Exhibit 6(b)
AMENDMENT TO UNDERWRITING AGREEMENT
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This AGREEMENT, dated as of the 25th day of June, 1996 made by and
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between ▇▇▇▇▇▇▇▇ Growth Fund, Inc. (the "Fund") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Maryland and Fund/Plan Broker Services, Inc. ("FPBS"), a corporation duly
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organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Fund and FPBS have entered into an Agreement dated June
22, 1993, wherein FPBS agreed to provide underwriting services and other related
services to the Fund (Underwriting Agreement); and
WHEREAS, the Parties wish to amend the Underwriting Agreement to
indicate the portion of fees payable under the Underwriting Agreement by the
Fund and the portion payable by ▇▇▇▇▇▇▇▇ Management Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. To amend the Fee Schedule to the Underwriting Agreement in the form
attached hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one typewritten page, together with an amended fee schedule, to be
signed by their duly authorized officers, as of the day and year first above
written.
▇▇▇▇▇▇▇▇ Growth Fund, Inc. Fund/Plan Broker Services, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Attest: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary Attest: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Secretary
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Amendment to Underwriting Agreement between ▇▇▇▇▇▇▇▇ Growth Fund, Inc. and
Fund/Plan Broker Services, Inc.
FUND/PLAN BROKER SERVICES, INC.
FEE SCHEDULE
FOR
▇▇▇▇▇▇▇▇ GROWTH FUND, INC.
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Underwriter will serve as sole underwriter of ▇▇▇▇▇▇▇▇ Growth Fund, Inc., a no-
load fund, for the exclusive purpose of facilitating the registration of its
shares of beneficial interest for sale in various states.
Fee: $3,000 per portfolio, annually
$2.00 per kit for inquiry/fulfillment with a $1,500 per month
minimum for all Funds managed by ▇▇▇▇▇▇▇▇ Management Company.
Fund/Plan Broker Services, Inc. in its Broker/Dealer capacity will license
employees of the Fund's Advisor, ▇▇▇▇▇▇▇▇ Management Company, who are engaged in
the sale of shares.
Fee: $1,000 per licensed representative, annually registered in 3
states or less
$3,500 per licensed representative, annually registered in all
states
All fees except the $3,000 annual per portfolio fee will be paid by the Fund's
Advisor, ▇▇▇▇▇▇▇▇ Management Company. The $3,000 annual fee per portfolio will
be paid by the Fund. Out-of-pocket expenses, including telephone, postage,
telecommunications and travel, will be billed to the Fund's Advisor separately.
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Amendment to the Underwriting Agreement between ▇▇▇▇▇▇▇▇ Growth Fund, Inc. and
Fund/Plan Broker Services, Inc.