▇▇▇▇ ▇▇▇▇▇▇▇ EQUITY TRUST ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum Fund Sub-Investment
Management Contract Dated September 23, 2001 ▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC. ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ EQUITY TRUST ▇▇▇▇
▇▇▇▇▇▇▇ Large Cap Spectrum Fund ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ALLIANCE CAPITAL MANAGEMENT L.P. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ Sub-Investment Management Contract Ladies and Gentlemen: ▇▇▇▇ ▇▇▇▇▇▇▇
Equity Trust (the "Trust") 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 may be classified into
series, each series representing the entire undivided interest in a separate
portfolio of assets. Series may be established or terminated from time to time
by action of the Board of Trustees of the Trust. As of the date hereof, the
Trust has two series of shares, representing interests in ▇▇▇▇ ▇▇▇▇▇▇▇ Growth
Trends Fund and ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum 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 ▇▇▇▇
▇▇▇▇▇▇▇ Large Cap Spectrum Fund (the "Fund"), and to provide certain other
services, under the terms and conditions provided in the Investment Management
Contract, dated as of the date hereof, between the Trust, the Fund and the
Adviser (the "Investment Management Contract"). The Adviser and the Trustees
have selected (the "Sub-Adviser") to provide the Adviser and the Fund with the
advice and services set forth below, and the Sub-Adviser is willing to provide
such advice and services, subject to the review of the Trustees and overall
supervision of the Adviser, under the terms and conditions hereinafter set
forth. The Sub-Adviser hereby represents and warrants that it is registered as
an investment adviser under the Investment Advisers Act of 1940, as amended.
Accordingly, the Trust, on behalf of the Fund, and the Adviser agree with the
Sub-Adviser as follows: ▇.▇▇▇▇▇▇▇▇ of Documents. The Trust has furnished the
Sub-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
approving the form of this Agreement by and among the Adviser, the Sub-Adviser
and the Trust, on behalf of the Fund; (d)Resolutions of the Trustees selecting
the Adviser as investment adviser for the Fund and approving the form of the
Investment Management Contract; (e)the Investment Management Contract; (f)the
Fund's portfolio compliance checklists; and (g)the Fund's current Registration
Statement, including the Fund's Prospectus and Statement of Additional
Information. The Trust will furnish to the Sub-Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. The Sub-Adviser has furnished the Adviser
with a copy of the Sub-Adviser's Code of Ethics, and will furnish the Adviser
from time to time with copies of any amendments to the code. The restrictions of
the Sub-Adviser may differ from those of the Trust where appropriate as long as
they maintain the same intent consistent with the sub-adviser's own procedures
for recommending and purchasing securities. 2.Investment Services. The
Sub-Adviser will use its best efforts to provide to the Fund continuing and
suitable investment advice with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund as set forth in the
Fund's Prospectus and Statement of Additional Information. In the performance of
the Sub-Adviser's duties hereunder, subject always (x) to the provisions
contained in the documents delivered to the Sub- 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 Registration Statement of the Trust, on behalf
of the Fund, 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 Sub-Adviser will, have investment discretion with respect to the Fund and
will, at its own expense: (a)furnish the Adviser and the Fund with advice and
recommendations, consistent with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus and Statement of
Additional Information, with respect to the purchase, holding and disposition of
portfolio securities including, the purchase and sale of options; (b)furnish the
Adviser and the Fund with advice as to the manner in which voting rights,
subscription rights, rights to consent to corporate action and any other rights
pertaining to the Fund's assets shall be exercised, the Fund having the
responsibility to exercise such voting and other rights; (c)furnish the Adviser
and the Fund with research, economic and statistical data in connection with the
Fund's investments and investment policies; (d)submit such reports relating to
