ENTERPRISE ACCUMULATION TRUST
PRE 14A, 1996-05-20
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<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:
 
<TABLE>
<S>                                             <C>
/X/  Preliminary Proxy Statement                / /  Confidential, for Use of the Commission
                                                     Only (as permitted by Rule 14a-6(e)(2))
/ /  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
 
                         ENTERPRISE ACCUMULATION TRUST
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
     (2)  Aggregate number of securities to which transaction applies:
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
     (4)  Proposed maximum aggregate value of transaction:
 
     (5)  Total fee paid:
 
/ /  Fee paid previously with preliminary materials.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
     (2)  Form, Schedule or Registration Statement No.:
 
     (3)  Filing Party:
 
     (4)  Date Filed:
<PAGE>   2
 
                         [THE ENTERPRISE GROUP LOGO]
 
                         ENTERPRISE ACCUMULATION TRUST
 
                            ATLANTA FINANCIAL CENTER
                       3343 PEACHTREE ROAD, NE, SUITE 450
                             ATLANTA, GEORGIA 30326
 
Dear Small Cap Portfolio Contractholders:
 
     Enclosed is a notice of Special Meeting of Shareholders of the Small Cap
Portfolio of Enterprise Accumulation Trust (the "Fund") to be held at the
offices of the Fund, 3343 Peachtree Road, NE, Suite 450, Atlanta, Georgia on
June 28, 1996, at 2:00 pm (the "Meeting"). At the Meeting, shareholders of the
Small Cap Portfolio will be asked to approve a new sub-advisory agreement with
GAMCO Inc. ("GAMCO"), a proposed new Portfolio Manager for the Small Cap
Portfolio.
 
     The Meeting has accordingly been called for the specific purpose of
approving the new sub-advisory agreement. No change in the investment objectives
of the Small Cap Portfolio will occur by reason of the change of sub-adviser.
The new agreement embodies the same terms as the agreement with the current
Portfolio Manager with the exception of a revision to the fee schedule paid to
the Portfolio Manager. There will be no impact to the overall advisory fee paid
by the shareholders.
 
     The Fund's Board of Trustees has approved the New Agreement and recommends
that the contractholders of the Small Cap Portfolio approve the New Agreement.
 
     You are cordially invited to attend the Meeting. Since it is important that
your vote be represented whether or not you are able to attend, you are urged to
complete, date, sign and return the enclosed voting instruction card in the
accompanying return envelope at your earliest convenience. Of course, we hope
that you will be able to attend the Meeting, and if you wish, you may vote your
shares in person, even though you may have already returned a proxy. Please
respond promptly in order to save additional costs of proxy solicitation in
order to make sure you are represented.
 
                                          Sincerely,
 
                                          VICTOR UGOLYN
                                          Chairman of the Board,
                                          President and
                                          Chief Executive Officer
                                          The Enterprise Group of Funds, Inc.
<PAGE>   3
 
                         ENTERPRISE ACCUMULATION TRUST
                             ---------------------
 
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           OF THE SMALL CAP PORTFOLIO
                          TO BE HELD ON JUNE 28, 1996
                             ---------------------
 
TO THE SHAREHOLDERS:
 
     Notice is hereby given that a special meeting of shareholders (the
"Meeting") of the Small Cap Portfolio of ENTERPRISE ACCUMULATION TRUST, (the
"Trust"), will be held at the offices of the Trust, 3343 Peachtree Road, NE,
Atlanta, Georgia 30326, on June 28, 1996 at 2:00 p.m., Eastern Standard Time,
for the following purposes:
 
          1. To approve or disapprove a Portfolio Manager's Agreement between
     the Trust, Enterprise Capital Management, Inc., a wholly-owned subsidiary
     of The Mutual Life Insurance Company of New York and GAMCO Investors, Inc.
     ("GAMCO") for the Small Cap Portfolio;
 
          2. To act upon such other matters as properly may come before the
     Meeting or any adjournment or adjournments thereof.
 
     The close of business of May 15, 1996 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof. Your attention is called to the
accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting. PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED VOTING
INSTRUCTION FORM. If you are present at the Meeting, you may change your vote,
if desired, at that time.
 
