▇▇▇▇ ▇▇▇▇▇▇▇ LARGE CAP SPECTRUM FUND (a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Equity Trust) ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ September 23, 2001 ▇▇▇▇ ▇▇▇▇▇▇▇
Advisers, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment
Management Contract ---------------------------------------- Ladies and
Gentlemen: ▇▇▇▇ ▇▇▇▇▇▇▇ Equity Trust (the "Trust"), of which ▇▇▇▇ ▇▇▇▇▇▇▇ Large
Cap Spectrum Fund (the "Fund") is a series, has been organized as a business
trust under the laws of The Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares of beneficial interest, no
par value, may be divided into series, each series representing the entire
undivided interest in a separate portfolio of assets. This Agreement relates
solely to the Fund. The Board of Trustees of the Trust (the "Trustees") has
selected ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide certain other
services, as more fully set forth below, and the Adviser is willing to provide
such advice, management and services under the terms and conditions hereinafter
set forth. Accordingly, the Adviser and the Trust, on behalf of the Fund, agree
as follows: ▇.▇▇▇▇▇▇▇▇ OF DOCUMENTS. The Trust has furnished the Adviser with
copies, properly certified or otherwise authenticated, of each of the following:
(a)Amended and Restated Declaration of Trust dated June 8, 1999, as amended from
time to time (the "Declaration of Trust"); (b)By-Laws of the Trust as in effect
on the date hereof; (c)Resolutions of the Trustees selecting the Adviser as
investment adviser for the Fund and approving the form of this Agreement; (d)The
Trust's Code of Ethics. The Trust will furnish to the Adviser from time to time
copies, properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. 2.INVESTMENT AND MANAGEMENT SERVICES. The
Adviser will use its best efforts to provide to the Fund continuing and suitable
investment programs with respect to investments, consistent with the investment
objectives, policies and restrictions of the Fund. In the performance of the
Adviser's duties hereunder, subject always (x) to the provisions contained in
the documents delivered to the Adviser pursuant to Section 1, as each of the
same may from time to time be amended or supplemented, and (y) to the
limitations set forth in the Fund's then- current Prospectus and Statement of
Additional Information included in the registration statement of the Trust as in
effect from time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the Adviser will,
at its own expense: (a)furnish the Fund with advice and recommendations,
consistent with the investment objectives, policies and restrictions of the
Fund, with respect to the purchase, holding and disposition of portfolio
securities, alone or in consultation with any subadviser or subadvisers
appointed pursuant to this Agreement and subject to the provisions of any
sub-investment management contract respecting the responsibilities of such
subadviser or subadvisers; (b)advise the Fund in connection with policy
decisions to be made by the Trustees or any committee thereof with respect to
the Fund's investments and, as requested, furnish the Fund with research,
economic and statistical data in connection with the Fund's investments and
investment policies; (c)provide administration of the day-to-day investment
operations of the Fund; (d)submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably request; (e)assist the Fund in
any negotiations relating to the Fund's investments with issuers, investment
banking firms, securities brokers or dealers and other institutions or
investors; (f)consistent with the provisions of Section 7 of this Agreement,
place orders for the purchase, sale or exchange of portfolio securities with
brokers or dealers selected by the Adviser, PROVIDED that in connection with the
placing of such orders and the selection of such brokers or dealers the Adviser
shall seek to obtain execution and pricing within the policy guidelines
determined by the Trustees and set forth in the Prospectus and Statement of
Additional Information of the Fund as in effect from time to time; (g)provide
office space and office equipment and supplies, the use of accounting equipment
when required, and necessary executive, clerical and secretarial personnel for
the administration of the affairs of the Fund; (h)from time to time or at any
time requested by the Trustees, make reports to the Fund of the Adviser's
performance of the foregoing services and furnish advice and recommendations
with respect to other aspects of the business and affairs of the Fund;
(i)maintain all books and records with respect to the Fund's securities
transactions required by the 1940 Act, including subparagraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 thereunder (other than those records
being maintained by the Fund's custodian or transfer agent) and preserve such
records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act (the
Adviser agrees that such records are the property of the Fund and will be
surrendered to the Fund promptly upon request therefor); (j)obtain and evaluate
such information relating to economies, industries, businesses, securities
markets and securities as the Adviser may deem necessary or useful in the
discharge of the Adviser's duties hereunder; (k)oversee, and use the Adviser's
best efforts to assure the performance of the activities and services of the