the valuation of the Fund's securities as the Trustees may reasonably request;
(e)subject to prior consultation with the Adviser, engage in negotiations
relating to the Fund's investments with issuers, investment banking firms,
securities brokers or dealers and other institutions or investors; (f)consistent
with 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
Sub- Adviser, including brokers or dealers that are affiliates of the
Sub-Adviser, provided that in connection with the placing of such orders and the
selection of such brokers or dealers the Sub- 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 and furnished to the Sub-Adviser from time to time; (g)from
time to time or at any time requested by the Adviser or the Trustees, make
reports to the Adviser or the Trust of the Sub-Adviser's performance of the
foregoing services; (h)subject to the supervision of the Adviser, maintain all
books and records with respect to the Fund's securities transactions required by
the 1940 Act, and preserve such records for the periods prescribed therefor by
the 1940 Act (the Sub-Adviser agrees that such records are the property of the
Trust and copies will be surrendered to the Trust promptly upon request
therefor); (i)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 advise the Adviser on the same day such instructions
are given; and (j)cooperate generally with the Fund and the Adviser to provide
information necessary for the preparation of registration statements and
periodic reports to be filed with the Securities and Exchange Commission,
including Form N-1A, periodic statements, shareholder communications and proxy
materials furnished to holders of shares of the Fund, filings with state "blue
sky" authorities and with United States agencies responsible for tax matters,
and other reports and filings of like nature. 3.Expenses Paid by the
Sub-Adviser. The Sub-Adviser will pay the cost of maintaining the staff and
personnel necessary for it to perform its obligations under this Agreement, the
expenses of office rent, telephone, telecommunications and other facilities it
is obligated to provide in order to perform the services specified in Section 2,
and any other expenses incurred by it in connection with the performance of its
duties hereunder. 4.Expenses of the Fund Not Paid by the Sub-Adviser. The
Sub-Adviser will not be required to pay any expenses which this Agreement does
not expressly make payable by the Sub- Adviser. In particular, and without
limiting the generality of the foregoing but subject to the provisions of
Section 3, the Sub-Adviser will not be required to pay under this Agreement:
(a)the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser; (b)legal, accounting and
auditing fees and expenses of the Trust or the Fund; (c)the fees and
disbursements of custodians and depositories of the Trust or the Fund's assets,
transfer agents, disbursing agents, plan agents and registrars; (d)taxes and
governmental fees assessed against the Trust or the Fund's assets and payable by
the Trust or the Fund; (e)the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to shareholders of the Trust
or the Fund except that the Sub-Adviser shall bear the costs of providing the
information referred to in Section 2(j) to the Adviser; (f)brokers' commissions
and underwriting fees; and (g)the expense of periodic calculations of the net
asset value of the shares of the Fund. 5. Compensation of the Sub-Adviser. The
compensation of the Sub-Adviser for its services under this Agreement shall be
calculated and paid in accordance with the Fee Schedule attached hereto as
Schedule C, as the same may be amended from time to time by mutual agreement
between the Adviser and the Sub-Adviser. The fee payable to the Adviser is
calculated on the basis of the "average daily net assets" of the Fund and 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
Sub-Adviser will receive a pro rata portion of such fee for any periods in which
the Sub-Adviser advises the Fund less than a full month. Fund shall not be
liable to the Sub-Adviser for the Sub-Adviser's compensation hereunder.
Calculations of the Sub-Adviser's fee will be based on average net asset values
as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may
from time to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a
portion of its expenses not otherwise required to be borne or reimbursed by it.
