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
Aggressive Growth 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
                                                     Aggressive Growth Portfolio

                                                By: /s/ Leslie L. Ogg
                                                    ----------------------------
                                                        Leslie L. Ogg
                                                        Vice President


                                                AMERICAN EXPRESS FINANCIAL
                                                CORPORATION

                                                By: /s/ Paula R. Meyer
                                                    ----------------------------
                                                        Paula R. Meyer
                                                        Vice President