custodian, transfer agent or other similar agents retained by the Fund; (l)give
instructions to the Fund's custodian as to deliveries of securities to and from
such custodian and transfer of payment of cash for the account of the Fund; and
(m)appoint and employ one or more sub-advisors satisfactory to the Fund under
sub- investment management agreements. 3.EXPENSES PAID BY THE ADVISER. The
Adviser will pay: (a)the compensation and expenses of all officers and employees
of the Trust; (b)the expenses of office rent, telephone and other utilities,
office furniture, equipment, supplies and other expenses of the Fund; and (c)any
other expenses incurred by the Adviser in connection with the performance of its
duties hereunder. 4.EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser
will not be required to pay any expenses which this Agreement does not expressly
make payable by it. In particular, and without limiting the generality of the
foregoing but subject to the provisions of Section 3, the Adviser will not be
required to pay under this Agreement: (a) any and all expenses, taxes and
governmental fees incurred by the Trust or the Fund prior to the effective date
of this Agreement; (b)without limiting the generality of the foregoing clause
(a), the expenses of organizing the Trust and the Fund (including without
limitation, legal, accounting and auditing fees and expenses incurred in
connection with the matters referred to in this clause (b), of initially
registering shares of the Trust under the Securities Act of 1933, as amended,
and of qualifying the shares for sale under state securities laws for the
initial offering and sale of shares; (c)the compensation and expenses of
Trustees who are not interested persons (as used in this Agreement, such term
shall have the meaning specified in the ▇▇▇▇ ▇▇▇) of the Adviser and of
independent advisers, independent contractors, consultants, managers and other
unaffiliated agents employed by the Fund other than through the Adviser;
(d)legal, accounting, financial management, tax and auditing fees and expenses
of the Fund (including an allocable portion of the cost of its employees
rendering such services to the Fund); (e)the fees and disbursements of
custodians and depositories of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars; (f)taxes and governmental fees assessed
against the Fund's assets and payable by the Fund; (g)the cost of preparing and
mailing dividends, distributions, reports, notices and proxy materials to
shareholders of the Fund; (h)brokers' commissions and underwriting fees; (i)the
expense of periodic calculations of the net asset value of the shares of the
Fund; and (j)insurance premiums on fidelity, errors and omissions and other
coverages. 5.COMPENSATION OF THE ADVISER. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as herein
provided, the Adviser shall be entitled to a fee, paid monthly in arrears, at an
annual rate equal to 0.85% of the average daily net asset value of the Fund. The
"average daily net assets" of the Fund shall be determined on the basis set
forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder. The Adviser will receive a pro rata portion
of such monthly fee for any periods in which the Adviser serves as investment
adviser to the Fund for less than a full month. On any day that the net asset
value calculation is suspended as specified in the Fund's Prospectus, the net
asset value for purposes of calculating the advisory fee shall be calculated as
of the date last determined. In addition, the Adviser may agree not to impose
all or a portion of its fee (in advance of the time its fee would otherwise
accrue) and/or undertake to make any other payments or arrangements necessary to
limit the Fund's expenses to any level the Adviser may specify. Any fee
reduction or undertaking shall constitute a binding modification of this
Agreement while it is in effect but may be discontinued or modified
prospectively by the Adviser at any time. 6.OTHER ACTIVITIES OF THE ADVISER AND
ITS AFFILIATES. Nothing herein contained shall prevent the Adviser or any
affiliate or associate of the Adviser from engaging in any other business or
from acting as investment adviser or investment manager for any other person or
entity, whether or not having investment policies or portfolios similar to the
Fund's; and it is specifically understood that officers, directors and employees
of the Adviser and those of its parent company, ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance
Company, or other affiliates may continue to engage in providing portfolio
management services and advice to other investment companies, whether or not
registered, to other investment advisory clients of the Adviser or of its
affiliates and to said affiliates themselves. The Adviser shall have no
obligation to acquire with respect to the Fund a position in any investment
which the Adviser, its officers, affiliates or employees may acquire for its or
their own accounts or for the account of another client, if, in the sole
discretion of the Adviser, it is not feasible or desirable to acquire a position
in such investment on behalf of the Fund. Nothing herein contained shall prevent
the Adviser from purchasing or recommending the purchase of a particular
security for one or more funds or clients while other funds or clients may be
