AMENDMENT TO
INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
Part Two: COMPENSATION TO INVESTMENT MANAGER, paragraph (1)(a)(i), of the
Investment Management and Services Agreement between Growth Trust on behalf of
Growth Portfolio and Growth Trends Portfolio and American Express Financial
Corporation dated July 1, 1999, is modified as follows. All other provisions of
the agreement remain in full force and effect.
(1)(a)(i) The asset charge for each calendar day of each year shall be
equal to the total of 1/365th (1/366th in each leap year) of the amount
computed in accordance with paragraph (ii) below. The computation shall
be made for each day on the basis of net assets as of the close of
business. In the case of the suspension of the computation of net asset
value, the fee for each day during such suspension shall be computed as
of the close of business on the last full business day on which the net
assets were computed. Net assets as of the close of a full business day
shall include all transactions in shares of the Fund recorded on the
books of the Fund for that day.
IN WITNESS WHEREOF, the parties have executed this amendment as of the 3rd day
of June, 2002.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL
CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
