Common use of Prospectus of the Fund Clause in Contracts

Prospectus of the Fund. (12) During the term of this Agreement, the Adviser agrees to furnish the Fund Manager at its principal office all sales literature prepared for distribution to stockholders of the Managed Fund, the Fund or the public that refer to the Fund Manager in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Fund Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Fund Manager's right to object to such materials is limited to the portions of such materials that expressly relate to the Fund Manager, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Fund Manager or its clients in any way are consistent with those materials previously approved by the Fund Manager as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Fund Manager by first class or overnight mail, facsimile transmission equipment or hand delivery. (13) On occasions when the Fund Manager deems the purchase or sale of a security to be in the best interest of the Managed Fund as well as other clients of the Fund Manager, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Managed Fund and to such other clients. (14) The Fund may terminate this Agreement by thirty (30) days written notice to the Adviser and the Fund 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 thirty (30) days written notice to the Fund Manager and the Fund Manager may terminate this Agreement by thirty (30) 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. (15) Subject to prior termination as provided above, this Agreement shall continue in force from the date of execution until December 31, 2002 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. (16) The Adviser shall indemnify and hold harmless the Fund Manager, its officers and partners and each person, if any, who controls the Fund 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, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Fund 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 Fund 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 Fund Manager or such controlling persons. The Fund 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, damage or expense described in the foregoing indemnity, but only with respect to the Fund Manager's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Fund 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 Fund Manager, the Fund 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 Fund Manager by the provisions of subsection (i) and (ii) of this Paragraph 16. (17) Except as otherwise provided in Paragraph 16 hereof and as may be required under applicable federal law, this Fund Manager's Agreement shall be governed by the laws of the State of Georgia. (18) The Fund Manager agrees to notify the parties within a reasonable period of time regarding a material change in the partnership of the Fund Manager. (19) 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. (20) Unless otherwise permitted, all notices, instructions and advice with respect to security transactions or any other matters contemplated by this Agreement shall be deemed duly given when received in writing: by the Fund Manager: Wellington Management Company, LLP 75 Sxxxx Xxxxxx Xxxxxx, XX 00000-0000 xy the Adviser: Enterprise Capital Management, Inc. 3343 Xxxxxxxxx Xxxx, X.X., Xxxxx 000 Xxxxxxx, XX 00000-0000 xy the Fund: The Enterprise Group of Funds, Inc. c/o Enterprise Capital Management, Inc. 3343 Xxxxxxxxx Xxxx, X.X., Xxxxx 000 Xxxxxxx, XX 00000-0000 xr by such other person or persons at such address or addresses as shall be specified by the applicable party, in each case, in a notice similarly given. Each party may rely upon any notice or other communication from the other reasonably believed by it to be genuine. (21) No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the Board of Directors of the Fund in the manner required by the 1940 Act. (22) Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. (23) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (24) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same agreement. (25) This Agreement constitutes the entire agreement between the Fund Manager, the Adviser and the Fund relating to the Managed Fund.

Prospectus of the Fund. (12) During the term of this Agreement, the Adviser agrees to furnish the Fund Manager at its principal office all sales literature prepared for distribution to stockholders of the Managed Fund, the Fund or the public that refer to the Fund Manager in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Fund Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Fund Manager's right to object to such materials is limited to the portions of such materials that expressly relate to the Fund Manager, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Fund Manager or its clients in any way are consistent with those materials previously approved by the Fund Manager as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Fund Manager by first class or overnight mail, facsimile transmission equipment or hand delivery. (13) On occasions when the Fund Manager deems the purchase or sale of a security to be in the best interest of the Managed Fund as well as other clients of the Fund Manager, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Managed Fund and to such other clients. (14) The Fund may terminate this Agreement by thirty (30) days written notice to the Adviser and the Fund 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 thirty (30) days written notice to the Fund Manager and the Fund Manager may terminate this Agreement by thirty (30) 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. (15) Subject to prior termination as provided above, this Agreement shall continue in force from the date of execution until December 31August 23, 2002 2004 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 or 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. (16) The Adviser shall indemnify and hold harmless the Fund Manager, its officers and partners and each person, if any, who controls the Fund 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, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Fund 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 