AMENDMENT TO UNDERWRITING AGREEMENT
This Amendment, dated as of the 30th day of April, 2001 made by and
between Xxxxxxxx Growth Fund, Inc. (the "Company") operating as a registered
investment company under the Investment Company Act of 1940, as amended, and
PFPC Distributors, Inc., a Massachusetts corporation ("PFPC Distributors"),
(collectively, the "Parties").
WHEREAS, the Parties originally entered into an Underwriting Agreement
dated December 31, 2000 (the "Agreement"), wherein PFPC Distributors agreed to
provide certain services to the Company; and
WHEREAS, the Parties wish to amend the Agreement to add Schedule "B"
reflecting the fees to be paid under the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
1. Add subsection (a) (viii) to Section 6 of the agreement to read as
follows:
"(viii) the fees as provided in Schedule B to this Agreement."
2. The attached Schedule "B" shall be added to the Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
consisting of one typewritten page, together with Schedule "B", to be signed by
their duly authorized officers as of the day and year first above written.
Xxxxxxxx Growth Fund, Inc. PFPC Distributors, Inc.
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By: Xxxxx X. Xxxxx By: Xxxxx XxXxxxxxx
Vice President Vice President
SCHEDULE B
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By appointing PFPC Distributors only in the capacity of Statutory Underwriter as
noted in Section 3 of the Agreement, the Company has determined that it will not
have to register as an Issuer/Dealer in several States, nor obtain a special
insurance bond or bonds, where, in the absence of a Statutory Underwriter, it
would be required to do so.
Therefore, the Fund agrees to pay PFPC Distributors $5,000 per annum, per Fund
for the services performed under this agreement.