                                          CATHERINE R. MC CLELLAN
                                          Secretary
 
May 30, 1996
 
                             YOUR VOTE IS IMPORTANT
 
              PLEASE RETURN YOUR VOTING INSTRUCTIONS FORM PROMPTLY
 
     Contractholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed voting instruction form for each
Portfolio of the Trust in which they own shares and to date, sign and return it
in the envelope provided, which needs no postage if mailed in the United States.
In order to avoid unnecessary expense, we ask for your cooperation in mailing in
your voting instruction form no matter how large or small your holding may be.
<PAGE>   4
 
                         ENTERPRISE ACCUMULATION TRUST
 
                            ATLANTA FINANCIAL CENTER
                       3343 PEACHTREE ROAD, NE, SUITE 450
                             ATLANTA, GEORGIA 30326
                             ---------------------
                                PROXY STATEMENT
                             ---------------------
              SPECIAL MEETING OF SMALL CAP PORTFOLIO SHAREHOLDERS
                          TO BE HELD ON JUNE 28, 1996
                             ---------------------
 
GENERAL
 
     This Proxy Statement is furnished to the shareholders of Enterprise
Accumulation Trust, a Massachusetts business trust (the "Trust") in connection
with the solicitation by management of proxies to be used at a special meeting
(the "Meeting") of Small Cap Portfolio shareholders to be held on June 28, 1996,
or any adjournment or adjournments thereof. The Notice of Meeting, Proxy
Statement and Voting Instruction Form will first be mailed on or about May 30,
1996.
 
     Shares of beneficial interest ("Shares") of the Trust are presently sold to
The Mutual Life Insurance Company of New York ("MONY") and its affiliate, MONY
Life Insurance Company of America ("MONY America") for allocation to variable
accounts established by MONY and MONY America (collectively the "Variable
Accounts") to provide benefits to contractholders ("Contractholders") of
variable annuity and variable life insurance contracts ("Contracts") issued by
those companies. Instructions of Contractholders are being solicited for the
approval or disapproval of a new Portfolio Manager's Agreement for the Small Cap
Portfolio of the Trust.
 
SHARE OWNERSHIP
 
     The Small Cap Portfolio is part of the Trust which consists of five
Portfolios (the "Portfolios"), each of which is a separate series of shares of
beneficial interest. As of May 15, 1996 (the "Record Date"), the number of
outstanding shares of the Small Cap Portfolio was 9,027,682.217.
 
     As of the Record Date, MONY and MONY America owned all of the outstanding
shares of the Trust. Although shares held by the Variable Accounts generally
will be voted in accordance with instructions received from Contractholders, as
discussed below, the Trust might nevertheless be deemed to be controlled by MONY
and MONY America by virtue of the definition of "control" contained in the
Investment Company Act of 1940, as amended (the "Investment Company Act"). MONY
and MONY America disclaim such control.
 
     To the knowledge of the Trust, as of the Record Date, no single person or
"group" (as such term is used in Section 13(d) of the Securities Exchange Act of
1934), had the power to direct the vote of more than 5% of any Portfolio's
outstanding shares. As of the Record Date, Trustees and officers of the Trust as
a group beneficially owned none of the Trust's outstanding shares.
 
PROXIES AND VOTING
 
     In order that you may be represented at the Meeting or any adjournment or
adjournments thereof, you are requested to indicate your voting instructions on
the enclosed voting instruction form, to date and sign the
 
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<PAGE>   5
 
form, and to mail the form promptly in the enclosed postage paid envelope,
allowing sufficient time for the form to be received before the Meeting.
Abstentions will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and will have the effect of a
negative vote.
 
     A quorum for the Meeting will consist of a majority of the shares issued
and outstanding and entitled to vote in person or be represented by proxy. If,
by the time scheduled for the Meeting, a quorum is not present or if a quorum is
present but sufficient voting instructions in favor of the proposals described
in this Proxy Statement are not received from Contractholders, MONY or MONY
America may propose one or more adjournments of the Meeting to permit further
solicitation of voting instructions from Contractholders. Any such adjournment
will require the affirmative vote of a majority of the shares of the Trust
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of any such adjournment if they
determine that such adjournment and additional solicitation are reasonable and
in the interests of each Portfolio's shareholders.
 
