Exhibit (d)(1)(vi)
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
AMENDED AND RESTATED AGREEMENT ("AGREEMENT"), dated as of May 1, 2000,
between the EQ Advisors Trust, a Delaware business trust ("Trust"), and The
Equitable Life Assurance Society of the United States, a New York Stock life
insurance company ("Equitable" or "Manager").
WHEREAS, the Trust is registered as an investment company under the
Investment Company Act of 1940, as amended ("Investment Company Act");
WHEREAS, Equitable is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, the Trust's shareholders are and will be primarily separate
accounts maintained by insurance companies for variable life insurance policies
and variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies; as
well as other shareholders as permitted under Section 817(h) of the Internal
Revenue Code of 1986, as amended ("Code"), and the rules and regulations
thereunder with respect to the qualification of variable annuity contracts and
variable life insurance policies as insurance contracts under the Code.
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives,
investment policies and restrictions;
WHEREAS, the Investment Company Act prohibits any person from acting as
an investment adviser to a registered investment company except pursuant to a
written contract; and
WHEREAS, the Board of Trustees of the Trust wishes to appoint Equitable
as the investment manager of the Trust;
NOW, THEREFORE, the Trust and Equitable hereby amend and restate this
Agreement as follows:
1. APPOINTMENT OF MANAGER
The Trust hereby appoints Equitable as the investment manager for each of the
portfolios of the Trust specified in Appendix A to this Agreement, as such
Appendix A may be amended by Manager and the Trust from time to time
("Portfolios"), subject to the supervision of the Trustees of the Trust and in
the manner and under the terms and conditions set forth in this Agreement.
Manager accepts such appointment and agrees to render the services and to assume
the obligations set forth in this Agreement commencing on its effective date.
Manager will be an independent contractor and will have no authority to act for
or represent the Trust in any way or otherwise be deemed an agent unless
expressly authorized in this Agreement or another writing by the Trust and
Manager.
2. DUTIES OF THE MANAGER
A. Subject to the general supervision and control of the Trustees of the
Trust and under the terms and conditions set forth in this Agreement,
the Trust acknowledges and agrees that it is contemplated that Manager
will, at its own expense, select and contract with one or more
investment advisers ("Advisers") to manage the investment operations
and composition of each and every Portfolio of the Trust and render
investment advice for each Portfolio, including the purchase,
retention, and disposition of the investments, securities and cash
contained in each Portfolio, in accordance with each Portfolio's
investment objectives, policies and restrictions as stated in the
Trust's Amended and Restated Agreement and Declaration of Trust,
By-Laws, and such Portfolio's Prospectus and Statement of Additional
Information ("SAI"), as is from time to time in effect; provided, that
any contract with an Adviser (an "Advisory Agreement") shall be in
compliance with and approved as required by the Investment Company Act
or in accordance with exemptive relief granted by the Securities and
Exchange Commission ("SEC") under the Investment Company Act.
B. Subject always to the direction and control of the Trustees of the
Trust, Manager will have (i) overall supervisory responsibility for
the general management and investment of each Portfolio's assets; (ii)
full discretion to select new or additional Advisers for each
Portfolio; (iii) full discretion to enter into and materially modify
existing Advisory Agreements with Advisors; (iv) full discretion to
terminate and replace any Adviser; and (v) full investment discretion
to make all determinations with respect to the investment of a
Portfolio's assets not then managed by an Adviser. In connection with
Manager's responsibilities herein, Manager will assess each
Portfolio's investment focus and will seek to implement decisions with
respect to the allocation and reallocation of each Portfolio's assets
among one or more current or additional Advisers from time to time, as
the Manager deems appropriate, to enable each Portfolio to achieve its
investment goals. In addition, Manager will monitor compliance of each
Adviser with the investment objectives, policies and restrictions of
any Portfolio or Portfolios (or portions of any Portfolio) under the
management of such Adviser, and review and report to the Trustees of
the Trust on the performance of each Adviser. Manager will furnish, or
cause the appropriate Adviser(s) to furnish, to the Trust such
statistical information, with respect to the investments that a
Portfolio (or portions of any Portfolio) may hold or contemplate
purchasing, as the Trust may reasonably request. On Manager's own
initiative, Manager will apprise, or cause the appropriate Adviser(s)
to apprise, the Trust of important developments materially affecting
each Portfolio (or any portion of a Portfolio that they advise) and
will furnish the Trust, from time to time, with such information as
may be appropriate for this purpose. Further, Manager agrees to
furnish, or cause the appropriate Adviser(s) to furnish, to the
Trustees of the Trust such periodic and special reports as the
Trustees of the Trust may reasonably request. In addition, Manager
agrees to cause the appropriate Adviser(s) to furnish to third-party
data reporting services all currently available standardized
performance information and other customary data.
