EXHIBIT 5.A.
May 17, 1982
XXXXX & POWER GROWTH FUND, INC.
AMENDMENT TO AGREEMENT FOR INVESTMENT COUNSEL SERVICE
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Under Section 6 of the Agreement For Investment Counsel Service between
Xxxxx & Power, Inc., and the Corporation listed above, dated March 21, 1972,
the Agreement may be amended at any time provided, however, that such amendment
is approved by the affirmative vote of a majority of the outstanding voting
securities of the Fund, and approved by the vote of a majority of the Directors
of the Fund who are not interested persons of the Fund or the Investment
Adviser.
In accordance with the language in paragraph one, an amendment to revise
the "Compensation of the Adviser" section of the "Agreement" was submitted to
shareholder vote at the Annual Meeting of Shareholders on May 17, 1982, to the
Directors on that same date. The amendment, if approved, would raise the fee,
paid monthly, to 1/20 of 1% of the net asset value of the Fund on the last
valuation date of each month as defined in the By-Laws of the Fund effective
with the last valuation date of May, 1982.
The amendment did receive an affirmative vote of a majority of the
outstanding voting securities of the Fund and, on that same date, received the
unanimous approval of the Fund's Directors who are not interested persons of the
Fund or the Investment Adviser.
There are no other changes in the "Agreement".
Xxxxx & Power Growth Fund, Inc.
By /s/ Xxxxxx X. Power, Jr.
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President, Xxxxx & Power, Inc.
By /s/ Xxxxxx X. Power, Jr.
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President
By /s/ Xxxxxx X. Xx Xxxxxxx
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Secretary