     Shares of the Small Cap Portfolio will be voted separately. MONY and MONY
America will vote shares of the Portfolios allocated to subaccounts
("Subaccounts") of their respective Variable Accounts which correspond to the
Portfolios based on instructions received from the Contractholders of such
Variable Account having the voting interest in the corresponding number of
shares of each Portfolio held in such Variable Account. Each Contractholder will
have the equivalent of one voting instruction per $100 of value attributable to
each of the Contracts held with fractional voting instructions for amounts less
than $100. These voting instructions, represented as votes per $100 of value in
each of the Subaccounts of the Variable Accounts, will be converted into a
proportionate number of votes in shares of each of the corresponding Portfolios
of the Trust. Shares for which no instructions are received in time to be voted
will be voted by the record holder in the same proportion as instructions which
have been received in time to be voted. If required by state insurance
officials, a Variable Account may disregard voting instructions in certain
instances.
 
     Voting instructions may be revoked at any time prior to the voting thereof
by: (i) written instructions addressed to the Secretary of the Trust at
Enterprise Capital Management, Inc., 3343 Peachtree Road, NE, Suite 450,
Atlanta, Georgia 30326; (ii) attendance at the Meeting and voting in person or
(iii) properly executing and returning a new voting instruction form (if
received in time to be voted). Mere attendance at the Meeting will not revoke
voting instructions.
 
     All expenses of the preparation and distribution of these proxy materials
will be borne by the Portfolio. In addition to the solicitation of voting
instructions by the use of the mails, voting instructions may be solicited by
officers and employees of Enterprise Capital or its affiliates, or of MONY or
its affiliates, personally or by telephone or telegraph or by one or more proxy
soliciting firms. Brokerage houses, banks and other fiduciaries may be requested
to forward soliciting material to their principals and to obtain authorization
for the execution of voting instruction forms. For those services, they will be
reimbursed by Enterprise Capital and MONY for their out-of-pocket expenses.
 
     All information contained in this Proxy Statement concerning the Trust,
Enterprise Capital, GAMCO or affiliates of Enterprise Capital or GAMCO has been
supplied by each of such persons, respectively. All information contained in
this Proxy Statement regarding MONY or MONY America or their respective
affiliates has been supplied by MONY.
 
                                        2
<PAGE>   6
 
                                 PROPOSAL NO. 1
 
               APPROVAL OR DISAPPROVAL OF NEW ADVISER'S AGREEMENT
                       BETWEEN THE TRUST AND THE ADVISER
 
BACKGROUND
 
     General.  The Meeting has been called for the purpose of considering a new
Portfolio Manager's Agreement for the Small Cap Portfolio naming GAMCO
Investors, Inc. ("GAMCO"), as Portfolio Manager. Accordingly, shareholders are
being asked to approve a new Portfolio Manager's agreement (the "New Portfolio
Manager's Agreement") embodying exactly the same terms with a revision to the
fee schedule paid to the Portfolio Manager. There will be no impact to the
overall fee paid by the shareholders. In addition, no change in the investment
objectives of the Small Cap Portfolio will occur by reason of the change of
Portfolio Manager.
 
     The Fund's Board of Trustees has approved the New Portfolio Manager's
Agreement, subject to approval by the shareholders of the Portfolio. The net
effect of the fee reduction will not impact the overall fee charged to
shareholders of the Portfolio, and all services to the Portfolio by the
Portfolio Manager will remain the same.
 
EXISTING PORTFOLIO MANAGER'S AGREEMENT
 
     OpCap Advisors currently serves as Portfolio Manager for the Portfolio
under an investment advisory agreement (the "Existing Portfolio Manager's
Agreement") dated September 16, 1994. The Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund or any
party to the Agreement, most recently voted to terminate the Existing Portfolio
Manager's Agreement effective July 1, 1996. Such action was taken primarily due
to investment philosophies and the performance of the Portfolio. Under the
Existing Portfolio Manager's Agreement, OpCap Advisors is entitled to receive
adviser fees at the annual rate of .03333 of 1% of the average of the daily
closing net asset values of the Portfolio Manager under management.
 
NEW PORTFOLIO MANAGER'S AGREEMENT
 
     Except for a different fee schedule, the terms of the New Portfolio
Manager's Agreement with GAMCO are identical in all respects to the terms of the
Existing Portfolio Manager's Agreement. A form of the New Portfolio Manager's
Agreement marked with revisions is attached to this Proxy Statement as Exhibit
A, and the description set forth in this Proxy Statement of the New Portfolio
Manager's Agreement is qualified in its entirety by reference to Exhibit A.
 
