SUBADVISORY AGREEMENT
This Subadvisory Agreement is made and entered into on this 1st day of
October, 1994, by CS First Boston Investment Management Corporation, a New
York corporation (the "Subadviser"), Equitable Investment Services, Inc., an
Iowa corporation (the "Adviser"), and Equi-Select Series Trust, a
Massachusetts business trust (the "Trust").
WITNESSETH:
WHEREAS, the Adviser is engaged pursuant to an Investment Advisory Agreement
(the "Advisory Agreement") with the Trust in the investment of the Trust's
assets in accordance with the Trust's Prospectus and Statement of Additional
Information (collectively the "Prospectus"); and
WHEREAS, pursuant to the Advisory Agreement the Adviser may delegate its
responsibilities for the management of the investment of the assets of one or
more portfolios of the Trust to one or more subadvisers; and
WHEREAS, Adviser desires to so delegate responsibility for management of the
investments of one or more portfolios to Subadviser, and Subadviser agrees to
manage the investment of one or more portfolios in accordance with this
Subadvisory Agreement and the Prospectus;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The Adviser hereby appoints Subadviser to act as the investment advisor
to Adviser with respect to one or more portfolios as identified in "Schedule
A", which is attached hereto and by this reference is incorporated herein,
(singly or collectively the "Portfolio"). Subadviser hereby accepts such
appointment and agrees to render the services herein set forth, for the
compensation set forth on Schedule B, which is attached hereto and by this
reference is incorporated herein. Adviser represents to Subadviser that it is
authorized pursuant to the Advisory Agreement to delegate to the Subadviser
all of the services to be performed by the Subadviser pursuant hereto.
2. Subject to the supervision of the Trustees of the Trust and the Adviser,
Subadviser will manage the securities and investments (including cash) of the
Portfolio, including the purchase, retention and disposition thereof, and the
execution of agreements relating thereto in accordance with the Portfolio's
investment objectives, policies and restrictions as those are stated in the
Prospectus and further subject to the following understandings:
(a) The Subadviser shall furnish a continuous investment program for the
Portfolio and in so doing shall determine from time to time what investments
or securities will be purchased, retained or sold by the Portfolio, and what
portion of the assets will be invested or held uninvested as cash;
(b) The Subadviser in the performance of its duties and obligations
under this Agreement shall act in conformity with the Declaration of Trust,
Bylaws and the Prospectus of the Trust, and with the instructions and
directions of the Trustees of the Trust and, to the extent consistent
therewith and herewith, of the Adviser, and will conform to and comply with
the requirements of the Investment Company Act of 1940 (the "1940 Act"), and
all other applicable federal and state laws and regulations;
(c) The Subadviser shall determine the securities to be purchased or
sold by the Portfolio and, as agent for the Portfolio, will effect
transactions pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities. The Subadviser shall also
determine whether or not the Portfolio shall enter into repurchase or reverse
repurchase agreements or engage in any other investment transactions or
techniques that are consistent with subsection (b) above;
(d) The Subadviser shall maintain all books and records with respect to
the securities transactions of the Portfolio and shall render to the Adviser
or Adviser's designees, such periodic and special reports as the Adviser may
reasonably request;
(e) The Subadviser shall, to the extent the information is within its
control, provide or cause to be provided to the Trust's Custodian all
requested information relating to all transactions concerning the assets of
the Portfolio (other than share transactions of the Portfolio);
(f) The investment advisory services of Subadviser to the Portfolio
under this Subadvisory Agreement are not to be deemed exclusive, and the
Subadviser shall be free to render similar service to others;
(g) The Subadviser is authorized, subject to the supervision of the
Adviser and the Trustees of the Trust, to place orders for the purchase and
sale of the Portfolio's investments with or through such persons, brokers or
dealers, including the Subadviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Portfolio's
policy with respect to brokerage as set forth in the Prospectus. The
Subadviser may, on behalf of the Portfolio, pay brokerage commissions to a
broker which provides brokerage and research services to the Subadviser in
excess of the amount another broker would have charged for effecting the
transaction, provided the Subadviser determines in good faith that the amount
is reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in
terms of the Subadviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Subadviser exercises investment
discretion. It is recognized that the services provided by such brokers may
be useful to the Subadviser in connection with the Subadviser's service to
other clients. On occasions when Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, the Subadviser may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be so
sold or purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
Subadviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and, if applicable, to such
other customers. The Trust and the Adviser acknowledge that in order to
comply with Federal Securities laws and related regulatory requirements, there
may be periods when the Subadviser will not be permitted to initiate or
recommend certain types of transactions in the securities of issuers for which
affiliates of the Subadviser are performing investment banking services, and
neither the Trust nor the Adviser will be advised of that fact. For example,
during certain periods when affiliates of the Subadviser are engaged in an
underwriting or other distribution of a company's securities, the Subadviser
may be prohibited from purchasing or recommending the purchase of certain
securities of that company for its clients. Similarly, the Subadviser may on
occasion be prohibited from selling or recommending the sale of securities of
a company for which affiliates are providing investment banking services.
