▇▇▇▇ ▇▇▇▇▇▇▇ U.S. GLOBAL LEADERS GROWTH FUND (a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Capital
Series) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ May 13, 2002 ▇▇▇▇
▇▇▇▇▇▇▇ Advisers, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Investment Management Contract ---------------------------------------- Ladies
and Gentlemen: ▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series (the "Trust"), of which ▇▇▇▇ ▇▇▇▇▇▇▇
U.S. Global Leaders Growth 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, LLC (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: 1. 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 to the Fund's organizational documents and 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 6 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. 2. 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. 3. 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 2, 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 1940 Act) 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. 4.
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 0.75% 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. 5. 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. 6.
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. 7. NO 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. 8. NAME 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, LLC", "▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇
U.S. Global Leaders Growth 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. 9. 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. 10. 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 10, the
definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "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 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. 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