Any such fee reduction or undertaking may be discontinued or modified by the
Sub-Adviser at any time. 6.Other Activities of the Sub-Adviser and Its
Affiliates. Nothing herein contained shall prevent the Sub-Adviser or any
associate of the Sub-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
Sub-Adviser 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 Sub-Adviser or its
affiliates and to said affiliates themselves. 7.Avoidance of Inconsistent
Position. In connection with purchases or sales of portfolio securities for the
account of the Fund, neither the Sub-Adviser nor any of its investment
management subsidiaries nor any of 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. The Sub-Adviser shall not knowingly recommend that the
Fund purchase, sell or retain securities of any issuer in which the Sub-Adviser
has a financial interest without obtaining prior approval of the Adviser prior
to the execution of any such transaction. Nothing herein contained shall limit
or restrict the Sub-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. The Trust and Fund acknowledge the Sub-Adviser and its officers,
affiliates, and employees, and its other clients may at any time have, acquire,
increase, decrease or dispose of positions in investments which are at the same
time being acquired or disposed of hereunder. The Sub-Adviser shall have no
obligation to acquire with respect to the Fund, a position in any investment
which the Sub-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 Sub-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 Sub-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. ▇.▇▇ Partnership or Joint Venture. The
Trust, the Fund, the Adviser and the Sub-Adviser are not 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. 9.Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust or the Fund or the Adviser in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Sub-Adviser's part 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 Sub-Adviser, who may be
or become an employee of and paid by the Trust or the Fund shall be deemed, when
acting within the scope of his employment by the Trust or the Fund, to be acting
in such employment solely for the Trust or the Fund and not as the Sub-Adviser's
employee or agent. 10.Duration and Termination of this Agreement. This Agreement
shall remain in force until the second anniversary of the date upon which this
Agreement was executed by the parties hereto, 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,
the Sub-Adviser, or (other than as Board members) of the Trust or 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 Trust or the
Fund by vote of a majority of the outstanding voting securities of the Fund, by
the Trustees, the Adviser or the Sub-Adviser. Termination of this Agreement with
respect to the Fund shall not be deemed to terminate or otherwise invalidate any
provisions of any contract between the Sub-Adviser and any other series of the
Trust. This Agreement shall automatically terminate in the event of its
assignment or upon termination of the Investment Management Contract. In
interpreting the provisions of this Section 10, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "assignment,"
"interested person" or "voting security"), shall be applied. 11.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, the Sub-Adviser, or (other than as Board members) of the
Trust or the Fund, cast in person at a meeting called for the purpose of voting
on such approval, and , if required, (b) a majority of the outstanding voting
securities of the Fund, as defined in the 1940 Act. 12.Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts. 13.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. 14.Miscellaneous. (a) 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Equity Trust is the
designation of the Trustees under the Amended and Restated Declaration of Trust
dated June 8, 1999, as amended from time to time. The Declaration of Trust has
been filed with the Secretary of The Commonwealth of Massachusetts. The
obligations of the Trust and 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 Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of any
other series of the Trust. (b) Any information supplied by the Sub-Adviser,
which is not otherwise in the public domain, in connection with the performance
of its duties hereunder is to be regarded as confidential and for use only by
the Fund and/or its agents, and only in connection with the Fund and its
investments. Yours very truly, ▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC.
By:_____________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President the foregoing
contract is hereby agreed to as of the date hereof. ▇▇▇▇ ▇▇▇▇▇▇▇ EQUITY TRUST on
behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Spectrum Fund
By:________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President ALLIANCE CAPITAL
MANAGEMENT L.P. BY:Alliance Capital Management Corporation, its General Partner
By:________________________________ Name: Title:
s:\funds\EquityTrust\LargeCapSpectrum\Subinv Mgt Contract SCHEDULE C SUBADVISORY
FEE For services provided to the Fund as set forth in this Agreement, during the
period commencing on the date of this Agreement and ending on the one year
anniversary of this Agreement, the Adviser will pay to the Sub-Adviser, on or
before the 10th day of each month, a fee, payable in arrears, at the annual rate
of 0.500% of average net assets in the Fund managed by the Sub- Adviser.
Thereafter, the fee shall be calculated at the following annual rates: 0.900% on
the first $20 million of average net assets managed by the Sub- Adviser; 0.750%
on the next $20 million of average net assets managed by the Sub- Adviser;
0.600% on the next $20 million of average net assets managed by the Sub-
Adviser; 0.400% on the next $40 million of average net assets managed by the
Sub- Adviser; 0.300% on next average net assets in excess of $100 million
managed by the Sub-Adviser. The fees shall be prorated for any month during
which this agreement is in effect for only a portion of the month. In computing
the fee to be paid to the Sub-Adviser, the net asset value of the Fund shall be
valued as set forth in the then current registration statement of the Fund.