C. Manager will also furnish to the Trust, at its own expense and without
renumeration from or other cost to the Trust, the following:
(i) Office Space. Manager will provide office space in the offices of the
Manager or in such other place as may be reasonably agreed upon by the parties
hereto from time to time, and all necessary office facilities and equipment;
(ii) Personnel. Manager will provide necessary executive and other
personnel, including personnel for the performance of clerical and other office
functions, exclusive of those functions: (a) related to and to be performed
under the Trust's contract or contracts for administration, custodial,
accounting, bookkeeping, transfer, and dividend disbursing agency or similar
services by any entity, including Manager or its affiliates, selected to perform
such services under such contracts; and (b) related to the services to be
provided by any Adviser pursuant to an Advisory Agreement; and
(iii) Preparation of Prospectus and Other Documents. Manager will provide
other information and services, other than services of outside counsel or
independent accountants or services to be provided by any Adviser under any
Advisory Agreement, required in connection with the preparation of all
registration statements and Prospectuses, prospectus supplements, SAIs, all
annual, semiannual, and periodic reports to shareholders of the Trust,
regulatory authorities, or others, and all notices and proxy solicitation
materials, furnished to shareholders of the Trust or regulatory authorities, and
all tax returns.
D. Limitations on Liability. Manager will exercise its best judgment in
rendering its services to the Trust, and the Trust agrees, as an
inducement to Manager's undertaking to do so, that the Manager will
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, but will be liable only for willful
misconduct, bad faith, gross negligence, reckless disregard of its
duties or its failure to exercise due care in rendering its services
to the Trust as specified in this Agreement. Any person, even though
an officer, director, employee or agent of Manager, who may be or
become an officer, Trustee, employee or agent of the Trust, shall be
deemed, when rendering services to the Trust or when acting on any
business of the Trust, to be rendering such services to or to be
acting solely for the Trust and not as an officer, director, employee
or agent, or one under the control or direction of Manager, even
though paid by it.
E. Section 11 of the Securities Exchange Act of 1934, as amended. The
Trust hereby agrees that any entity or person associated with Manager
that is a member of a national securities exchange is authorized to
effect any transaction on such exchange for the account of a Portfolio
to the extent and as permitted by Section 11(a)(1)(H) of the
Securities Exchange Act of 1934, as amended ("1934 Act").
F. Section 28(e) of the 1934 Act. Subject to the appropriate policies and
procedures approved by the Board of Trustees, the Manager may, to the
extent authorized by Section 28(e) of the 1934 Act, cause a Portfolio
to pay a broker or dealer that provides brokerage or research services
to the Manager, the Adviser, the Trust and the Portfolio an amount of
commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines, in good faith,
that such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided in terms of that
particular transaction or the Manager's overall responsibilities to
the Portfolio, the Trust or its other investment advisory clients. To
the extent authorized by said Section 28(e) and the Board of Trustees,
the Manager shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by
reason of such action. In addition, subject to seeking the most
favorable price and best execution available and in compliance with
the Conduct Rules of the National Association of
Securities Dealers, Inc., the Manager may also consider sales of
shares of the Trust as a factor in the selection of brokers and
dealers.
G. Directed Brokerage. Subject to the requirement to seek best price and
execution, and to the appropriate policies and procedures approved by
the Board of Trustees, the Trust reserves the right to direct the
Manager to cause Advisers to effect transactions in portfolio
securities through broker-dealers in a manner that will help generate
resources to: (i) pay the cost of certain expenses which the Trust is
required to pay or for which the Trust is required to arrange payment
pursuant to Section 3.B. of this Agreement ("Trust Expenses"); or (ii)
finance activities that are primarily intended to result in the sale
of Trust shares. At the discretion of the Board of Trustees, such
resources may be used to pay or cause the payment of Trust Expenses or
may be used to finance activities that are primarily intended to
result in the sale of Trust shares.