(h) The Subadviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or Equitable Life Insurance
Company of Iowa variable insurance contracts, as reasonably requested by the
Adviser. Such support shall include, but not necessarily be limited to,
presentations by representatives of the Subadviser at investment seminars,
conferences and other industry meetings. Any materials utilized by the
Adviser which contain any information relating to the Subadviser shall be
submitted to the Subadviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Adviser. Any materials
utilized by the Subadviser which contain any information relating to the
Adviser, Equitable Life Insurance Company of Iowa (including any information
relating to its separate accounts or variable annuity contracts) or the Trust
shall be submitted to the Adviser for approval prior to use, not less than
five (5) business days before such approval is needed by the Subadviser, which
approval shall not be unreasonably withheld.
(i) The Trust represents that it has delivered true and correct copies
to the Subadviser of, and agrees to promptly notify and deliver to the
Subadviser all future amendments and supplements to, the Prospectus, the
Trust's Declaration of Trust, the Trust's Bylaws, resolutions or other
instructions of the Trustees relevant to the Subadviser's performance of its
duties under this Agreement, the Advisory Agreement and the Trust's
Registration Statement on Form N-1A.
3. The Subadviser agrees that all records which it maintains for the
Portfolio pursuant to 2(d) are the property of the Trust and will promptly
surrender any of such records to Adviser upon the Trustees' or Adviser's
request. The Subadviser shall preserve for periods prescribed by Rule 31a-2
of the 1940 Act any such records as are required to be maintained by the
Subadviser with respect to the Portfolio by Rule 31a-1 of the 1940 Act.
4. For performance of the services hereunder with respect to the Portfolios,
the Adviser shall pay the Subadviser pursuant to the Fee Schedule contained in
Schedule B. The fee prescribed in Schedule B shall be calculated daily and
payable monthly in arrears at an annual rate per Schedule B of the Portfolio's
average daily net assets.
5. The Subadviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust, Portfolio or the Adviser in
connection with the matters to which this Subadvisory Agreement relates,
except for a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Subadvisory
Agreement.
6. The term of this Subadvisory Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this
Subadvisory Agreement shall remain in effect through October 1, 1996.
Thereafter, this Subadvisory Agreement shall continue in effect with respect
to the Portfolios from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolios is approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Portfolio or by the
Trustees of the Trust; PROVIDED, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Subadvisory Agreement or interested persons of any
party hereto; and PROVIDED FURTHER that the Subadviser shall not have notified
the Trust in writing at least sixty (60) days prior to October 1, 1996, or at
least sixty (60) days prior to October 1 of any year thereafter that it does
not desire such continuation. The Subadviser shall furnish to the Trust,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Subadvisory Agreement or any extension, renewal or
amendment thereof. This Subadvisory Agreement may be terminated at any time
by any party hereto, without the payment of any penalty, upon sixty (60) days'
prior written notice to the other parties; PROVIDED, that in the case of
termination by the Trust, such action shall have been authorized (i) by
resolution of the Trust's Board of Trustees, including the vote or written
consent of Trustees of the Trust who are not parties to this Subadvisory
Agreement or interested persons of any party hereto, or (ii) by vote of a
majority of the outstanding voting securities of the Portfolio. This
Agreement shall automatically terminate in the event of its "assignment" (as
defined in the 1940 Act).
7. The Subadviser shall for all purposes herein be deemed to be an
independent contractor and shall not, unless otherwise expressly provided
herein or authorized by the Trustees of the Trust from time to time, have any
authority to act for or represent the Portfolio or Trust in any way or
otherwise be deemed to be an agent of the Portfolio or the Trust.
8. This Subadvisory Agreement is entered into by the Trust pursuant to
authority granted by the Trustees, and the obligations created hereby are not
binding on any of the Trustees or shareholders of the Trust individually, but
bind only the property of the Trust and the Portfolios.
9. This Subadvisory Agreement may be amended only in accordance with the
1940 Act.
10. Any notice that is required to be given by the parties to each other
under the terms of this Subadvisory Agreement shall be in writing, delivered,
or mailed postpaid to the other party, or transmitted by facsimile with
acknowledgement of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
CS First Boston Investment Management Corporation
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxx, Xx.
(b) If to the Manager:
Equitable Investment Services, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
(c) If to the Trust:
Equi-Select Series Trust
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
11. This Subadvisory Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.
12. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory Agreement
to be executed by their respective officers designated below as of the day and
year first above written.
ADVISER: TRUST:
EQUITABLE INVESTMENT EQUI-SELECT SERIES TRUST
SERVICES, INC.
By: /S/ XXXX X. XXXXXXXX By: /S/ XXXX X. XXXXXXXX
_____________________________ ______________________________
Its President Its Trustee
SUBADVISER:
CS FIRST BOSTON INVESTMENT
MANAGEMENT CORPORATION
By: /S/ XXXXX X. XXXX
_____________________________
Its____________________
SCHEDULE A
PORTFOLIO LISTING
MONEY MARKET PORTFOLIO
MORTGAGE-BACKED SECURITIES PORTFOLIO
SCHEDULE B
FEE SCHEDULE
Money Market Portfolio .125% of first $50 million
.10% of average net assets over
and above $50 million
Mortgage-Backed Securities Portfolio .35% of first $200 million
.30% of next $300 million
.25% of next $500 million
.20% of next $1 billion
.10% of average net assets over
and above $2 billion
