0000950153-01-501195 Sample Contracts

FORM OF SECOND AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2001 • Pilgrim Equity Trust
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FORM OF THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • October 25th, 2001 • Pilgrim Equity Trust • Arizona
FORM OF AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 25th, 2001 • Pilgrim Equity Trust

Pilgrim Equity Trust (the "Trust") and DST Systems, Inc. ("DST") hereby agree to modify and amend the Transfer Agency Agreement, amended and restated as of November 2, 2001 between the Trust and DST ("Agreement") by amending Exhibit A to the Agreement to add the "ING MidCap Value Fund," "ING SmallCap Value Fund," "Pilgrim Biotechnology Fund," and "Pilgrim Principal Protection Fund II," as indicated on the attached amended and restated Exhibit A. The Agreement is to be effective with respect to each such Fund upon the effective date of the initial Registration Statement with respect to each respective Fund.

FORM OF CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • October 25th, 2001 • Pilgrim Equity Trust • Massachusetts
FORM OF AMENDED AND RESTATED SCHEDULE A WITH RESPECT TO THE CUSTODIAN SERVICE AND MONITORING AGREEMENT DATED JULY 3, 2001 FEES AND EXPENSES
Pilgrim Equity Trust • October 25th, 2001

Pursuant to the Custodian Service and Monitoring Agreement dated July 3, 2001 by and among Pilgrim Equity Trust, MBIA Insurance Corporation and State Street Bank and Trust Company (the "Agreement") the undersigned hereby amend this Schedule A to the Agreement to add Pilgrim Principal Protection Fund II, a newly established series of Pilgrim Equity Trust.

FORM OF AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Pilgrim Equity Trust • October 25th, 2001
November 2, 2001 Pursuant to Section 1 of the Sub-Adviser Agreement dated May 9, 2001 between ING Pilgrim Investments, LLC and Aeltus Investment Management, Inc. (the "Agreement") we hereby notify you of our intention to retain you as Sub-Adviser to...
Pilgrim Equity Trust • October 25th, 2001

Pursuant to Section 1 of the Sub-Adviser Agreement dated May 9, 2001 between ING Pilgrim Investments, LLC and Aeltus Investment Management, Inc. (the "Agreement") we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Pilgrim Principal Protection Fund II, a newly established series of Pilgrim Equity Trust, upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement has been modified to give effect to the foregoing by adding the "Pilgrim Principal Protection Fund II" to Schedule A of the Agreement. The Amended and Restated Schedule A, with the annual investment management fees indicated for the series, is attached hereto.

November 2, 2001 Pursuant to Section 1 of the Investment Management Agreement dated May 9, 2001 between Pilgrim Equity Trust and ING Pilgrim Investments, LLC (the "Agreement") we hereby notify you of our intention to retain you as Manager to render...
Pilgrim Equity Trust • October 25th, 2001

Pursuant to Section 1 of the Investment Management Agreement dated May 9, 2001 between Pilgrim Equity Trust and ING Pilgrim Investments, LLC (the "Agreement") we hereby notify you of our intention to retain you as Manager to render investment advisory services to Pilgrim Principal Protection Fund II, a newly established series of Pilgrim Equity Trust, upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement has been modified to give effect to the foregoing by adding the "Pilgrim Principal Protection Fund II" to Schedule A of the Agreement. The Amended and Restated Schedule A, with the annual investment management fees indicated for the series, is attached hereto.

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