AMENDMENT TO NON-EXCLUSIVE UNDERWRITING AGREEMENT
The Non-Exclusive Underwriting Agreement dated October 31, 1995 between
▇▇▇▇▇▇▇▇▇ Growth Fund, Inc. and ▇▇▇▇▇▇▇▇▇ Global Strategic Services
(Deutschland) GmbH ("Agreement") is hereby amended as follows:
Section 1. Except as specifically modified hereby, the Agreement is confirmed
in all respects. Capitalized terms used herein without definition
shall have the meanings ascribed to them in the Agreement.
Section 2. The last sentence of paragraph SIXTH of the Agreement is amended and
restated to read as follows:
In addition, the Selling Company shall be entitled to
reimbursement out of Fund assets for costs and expenses
incurred in connection with the distribution and marketing of
Fund shares, provided such reimbursement is consistent with
the terms of any distribution plan, with respect to any series
or class of shares of the Fund, adopted pursuant to Rule 12b-1
("Distribution Plan") under the Investment Company Act of
1940, as amended. The Selling Company is authorized to make
payments to selected dealers and others involved in the sale
of Fund shares from any amounts received by the Selling
Company under the Fund's Distribution Plan.
Section 3. The address of the Fund as set forth in paragraph FIFTEENTH of the
Agreement is redesignated as follows:
▇▇▇▇▇▇▇▇▇ Growth Fund, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
IN WITNESS WHEREOF, the Fund has executed this Amendment to the Agreement on
this 18th day of October, 1997.
▇▇▇▇▇▇▇▇▇ GROWTH FUND, INC.
By:/s/▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇ ▇. ▇▇▇
Vice President
▇▇▇▇▇▇▇▇▇ GLOBAL STRATEGIC SERVICES
(Deutschland) GmbH
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director