     Under the New Portfolio Manager's Agreement, the Portfolio Manager will
provide certain investment advisory services to the Portfolio, including
deciding what securities will be purchased and sold by the Portfolio, when such
purchases and sales are to be made, and arranging for such purchases and sales,
all in accordance with the provisions of the Investment Company Act of 1940, as
amended (the "Investment Company Act") and any rules thereunder, the governing
documents of the Fund, the fundamental policies of the Fund and Portfolio, as
reflected in its registration statement, and any policies and determinations of
the Board of Trustees of the Fund.
 
     As compensation for its services under the New Portfolio Manager's
Agreement, the Portfolio Manager will be entitled to receive from Enterprise
Capital fees calculated at the following rates based upon average
 
                                        3
<PAGE>   7
 
daily net assets: .40 of 1% for the first $1 billion under management and .30 of
1% thereafter. The New Portfolio Manager's Agreement will continue in effect for
two years from its effective date, and will continue in effect thereafter for
successive annual periods, provided its continuance is specifically approved at
least annually by (1) a majority vote, cast in person at a meeting called for
that purpose, of the Fund's Board of Trustees or (2) a vote of the holders of a
majority (as defined in the Investment Company Act and the rules thereunder) of
the outstanding voting securities of the Portfolio, and (3) in either event by a
majority of the Trustees who are not parties to the New Portfolio Manager's
Agreement or interested persons of the Fund or of any such party. The New
Portfolio Manager's Agreement provides that it may be terminated at any time,
without penalty, by either party or by the Fund upon 60 days written notice,
provided that such termination by the Portfolio shall be directed or approved by
a vote of the Trustees of the Fund, or by a vote of holders of a majority of the
shares of the Portfolio.
 
TRUSTEES' CONSIDERATION
 
     The Board of Trustees believes that the terms of the New Portfolio
Manager's Agreement are fair to, and in the best interests of, the Fund, the
Portfolio, and their shareholders. The Board of Trustees, including all of the
noninterested Trustees, recommends approval by the shareholders of the New
Agreement among GAMCO Investors, Inc., Enterprise Capital and the Portfolio. In
making this recommendation, the Trustees carefully evaluated the experience of
the Portfolio Manager's key personnel in institutional investing, the quality of
services the Portfolio Manager is expected to provide to the Portfolio, and the
compensation proposed to be paid to the Portfolio Manager, and have given
careful consideration to all factors deemed to be relevant to the Portfolio,
including, but not limited to: (1) the fee and expense ratios of comparable
mutual funds; (2) the performance of the Portfolio since commencement of
operations; (3) the nature and quality of the services expected to be rendered
to the Portfolio by the Portfolio Manager; (4) that the terms of the Existing
Portfolio Manager's Agreement will be unchanged under the New Portfolio
Manager's Agreement except for the different fee; (5) the history, reputation,
qualification and background of the Portfolio Manager, as well as the
qualifications of its personnel and their respective financial conditions; and
(6) other factors deemed relevant.
 
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE NEW PORTFOLIO MANAGER'S
AGREEMENT WITH GAMCO INVESTORS, INC.
 
INFORMATION ABOUT GAMCO
 
     GAMCO is a New York corporation majority owned by Gabelli Funds, Inc. The
location of both entities is One Corporate Center, Rye, New York 10580 and their
executive officers have business addresses at that location.
 
     Mr. Mario J. Gabelli is Chief Investment Officer of GAMCO and Chairman and
Chief Executive Officer of Gabelli Funds, Inc.
 
     Mr. Douglas R. Jamieson serves as Executive Vice President, Chief Operating
Officer and Managing Director; Ms. Regina M. Pitaro, Managing Director; Mr.
Joseph R. Rindler, Jr., Managing Director; Mr. F. William Scholz, II, Managing
Director; and Mr. James E. McKee, General Counsel.
 
     GAMCO does not presently act as investment adviser to any investment
company with a small cap value objective.
 
                                        4
<PAGE>   8
 
PORTFOLIO TRANSACTIONS AND BROKERAGE
 
     The current Portfolio Manager's Agreement contains provisions relating to
the selection of broker-dealers for the Fund's portfolio transactions. If the
Portfolio Manager's Agreement is approved by shareholders, GAMCO Investors,
Inc., pursuant to the Portfolio Manager's Agreement, will be responsible for
selection of broker-dealers and negotiation of commission rates for the Fund,
subject to the supervision of Enterprise Capital and the Board.
 