Fund 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 Fund Manager or such controlling persons. The Fund 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, damage or expense described in the foregoing indemnity, but only with respect to the Fund Manager's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Fund 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 Fund Manager, the Fund 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 Fund Manager by the provisions of subsection (i) and (ii) of this Paragraph 16. (17) Except as otherwise provided in Paragraph 16 hereof and as may be required under applicable federal law, this Fund Manager's Agreement shall be governed by the laws of the State of Georgia. (18) The Fund Manager agrees to notify the parties within a reasonable period of time regarding a material change in the partnership of the Fund Manager. (19) 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. (20) Unless otherwise permitted, all notices, instructions and advice with respect to security transactions or any other matters contemplated by this Agreement shall be deemed duly given when received in writing: by the Fund Manager: Wellington Management Company, LLP 75 Sxxxx Xxxxxx XxxxxxState Street Boston, XX 00000MA 02109-0000 xy the Adviser1800 xx xxx Xxxxxxx: Enterprise Capital ManagementXxxxxxxxxx Xxxxxxx Xxxxxxxxxx, Inc. Xxc. 3343 Xxxxxxxxx XxxxPeachtree Road, X.X.N.E., Xxxxx 000 Suite 450 Xxxxxxx, XX 00000-0000 xy the Fundxx xxx Xxxx: The Enterprise Group of FundsXxx Xxxxxxxxxx Xxxxx xx Xxxxx, Inc. Xxc. c/o Enterprise Capital Management, Inc. 3343 Xxxxxxxxx XxxxPeachtree Road, X.X.N.E., Xxxxx 000 Suite 450 Xxxxxxx, XX 00000-0000 xr by such other person or persons at such address or addresses xx xx xxxx xxxxx xxxxxx xx xxxxxxx xx xxxx xxxxxxx xx xxxxxxxes as shall be specified by the applicable party, in each case, in a notice similarly given. Each party may rely upon any notice or other communication from the other reasonably believed by it to be genuine. (21) No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the Board of Directors of the Fund in the manner required by the 1940 Act. (22) Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. (23) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (24) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same agreement. (25) This Agreement constitutes the entire agreement between the Fund Manager, the Adviser and the Fund relating to the Managed Fund.

Prospectus of the Fund. (12) During the term of this Agreement, the Adviser agrees to furnish the Fund Portfolio Manager at its principal office all sales literature prepared for distribution to stockholders shareholders of the Managed FundPortfolio, the Fund or the public that refer to the Fund Portfolio Manager in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Fund Portfolio Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Fund Portfolio Manager's right to object to such materials is limited to the portions of such materials that expressly relate to the Fund Portfolio Manager, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Fund Portfolio Manager or its clients in any way are consistent with those materials previously approved by the Fund Portfolio Manager as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Fund Portfolio Manager by first class or overnight mail, facsimile transmission equipment or hand delivery. (13) On occasions when the Fund Portfolio Manager deems the purchase or sale of a security to be in the best interest of the Managed Fund Portfolio as well as other clients of the Fund Portfolio Manager, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Managed Fund Portfolio and to such other clients. (14) The Fund may terminate this Agreement by thirty (30) days written notice to the Adviser and the Fund Portfolio Manager at any time, without the payment of any penalty, by vote of the Fund's Board of DirectorsTrustees, or by vote of a majority of its outstanding voting securities. The Adviser may terminate this Agreement by thirty (30) days written notice to the Fund Portfolio Manager and the Fund Portfolio Manager may terminate this Agreement by thirty (30) 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. (15) Subject to prior termination as provided above, this Agreement shall continue in force from the date of execution until December 31August 23, 2002 2004 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 Trustees of the Fund, including a majority of those Directors Trustees who are not parties to this Agreement of or 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 Trustees 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. (16) The Adviser shall indemnify and hold harmless the Fund Portfolio Manager, its officers and partners and each person, if any, who controls the Fund 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 Fund 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 Fund 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 Fund Portfolio Manager or such controlling persons. The Fund 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 Fund Portfolio Manager's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Fund 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 Fund Portfolio Manager, the Fund 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 Fund Portfolio Manager by the provisions of subsection (i) and (ii) of this Paragraph 16. (17) Except as otherwise provided in Paragraph 16 hereof and as may be required under applicable federal law, this Fund Portfolio Manager's Agreement shall be governed by the laws of the State of Georgia. (18) The Fund Portfolio Manager agrees to notify the parties within a reasonable period of time regarding a material change in the partnership of the Fund Portfolio Manager. (19) The terms "vote of a majority of the outstanding voting securities," "assignment" and 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. (20) This Agreement is executed by the Trustees of the Fund, not individually, but rather in their capacity as Trustees under the Declaration of Trust made March 2, 1998. None of the Shareholders, Trustees, officers, employees, or agents of the Fund shall be personally bound