EXHIBIT 8(a)(3)
CUSTODIAN AGREEMENT
AARP GROWTH TRUST
ADDITIONAL PROVISION
--------------------
Pursuant to Article XI, Interpretive and Additional Provisions, of the
Custodian Agreement dated November 30, 1984 between AARP Growth Trust (the
"Fund") and State Street Bank and Trust Company ("State Street"), the Fund and
State Street agree to the terms of the following Additional Provision:
The Fund hereby acknowledges that State Street Bank and Trust Company
provides custodial and other services of the types to be provided to the Fund to
other investment companies, including registered investment companies affiliated
with and/or sponsored by the American Association of Retired Persons ("AARP"),
and that State Street, either acting in its capacity as custodian or transfer
agent or in another capacity as a commercial bank and trust company, has and may
in the future develop other products and services which are offered to persons
who are members of AARP. The Fund, for itself and its Trustees and officers,
agrees that the provision of any such services by State Street in whatever
capacity shall not present in itself any conflict of interest under said
Custodian Agreement or Transfer, Dividend Disbursing and Plan Agency Agreement
and shall not in any way prejudice or affect the rights of State Street under
either Agreement, including the right to indemnification provided therein.
-2-
The Fund will use its best efforts to cause AARP/Xxxxxxx Financial
Management Company, the Fund's investment advisor and Xxxxxxx Fund Distributors,
Inc., the distributor of the Fund's shares, to agree to this additional
provision for the benefit of State Street. In consideration therefor, State
Street agrees that (a) it will not disclose any confidential information
pertaining to the Fund, its portfolio securities and its shareholders to any
party without the prior written consent of the Fund (except as may otherwise be
provided in the Custodian Agreement or the Transfer, Dividend Disbursing and
Plan Agency Agreement), and (b) it will not discriminate against the Fund in
providing services to the Fund and/or such other investment companies or
persons. The provisions of this Additional Provision shall not affect the
standard of care applicable to State Street in the provision of service to the
Fund under the Custodian Agreement or the Transfer, Dividend Disbursing and Plan
Agency Agreement.
ATTEST AARP GROWTH TRUST
/s/Xxxxxx X. XxXxxxxxx /s/Xxxxx X. Xxx
--------------------------- -------------------------
Assistant Secretary Executive Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/X. X. Xxxxxx /s/X. X. Xxxxxx, Xx.
--------------------------- -------------------------
Assistant Secretary Vice President