     Portfolio decisions are based upon recommendations of GAMCO. GAMCO's
primary consideration when executing security transactions with broker-dealers
is to obtain, and maintain the availability of, execution at the most favorable
prices and in the most effective manner possible. Sales of shares of the Fund,
subject to applicable rules covering the activities of the Fund's distributor in
this area, will also be considered as a factor in the direction of portfolio
transactions to brokers and dealers, but only in conformity with the price,
execution and other considerations and practices discussed above.
 
     GAMCO currently serves as investment adviser to a number of clients and may
in the future act as investment adviser to others. It is a practice of GAMCO to
cause purchase or sale transactions to be allocated among the Fund and others
whose assets it manages in such manner as it deems equitable. In making such
allocations among the Fund and other client accounts, the main factors
considered are the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability of
cash for investment, the size of investment commitments generally held, and the
opinions of the person responsible for managing the Portfolio of each Fund and
other clients' accounts. Concurrent orders to purchase or sell the same security
by more than one of the accounts Small Cap by GAMCO may be combined, which in
some cases could have a detrimental effect on the price or volume of the
security in a particular transaction as far as an account is concerned.
Transactions effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders actually placed for
such account.
 
     The aggregate amount of brokerage commissions paid by the Portfolio during
1995 were $376,457.
 
     If Proposal No. 1 is not approved, the Existing Portfolio Manager's
Agreement will remain in effect and the Board will consider alternative actions.
 
                        RECEIPT OF SHAREHOLDER PROPOSALS
 
     Notwithstanding the approval or disapproval of the proposal described
above, as in the past, the Trustees do not intend to hold regular annual
meetings of shareholders of the Fund. If a shareholder wishes to present a
proposal to be included in the proxy statement for the next meeting of
shareholders of a Portfolio, such proposal must be received by the Fund a
reasonable time before the solicitation is to be made. The Trustees will call
meetings of shareholders of a Portfolio as may be required under the Investment
Company Act (such as to approve a new investment advisory agreement for a
Portfolio or to remove Trustees) or as they may determine in their discretion.
 
VOTE REQUIRED
 
     Approval of Proposal 1 requires the affirmative vote of "a majority of the
outstanding voting securities" of the Small Cap Portfolio, which for this
purpose means the affirmative vote of the lesser of (i) more than 50% of the
outstanding shares of such Portfolio or (ii) 67% or more of the shares of such
Portfolio present at the
 
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<PAGE>   9
 
Meeting if more than 50% of the outstanding shares of such Portfolios are
represented at the Meeting in person or by proxy.
 
     Should the Portfolio not approve the Proposal, the Existing Portfolio
Manager's Agreement will remain in effect and the Board will consider
alternative actions.
 
MAILING OF ANNUAL REPORT
 
     The Trust will furnish, without charge, a copy of its Annual Report for the
year ended December 31, 1995 to Contractholders upon request. Such requests
should be made to Catherine R. McClellan, Enterprise Capital, Atlanta Financial
Center, 3343 Peachtree Road, Suite 450, Atlanta, GA, 30326 or by calling
800-432-4320. The report will be sent by first class mail within three business
days of the request.
 
                                 OTHER BUSINESS
 
     The management knows of no business other than the matters specified above
which will be presented at the Meeting. Inasmuch as matters not known at the
time of the solicitation may come before the Meeting, the enclosed voting
instruction form confers discretionary authority with respect to such matters as
may properly come before the Meeting. It is the intention of MONY and MONY
America to vote in accordance with their judgment on such matters.
 
                                          BY ORDER OF THE BOARD OF TRUSTEES
 
                                          CATHERINE R. MC CLELLAN
                                          Secretary
 
Dated: May 30, 1996
 
                                        6
<PAGE>   10
 
                                                                       EXHIBIT A
 
                              SMALL CAP PORTFOLIO
                                       OF
                         ENTERPRISE ACCUMULATION TRUST
 
                         PORTFOLIO MANAGER'S AGREEMENT
 
     THIS AGREEMENT, made the        day of                      , 1996 is among
Enterprise Accumulation Trust (the "Fund"), a Massachusetts trust, Enterprise
Capital Management, Inc., a Georgia corporation (hereinafter referred to as the
"Adviser"), and GAMCO Investors, Inc., a New York corporation, (hereinafter
referred to as the "Portfolio Manager").
 