or liable under this Agreement, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder but only to the property of the Fund and, if the obligation or claim relates to the property held by the Fund for the benefit of one or more but fewer than all Portfolios, then only to the property held for the benefit of the affected Portfolio. (21) Unless otherwise permitted, all notices, instructions and advice with respect to security transactions or any other matters contemplated by this Agreement shall be deemed duly given when received in writing: by the Fund Portfolio Manager: Wellington Management Company, LLP 75 Sxxxx Xxxxxx XxxxxxState Street Boston, XX MA 02109-1807 xx xxx Xxxxxxx: Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxx. 3343 Peachtree Road, N.E., Suite 450 Atlanta, GX 00000-0000 xy the Adviserxx xxx Xxxx: Enterprise Xxxxxxxxxx Xxxxxxxxxxxx Xxxxx x/x Xxxxxxxxxx Capital Management, Inc. 3343 Xxxxxxxxx XxxxPeachtree Road, X.X.N.E., Xxxxx 000 XxxxxxxSuite 450 Atlanta, XX GX 00000-0000 xy the Fund: The Enterprise Group of Funds, Inc. c/o Enterprise Capital Management, Inc. 3343 Xxxxxxxxx Xxxx, X.X., Xxxxx 000 Xxxxxxx, XX 00000-0000 xr by such other person or persons at such address or addresses xx xx xxxx xxxxx xxxxxx xx xxxxxxx xx xxxx xxxxxxx xx xxxxxxxxx as shall be specified by the applicable party, in each case, in a notice similarly given. Each party may rely upon any notice or other communication from the other reasonably believed by it to be genuine. (2122) No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the Board of Directors Trustees of the Fund in the manner required by the 1940 Act. (2223) Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. (2324) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (2425) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same agreement. (2526) This Agreement constitutes the entire agreement between the Fund Portfolio Manager, the Adviser and the Fund relating to the Managed FundPortfolio.

Prospectus of the Fund. (12) During the term of this Agreement, the Adviser agrees to furnish the Fund Manager at its principal office all sales literature prepared for distribution to stockholders of the Managed Deep Value Fund, the Fund or the public that refer to the Fund Manager in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Fund Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Fund Manager's right to object to such materials is limited to the portions of such materials that expressly relate to the Fund Manager, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Fund Manager or its clients in any way are consistent with those materials previously approved by the Fund Manager as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Fund Manager by first class or overnight mail, facsimile transmission equipment or hand delivery. (13) On occasions when the Fund Manager deems the purchase or sale of a security to be in the best interest of the Managed Deep Value Fund as well as other clients of the Fund Manager, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Managed Deep Value Fund and to such other clients. (14) The Fund may terminate this Agreement by thirty (30) days written notice to the Adviser and the Fund 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 thirty (30) days written notice to the Fund Manager and the Fund Manager may terminate this Agreement by thirty (30) 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. (15) Subject to prior termination as provided above, this Agreement shall continue in force from the date of execution until December May 31, 2002 2003 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. (16) The Adviser shall indemnify and hold harmless the Fund Manager, its officers and partners and each person, if any, who controls the Fund 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, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any matter to which this Fund 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 Fund 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 Fund Manager or such controlling persons. The Fund 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, damage or expense described in the foregoing indemnity, but only with respect to the Fund Manager's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Fund 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 Fund Manager, the Fund 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 Fund Manager by the provisions of subsection (i) and (ii) of this Paragraph 16. (17) Except as otherwise provided in Paragraph 16 hereof and as may be required under applicable federal law, this Fund Manager's Agreement shall be governed by the laws of the State of Georgia. (18) The Fund Manager agrees to notify the parties within a reasonable period of time regarding a material change in the partnership of the Fund Manager. (19) 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. (20) Unless otherwise permitted, all notices, instructions and advice with respect to security transactions or any other matters contemplated by this Agreement shall be deemed duly given when received in writing: by the Fund Manager: Wellington Management Company, LLP 75 Sxxxx Xxxxxx Xxxxxx, XX 00000-0000 xy the Adviser: Enterprise Capital Management, Inc. 3343 Xxxxxxxxx Xxxx, X.X., Xxxxx 000 Xxxxxxx, XX 00000-0000 xy the Fund: The Enterprise Group of Funds, Inc. c/o Enterprise Capital Management, Inc. 3343 Xxxxxxxxx Xxxx, X.X., Xxxxx 000 Xxxxxxx, XX 00000-0000 xr xx by such other person or persons at such address or addresses as shall be specified by the applicable party, in each case, in a notice similarly given. Each party may rely upon any notice or other communication from the other reasonably believed by it to be genuine. (21) No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the Board of Directors of the Fund in the manner required by the 1940 Act. (22) Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. (23) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (24) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same agreement. (25) This Agreement constitutes the entire agreement between the Fund Manager, the Adviser and the Fund relating to the Managed Deep Value Fund.