October 28, 1997 Growth Trust Suite 2810 901 Marquette Avenue South Minneapolis, Minnesota 55402-3268 Dear Sirs: This letter serves as an amendment to that Investment Management Services Agreement dated May 13, 1996 by and between Growth Trust, a...

October 28, 0000


Xxxxxx Xxxxx
Xxxxx 0000
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Xxxxxxxxxxx, Xxxxxxxxx  00000-0000

Dear Sirs:

This letter serves as an amendment to that Investment Management Services
Agreement dated May 13, 1996 by and between Growth Trust, a Massachusetts
business trust, on behalf of its underlying series portfolio, Growth Trends
Portfolio, and American Express Financial Corporation, a Delaware corporation.

Effective November 1, 1997, the table setting forth asset charges in Part Two
(1)(a) shall be amended and shall read as follows:

         Growth Trends Portfolio

         Assets            Annual rate at
         (billions)        each asset level
         ----------        ----------------
         First  $  1.0            0.600%
         Next      1.0            0.575
         Next      1.0            0.550
         Next      3.0            0.525
         Next      6.0            0.500
         Over  12.0               0.490

AMERICAN EXPRESS FINANCIAL CORPORATION

By: /s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx, Vice President


ACCEPTED AND AGREED for Growth Trust on behalf of Growth Trends Portfolio.

By: /s/ Xxxxxx X. Xxx

Xxxxxx X. Xxx, Vice President

Dated: October 29, 1997