AMENDMENT TO INVESTMENT MANAGEMENT SERVICES AGREEMENT
Pursuant to mutual agreement as permitted under Part Five: RENEWAL AND
TERMINATION, the Investment Management Services Agreement dated May 13, 1996,
between Growth Trust, a Massachusetts business trust, on behalf of its
underlying series portfolios, Growth Portfolio and Growth Trends Portfolio, and
American Express Financial Corporation, is amended this 9th day of March 1999 as
follows:
Part Two: Compensation To Investment Manager
The table setting forth asset charges in Part Two, (1)(a), is amended to read as
follows:
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
Next 12.0 0.490
Over 24.0 0.480
Growth Trust American Express Financial Corporation
Growth Portfolio
Growth Trends Portfolio
/s/ Leslie L. Ogg /s/ Pamela J. Moret
Leslie L. Ogg, Vice President Pamela J. Moret, Vice President