                             BACKGROUND INFORMATION
 
     (A) The Adviser has entered into an Investment Adviser's Agreement dated as
of May 1, 1993 with the Fund, a copy of which agreement is attached hereto as
Exhibit A (the "Investment Adviser's Agreement"). Pursuant to the Investment
Adviser's Agreement, the Adviser has agreed to render investment advisory and
certain other management services to all of the Portfolios of the Fund, and the
Fund has agreed to employ the Adviser to render such services and to pay to the
Adviser certain fees therefore. The Investment Adviser's Agreement recognizes
that the Adviser may enter into agreements with other investment advisers who
will serve as Portfolio Managers to the Portfolio of the Fund.
 
     (B) The parties hereto wish to enter into an agreement whereby the
Portfolio Manager will provide to the Small Cap Portfolio of the Fund (the
"Portfolio") securities investment advisory services for that Portfolio.
 
                                WITNESSETH THAT:
 
     In consideration of the mutual covenants herein contained, the Fund,
Adviser and the Portfolio Manager agree as follows:
 
          (1) The Fund and Adviser hereby employs the Portfolio Manager to
     render certain investment advisory services to the Portfolio, as set forth
     herein. The Portfolio Manager hereby accepts such employment and agrees to
     perform such services on the terms herein set forth, and for the
     compensation herein provided.
 
          (2) The Portfolio Manager shall furnish the Portfolio advice with
     respect to the investment and reinvestment of the assets of the Portfolio,
     or such portion of the assets of the Portfolio as the Adviser shall specify
     from time to time, in accordance with the investment objectives,
     restrictions and limitations of the Portfolio as set forth in the Fund's
     most recent Registration Statement.
 
          (3) The Portfolio Manager shall perform a monthly reconciliation of
     the Portfolio to the holdings report provided by the Fund's custodian and
     bring any material or significant variances regarding holding or valuation
     to the attention of the Adviser.
 
          (4) The Portfolio Manager shall for all purposes herein be deemed to
     be an independent contractor. The Portfolio Manager has no authority to act
     for or represent the Fund or the Portfolio in any way except
 
                                       A-1
<PAGE>   11
 
     to direct securities transactions pursuant to its investment advice
     hereunder. The Portfolio Manager is not an agent of the Fund or the
     Portfolio.
 
          (5) It is understood that the Portfolio Manager does not, by this
     Agreement, undertake to assume or pay any costs or expenses of the Fund or
     the Portfolio.
 
          (6)(a) The Adviser agrees to pay the Portfolio Manager for its
     services to be furnished under this Agreement, with respect to each
     calendar month after the effective date of this Agreement, on the twentieth
     (20th) day after the close of each calendar month, a sum equal to 0.033 of
     1% of the average of the daily closing net asset value of the Portfolio
     managed by the Portfolio Manager during such month (that is, .40 of 1% per
     year) for the first $1,000,000,000 of assets under management and a sum
     equal to 0.025 of 1% of the average of the daily closing net asset value of
     the Portfolio during such month (that is, .30 of 1% per year) for assets in
     excess of $1,000,000,000 under management.
 
          (6)(b) The payment of all fees provided for hereunder shall be
     prorated and reduced for sums payable for a period less than a full month
     in the event of termination of this Agreement on a day that is not the end
     of a calendar month.
 
          (6)(c) For the purposes of this Paragraph 6, the daily closing net
     asset values of the Portfolio shall be computed in the manner specified in
     the Registration Statement for the computation of the value of such net
     assets in connection with the determination of the net asset value of the
     Portfolio's shares.
 
          (7) The services of the Portfolio Manager hereunder are not to be
     deemed to be exclusive, and the Portfolio Manager is free to render
     services to others and to engage in other activities so long as its
     services hereunder are not impaired thereby. Without in any way relieving
     the Portfolio Manager of its responsibilities hereunder, it is agreed that
     the Portfolio Manager may employ others to furnish factual information,
     economic advice and/or research, and investment recommendations, upon which
     its investment advice and service is furnished hereunder.
 
