Exhibit (5)(a)
December 1, 1998
Xxxxx X. Xxxxxx
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc.
Xxxxxxxx Xxxxx Center
Louisville, KY 40202
Re: Provident Distributors, Inc.-Distribution Fees
Dear Xx. Xxxxxx:
This letter services as an agreement between X.X.X Xxxxxxxx, X.X. Xxxxx,
Inc. ("Xxxxxxxx Xxxxx") and the Xxxxxxxx-Xxxxx Government Fund, Inc. and
Xxxxxxxx Xxxxx Growth Fund, Inc. (together the "Funds") with respect to payment
of distribution fees to Provident Distributors, Inc. ("PDI") pursuant to that
letter dated December 1, 1998 by and between PDI and Xxxxxxxx Xxxxx.
In consideration for the approval by the Funds of the Investment Advisory
Agreements between each the Funds and Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx will pay
PDI a monthly fee of $2,000, as well as any additional fees or expenses charged
by PDI for its services on behalf of the Funds in the ordinary course of
business, until the earlier of either the termination of the Investment Advisory
Agreements or PDI is no longer acting as the distributor for the Funds.
J.J.B. XXXXXXXX, X.X. XXXXX, INC.
/s/ XXXXX X. XXXXXX Date: 12/1/98
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Xxxxx X. Xxxxxx, Executive
Vice President and
Chief Operating Officer
XXXXXXXX XXXXX GOVERNMENT FUND
/s/ XXXXXX X. XXXXX, XX. Date: 12/1/98
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Xxxxxx X. Xxxxx, Xx., President
XXXXXXXX XXXXX GROWTH FUND, INC.
/s/ XXXXXX X. XXXXX, XX. Date: 12/1/98
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Xxxxxx X. Xxxxx, Xx., Secretary
and Treasurer