selling the same security. 7.AVOIDANCE OF INCONSISTENT POSITION. In connection
with purchases or sales of portfolio securities for the account of the Fund,
neither the Adviser nor any of its investment management subsidiaries, nor any
of the Adviser's or such investment management subsidiaries' directors, officers
or employees will act as principal or agent or receive any commission, except as
may be permitted by the 1940 Act and rules and regulations promulgated
thereunder. If any occasions shall arise in which the Adviser advises persons
concerning the shares of the Fund, the Adviser will act solely on its own behalf
and not in any way on behalf of the Fund. Nothing herein contained shall limit
or restrict the Adviser or any of its officers, affiliates or employees from
buying, selling or trading in any securities for its or their own account or
accounts. ▇.▇▇ PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund nor the
Adviser are partners of or joint venturers with each other and nothing herein
shall be construed so as to make them such partners or joint venturers or impose
any liability as such on any of them. ▇.▇▇▇▇ OF THE TRUST AND THE FUND. The
Trust and the Fund may use the name "▇▇▇▇ ▇▇▇▇▇▇▇" or any name or names derived
from or similar to the names "▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc.", "▇▇▇▇ ▇▇▇▇▇▇▇ Life
Insurance Company", or "▇▇▇▇ ▇▇▇▇▇▇▇ Financial Services, Inc." only for so long
as this Agreement remains in effect. At such time as this Agreement shall no
longer be in effect, the Trust and the Fund will (to the extent that they
lawfully can) cease to use such a name or any other name indicating that the
Fund is advised by or otherwise connected with the Adviser. The Fund
acknowledges that it has adopted the name ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum Fund
through permission of ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, a Massachusetts
insurance company, and agrees that ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company reserves
to itself and any successor to its business the right to grant the nonexclusive
right to use the name "▇▇▇▇ ▇▇▇▇▇▇▇" or any similar name or names to any other
corporation or entity, including but not limited to any investment company of
which ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser. 10.LIMITATION OF LIABILITY OF THE ADVISER. The
Adviser shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Adviser in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also employed by the Adviser, who may be or
become an employee of and paid by the Trust shall be deemed, when acting within
the scope of his employment by the Fund, to be acting in such employment solely
for the Trust and not as the Adviser's employee or agent. 11.DURATION AND
TERMINATION OF THIS AGREEMENT. This Agreement shall remain in force until June
30, 2003, and from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of the Trustees who
are not interested persons of the Adviser or (other than as Board members) of
the Fund, cast in person at a meeting called for the purpose of voting on such
approval, and (b) either (i) the Trustees or (ii) a majority of the outstanding
voting securities of the Fund. This Agreement may, on 60 days' written notice,
be terminated at any time without the payment of any penalty by the vote of a
majority of the outstanding voting securities of the Fund, by the Trustees or by
the Adviser. Termination of this Agreement shall not be deemed to terminate or
otherwise invalidate any provisions of any contract between the Adviser and any
other series of the Trust. This Agreement shall automatically terminate in the
event of its assignment. In interpreting the provisions of this Section 11, the
definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting security") shall be
applied. 12.AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees who are not
interested persons of the Adviser or (other than as Trustees) of the Fund, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) a majority of the outstanding voting securities of the Fund, as defined in
the 1940 Act. 13.GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of The Commonwealth of Massachusetts.
14.SEVERABILITY. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.
15.MISCELLANEOUS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The name ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum Fund is a series
designation of the Trustees under the Trust's Declaration of Trust. The
Declaration of Trust has been filed with the Secretary of State of The
Commonwealth of Massachusetts. The obligations of the Fund are not personally
binding upon, nor shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Trust, but only
upon the Fund and its property. The Fund shall not be liable for the obligations
of any other series of the Trust and no other series shall be liable for the
Fund's obligations hereunder. Yours very truly, ▇▇▇▇ ▇▇▇▇▇▇▇ EQUITY TRUST on
behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum Fund By:___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President The foregoing contract is hereby agreed to as of the
date hereof. ▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC. By: ___________________________ ▇▇▇▇▇
▇. ▇▇▇▇▇▇ Senior Vice President and Secretary
s:\funds\EquityTrust\LargeCapSpectrum\Large Cap Spectrum Inv Mgt Contract