3. ALLOCATION OF EXPENSES
A. Expenses Paid by the Manager:
(i) Salaries, Expenses and Fees of Certain Persons. Manager (or its
affiliates) shall pay all salaries, expenses, and fees of the Trustees and
officers of the Trust who are officers, directors/trustees, partners, or
employees of Manager or its affiliates; and
(ii) Assumption of Trust Expenses. The payment or assumption by
Manager of any expense of the Trust that Manager is not required by this
Agreement to pay or assume shall not obligate Manager to pay or assume the
same or any similar expense of the Trust on any subsequent occasion.
B. Expenses Paid by the Trust: The Trust will pay all expenses of its
organization, operations, and business not specifically assumed or
agreed to be paid by Manager, as provided in this Agreement, or by an
Adviser, as provided in an Advisory Agreement. Without limiting the
generality of the foregoing, the Trust shall pay or arrange for the
payment of the following:
(i) Preparing, Printing and Mailing of Certain Documents. The
costs of preparing, setting in type, printing and mailing of
Prospectuses, Prospectus supplements, SAIs, annual, semiannual and
periodic reports, and notices and proxy solicitation materials
required to be furnished to shareholders of the Trust or regulatory
authorities, and all tax returns;
(ii) Officers and Trustees. Compensation of the officers and
Trustees of the Trust who are not officers, directors/trustees,
partners or employees of Manager or its affiliates;
(iii) Registration Fees and Expenses. All legal and other fees
and expenses incurred in connection with the affairs of the Trust,
including those incurred with respect to registering its shares with
regulatory authorities and all fees and expenses incurred in
connection with the preparation, setting in type, printing, and filing
with necessary regulatory authorities of any registration statement
and Prospectus, and any amendments or supplements that may be made
from time to time, including registration, filing and other fees in
connection with requirements of regulatory authorities;
(iv) Custodian and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
Trust's cash, securities, and other property, including all charges of
depositories, custodians, and other agents, if any;
(v) Independent Legal and Accounting Fees and Expenses. The
charges for the services and expenses of the independent accountants
and legal counsel retained by the Trust, for itself or its Independent
Trustees (as defined herein);
(vi) Transfer Agent. The charges and expenses of maintaining
shareholder accounts, including all charges of transfer, bookkeeping,
and dividend disbursing agents appointed by the Trust;
(vii) Brokerage Commissions. All brokers' commissions and issue
and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Trust is a party;
(viii) Taxes. All taxes and corporate fees payable by or with
respect to the Trust to federal, state, or other governmental
agencies;
(ix) Trade Association Fees. Any membership fees, dues or
expenses incurred in connection with the Trust's membership in any
trade association or similar organizations;
(x) Bonding and Insurance. All insurance premiums for fidelity
and other coverage;
(xi) Shareholder and Board Meetings. All expenses incidental to
holding shareholders and Trustees meetings, including the printing of
notices and proxy materials and proxy solicitation fees and expenses;
(xii) Pricing. All expenses of pricing of the net asset value per
share of each Portfolio, including the cost of any equipment or
services to obtain price quotations; and
(xiii) Nonrecurring and Extraordinary Expenses. Such
extraordinary expenses, such as indemnification payments or damages
awarded in litigation or settlements made.
4. COMPENSATION OF MANAGER
For its services performed hereunder, the Trust will pay Manager with respect to
each Portfolio the compensation specified in Appendix B to this Agreement. Such
compensation shall be paid to Manager by the Trust on the first day of each
month; however, the Trust will calculate this charge on the daily average value
of the assets of each Portfolio and accrue it on a daily basis.
5. NON-EXCLUSIVITY
The services of Manager to the Trust are not to be deemed to be exclusive, and
Manager shall be free to render investment management, advisory or other
services to others (including other investment companies) and to engage in other
activities so long as the services provided hereunder by Manager are not
impaired. It is understood and agreed that the directors, officers and employees
of Manager are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors/trustees, or employees of any other firm or corporation,
including other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
Manager may enter into arrangements with its parent or other persons affiliated
or unaffiliated with Manager for the provision of certain personnel and
facilities to Manager to enable Manager to fulfill its duties and obligations
under this Agreement.
