchange Commission (?Commission?) rules and regulations thereunder regarding minimum net worth for newly organized publicly offered investment companies, Manager (the Acquiring Fund?s investment manager and an affiliate of AXA Equitable) invested $100,000 in the Acquiring Fund on July 26, 2007, in exchange for 10,000 Acquiring Fund Shares (2,500 shares of each of its four authorized classes) (?Seed Capital?), which amount 787 Fund placed, on the Acquiring Fund?s behalf, in a money market vehicle. On the last day on which the New York Stock Exchange is open for regular trading (?Business Day?) before the date of the Closing (?Closing Date?), Manager shall tender those shares for redemption, which redemption shall be effectuated at the close of business (4:00 p.m., Eastern Time) on that day.

1.4 At the Closing, the Acquiring Fund shall redeem the Initial Shares (as defined in paragraph 7.6) for $10.00 per share. On the Closing Date, the Company shall take all actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Company, on behalf of the Acquired Fund, will (a) distribute to its stockholders of record with respect to each class of Acquired Fund Shares as of the Closing Time (?Acquired Fund Stockholders?), on a pro rata basis within that class, the Acquiring Fund Shares of the identically designated class received by the Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) redeem the Acquired Fund Shares, pursuant to the charter of the Company (?Company Charter?). Such distribution will be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the identically designated class of Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund pro rata to open accounts on those books in the names of the Acquired Fund Stockholders. The number and aggregate net asset value of each class of Acquiring Fund Shares to be so credited to accounts of Acquired Fund Stockholders holding the identically designated class of Acquired Fund Shares shall be equal to the number and aggregate net asset value of those Acquired Fund Shares owned by those Acquired Fund Stockholders at the Closing Time. All issued and outstanding Acquired Fund Shares, upon the redemption described in clause (b) above, will become authorized but unissued shares. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with the Reorganization.

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