          (8) In the absence of willful misfeasance, bad faith or gross
     negligence in the performance of its duties hereunder, or reckless
     disregard of its obligations and duties hereunder, the Portfolio Manager
     shall not be liable to the Fund, the Portfolio or the Adviser or to any
     shareholder or shareholders of the Fund, the Portfolio or the Adviser for
     any mistake of judgment, act or omission in the course of, or connected
     with, the services to be rendered by the Portfolio Manager hereunder.
 
          (9) The Portfolio Manager will take necessary steps to prevent the
     investment professionals of the Portfolio Manager who are responsible for
     investing assets of the Portfolio from taking, at any time, a short
     position in any shares of any holdings of any Portfolio of the Fund for any
     accounts in which such individuals have a beneficial interest, excluding
     short positions, including without limitation, short against-the-box
     positions, effected for tax reasons. The Portfolio Manager also will
     cooperate with the Fund in adopting a written policy prohibiting insider
     trading with respect to Fund Portfolio transactions insofar as such
     transactions may relate to the Portfolio Manager.
 
          (10) In connection with the management of the investment and
     reinvestment of the assets of the Portfolio, the Portfolio Manager is
     authorized to select the brokers or dealers that will execute purchase and
     sale transactions for the Portfolio, and is directed to use its best
     efforts to obtain the best available price and most favorable execution
     with respect to such purchases and sales of portfolio securities for the
     Fund. Subject to this primary requirement, and maintaining as its first
     consideration the benefits for the Portfolio and its shareholders, the
     Portfolio Manager shall have the right, subject to the approval of the
     Board of Directors of the Fund and of the Adviser, to follow a policy of
     selecting brokers and dealers who
 
                                       A-2
<PAGE>   12
 
     furnish statistical research and other services to the Portfolio, the
     Adviser, or the Portfolio Manager and, subject to the Rules of Fair
     Practice of the National Association of Securities Dealers, Inc., to select
     brokers and dealers who sell shares of Portfolio of the Fund.
 
          (11) The Fund may terminate this Agreement by sixty days written
     notice to the Adviser and the Portfolio Manager at any time, without the
     payment of any penalty, by vote of the Fund's Board of Directors, or by
     vote of a majority of its outstanding voting securities. The Adviser may
     terminate this Agreement by sixty days written notice to the Portfolio
     Manager and the Portfolio Manager may terminate this Agreement by sixty
     days written notice to the Adviser, without the payment of any penalty.
     This Agreement shall immediately terminate in the event of its assignment,
     unless an order is issued by the Securities and Exchange Commission
     conditionally or unconditionally exempting such assignment from the
     provision of Section 15 (a) of the Investment Company Act of 1940, in which
     event this Agreement shall remain in full force and effect.
 
          (12) Subject to prior termination as provided above, this Agreement
     shall continue in force from the date of execution until June 30, 1998 and
     from year to year thereafter if its continuance after said date: (1) is
     specifically approved on or before said date and at least annually
     thereafter by vote of the Board of Directors of the Fund, including a
     majority of those directors who are not parties to this Agreement of
     interested persons of any such party, or by vote of a majority of the
     outstanding voting securities of the Fund, and (2) is specifically approved
     at least annually by the vote of a majority of directors of the Fund who
     are not parties to this Agreement or interested persons of any such party
     cast in person at a meeting called for the purpose of voting on such
     approval.
 
          (13) The Adviser shall indemnify and hold harmless the Portfolio
     Manager, its officers and directors and each person, if any, who controls
     the Portfolio Manager within the meaning of Section 15 of the Securities
     Act of 1933 (any and all such persons shall be referred to as "Indemnified
     Party"), against any loss, liability, claim, damage or expense (including
     the reasonable cost of investigating or defending any alleged loss,
     liability, claim, damages or expense and reasonable counsel fees incurred
     in connection therewith), arising by reason of any matter to which this
     Portfolio Manager's Agreement relates. However, in no case (i) is this
     indemnity to be deemed to protect any particular Indemnified Party against
     any liability to which such Indemnified Party would otherwise be subject by
     reason of willful misfeasance, bad faith or gross negligence in the
     performance of its duties or by reason of reckless disregard of its
     obligations and duties under this Portfolio Manager's Agreement or (ii) is
     the Adviser to be liable under this indemnity with respect to any claim
     made against any particular Indemnified Party unless such Indemnified Party
     shall have notified the Adviser in writing within a reasonable time after
     the summons or other first legal process giving information of the nature
     of the claim shall have been served upon the Portfolio Manager or such
     controlling persons.
 
