Exhibit 5(a)4
AARP GROWTH TRUST
AARP International Stock Fund
AARP Small Company Stock Fund
SUPPLEMENT TO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the lst day of February, 1997, by and between AARP
Growth Trust (the "Trust") and Xxxxxxx, Xxxxxxx & Xxxxx, Inc. (the "Manager").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate series as have been
or may be established and designated by the Trustees of the Trust from time to
time;
WHEREAS, the Funds have adopted an Investment Management Agreement (the
"Agreement") dated February 1, 1994 pursuant to which the Trust has appointed
the Manager to act as investment manager and perform such services specified in
the Agreement; and
WHEREAS, AARP International Stock Fund and AARP Small Company Stock Fund
(each the "Series") are separate investment series of the Trust.
NOW THEREFORE, the Trustees of the Trust hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Agreement, the Trust hereby adopts the Agreement
with respect to each Series, and the Manager hereby acknowledges that the
Agreement shall pertain to each Series, the terms and conditions of such
Agreement being hereby incorporated herein by reference.
2. The term "Series" as used in the Agreement shall, for purposes of
this Supplement, pertain to each Series.
3. As provided in the Agreement and subject to further conditions as set
forth therein, each Series shall pay the Manager the base fee rate as specified
in Section 5(b) of the Agreement, and a fund fee rate equal to 0.60 percent and
0.55 percent per annum of the net assets of AARP International Stock Fund and
AARP Small Company Stock Fund, respectively.
4. This Supplement and the Agreement (together, the "Management
Agreement") shall become effective with respect to each Series as of the date
specified above and shall remain in force until August 31, 1998, and continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Trustees who are not parties to the Management Agreement or
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interested persons of any party to the Management Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the
Trustees of the Trust, or by the vote of a majority of the outstanding voting
securities of each Series. The aforesaid requirement that continuance of the
Management Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
5. The Management Agreement may be terminated with respect to each Series
at any time, without the payment of any penalty, by the vote of a majority of
the outstanding voting securities of each Series or by the Trust's Board of
Trustees on 60 days' written notice to the Manager, or by the Manager on 60
days' written notice to the Trust. The Management Agreement shall terminate
automatically in the event of its assignment, provided that an assignment to a
corporate successor to all or substantially all of the Manager's business or to
a wholly-owned subsidiary of such corporate successor which does not result in a
change of actual control or management of the Manager's business shall not be
deemed to be an assignment for the purposes of the Management Agreement.
AARP GROWTH TRUST
on behalf of AARP International
Stock Fund and AARP Small Company
Stock Fund
By: /s/ [Illegible]
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President
XXXXXXX, XXXXXXX & XXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Managing Director
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