          The Portfolio Manager shall indemnify and hold harmless the Adviser
     and each of its directors and officers and each person if any who controls
     the Adviser within the meaning of Section 15 of the Securities Act of 1933,
     against any loss, liability, claim, damage or expense described in the
     foregoing indemnity, but only with respect to the Portfolio Manager's
     willful misfeasance, bad faith or gross negligence in the performance of
     its duties under this Portfolio Manager's Agreement. In case any action
     shall be brought against the Adviser or any person so indemnified, in
     respect of which indemnity may be sought against the Portfolio Manager, the
     Portfolio Manager shall have the rights and duties given to the Adviser,
     and the Adviser and each person so indemnified shall have the rights and
     duties given to the Portfolio Manager by the provisions of subsection (i)
     and (ii) of this section.
 
                                       A-3
<PAGE>   13
 
          (14) Except as otherwise provided in paragraph 13 hereof and as may be
     required under applicable federal law, this Portfolio Manager's Agreement
     shall be governed by the laws of the State of New York.
 
          (15) The Portfolio Manager agrees to notify the parties within a
     reasonable period of time regarding a material change in the membership of
     the Portfolio Manager.
 
          (16) The terms "vote of a majority of the outstanding voting
     securities," "assignment" and "interested persons," when used herein, shall
     have the respective meanings specified in the Investment Company Act of
     1940 as now in effect or as hereafter amended.
 
                                       A-4
<PAGE>   14
 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunder duly affixed
and attested, as of the date first above written.
 
<TABLE>
<S>                                           <C>
(SEAL)                                        ENTERPRISE CAPITAL
                                              MANAGEMENT, INC.
                                              By:
                                                 ---------------------------------------
                                                            Victor Ugolyn
                                                     Chairman, President and CEO
ATTEST:
       ----------------------------------
(SEAL)                                        GAMCO Investors, Inc.
                                              By:
                                                 ---------------------------------------
                                                         Douglas R. Jamieson
                                                   Executive Vice President and COO
ATTEST:
       ----------------------------------
                Secretary
                                              THE ENTERPRISE GROUP OF
                                              FUNDS, INC.
(SEAL)                                        By:
                                                 ---------------------------------------
                                                            Victor Ugolyn
                                                     Chairman, President and CEO
ATTEST:
       ----------------------------------
                Secretary
</TABLE>
 
                                       A-5
<PAGE>   15
 
                                                                      APPENDIX A
                         ENTERPRISE ACCUMULATION TRUST
                              SMALL CAP PORTFOLIO
 
         VOTING INSTRUCTION FORM FOR SHAREHOLDERS MEETING JUNE 28, 1996
 
    The undersigned does hereby instruct The Mutual Life Insurance Company of
New York ("MONY") and MONY Life Insurance Company of the Americas ("MONY
Americas") to vote the number of shares of beneficial interest as to which the
undersigned entitled to give instructions at the Special Meeting of Small Cap
Shareholders of the Enterprise Accumulation Trust to be held on June 28, 1996,
at the offices of Enterprise Capital Management, Atlanta Financial Center, 3343
Peachtree Road, NE, Suite 450, Atlanta, GA, 30326 at 2:00 p.m., and at any
adjournment thereof, as follows:
 
    MANAGEMENT RECOMMENDS A VOTE FOR ALL OF THE PROPOSALS LISTED BELOW AND ON
THE REVERSE SIDE HEREOF. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR IF NO CHOICE IS INDICATED. THE PROXY IS SOLICITED ON BEHALF OF
MANAGEMENT.
 
    1. APPROVAL OF PORTFOLIO MANAGER'S AGREEMENT BETWEEN THE TRUST AND
       ENTERPRISE CAPITAL MANAGEMENT, INC.
 
      Portfolio                       / / FOR      / / AGAINST      / / ABSTAIN 
               -----------------------
 
    2. TO ACT UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
 
                                                    Dated:               ,1996
                                                          ---------------     
                                                           (Month, Day)
 
                                                    --------------------------
                                                            Signature(s)
 
                                                    --------------------------
                                                            Signature(s)
 
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
      custodian, attorney, executor, administrator, trustee, guardian, etc.,
      please give your full title as such. Joint owners should each sign this
      Voting Instruction Form.


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