7. REGULATION
Manager shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. RECORDS
The records relating to the services provided under this Agreement shall be the
property of the Trust and shall be under its control; however, the Trust shall
furnish to Manager such records and
permit it to retain such records (either in original or in duplicate form) as it
shall reasonably require in order to carry out its duties. In the event of the
termination of this Agreement, such records shall promptly be returned to the
Trust by Manager free from any claim or retention of rights therein. Manager
shall keep confidential any information obtained in connection with its duties
hereunder and disclose such information only if the Trust has authorized such
disclosure or if such disclosure is expressly required or lawfully requested by
applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT
This Agreement, as amended and restated, shall become effective for each
Portfolio on May 1, 2000, unless the requisite approval is not obtained by May
1, 2000, in which case the effective date for any such Portfolio will be the
date indicated in Appendix A. Further amendments to this Agreement shall become
effective on the later of the date specified in such amendment (after execution
by all parties) or the date of any meeting of the shareholders of the Trust
relating to such amendment, which for these purposes may be the sole initial
shareholder of the Trust, at which meeting this Agreement is approved by the
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Portfolios. The Agreement will continue in effect
for a period more than one year from the date of its execution only so long as
such continuance is specifically approved at least annually either by (i) the
Trustees of the Trust or (ii) by the vote of either a majority of the
outstanding voting securities of the Trust or, as appropriate, a majority of the
outstanding voting securities of any affected Portfolio, provided that, in
either event, such continuance shall also be approved by the vote of a majority
of the Trustees of the Trust who are not "interested persons" ("Independent
Trustees") of any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval. The required shareholder approval of
the Agreement or of any continuance of the Agreement shall be effective with
respect to any affected Portfolio if a "majority of the outstanding voting
securities" (as defined in Rule 18f-2(h) under the Investment Company Act) of
the affected Portfolio votes to approve the Agreement or its continuance,
notwithstanding that the Agreement or its continuance may not have been approved
by a majority of the outstanding voting securities of (a) any other Portfolio
affected by the Agreement or (b) all the Portfolios of the Trust.
If the shareholders of any Portfolio fail to approve the Agreement or any
continuance of the Agreement, Manager will continue to act as investment manager
with respect to such Portfolio pending the required approval of the Agreement or
its continuance or of a new contract with Manager or a different investment
manager or other definitive action; provided, that the compensation received by
Manager in respect of such Portfolio during such period will be no more than its
actual costs incurred in furnishing investment advisory and management services
to such Portfolio or the amount it would have received under the Agreement in
respect of such Portfolio, whichever is less.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees, including a majority of the Independent Trustees of
the Trust, by the vote of a majority of the outstanding voting securities of the
Trust, or with respect to any affected Portfolio, by the vote of a majority of
the outstanding voting securities of such Portfolio, on sixty (60) days' written
notice to Manager, or by Manager on sixty (60) days' written notice to the
Trust. This Agreement will automatically terminate, without payment of any
penalty, in the event of its assignment.
11. PROVISION OF CERTAIN INFORMATION BY MANAGER
Manager will promptly notify the Trust in writing of the occurrence of any
of the following events:
A. Manager fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which Manager is
required to be registered as an investment adviser in order to perform
its obligations under this Agreement;
B. Manager is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or
by any court, public board or body, involving the affairs of the
Trust; and/or
C. the chief executive officer or controlling stockholder of Manager or
the portfolio manager of any Portfolio changes or there is otherwise
an actual change in control or management of Manager.
12. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the rules or
regulations thereunder or pursuant to any exemptive relief granted by the SEC,
this Agreement may be amended by the parties only if such amendment, if
material, is specifically approved by the vote of a majority of the outstanding
voting securities of each of the Portfolios affected by the amendment (unless
such approval is not required by Section 15 of the Investment Company Act as
interpreted by the SEC or its staff) and by the vote of a majority of the
Independent Trustees of the Trust cast in person at a meeting called for the
purpose of voting on such approval. The required shareholder approval shall be
effective with respect to any Portfolio if a majority of the outstanding voting
securities of the [series of] shares of that Portfolio vote to approve the
amendment, notwithstanding that the amendment may not have been approved by a
majority of the outstanding voting securities of (a) any other Portfolio
affected by the amendment or (b) all the Portfolios of the Trust.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
14. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
15. NOTICES
All notices required to be given pursuant to this Agreement shall be delivered
or mailed to the last known business address of the Trust or Manager in person
or by registered mail or a private mail or delivery service providing the sender
with notice of receipt.
Notice shall be deemed given on the date delivered or mailed in accordance with
this section.
16. FORCE MAJEURE
Manager shall not be liable for delays or errors occurring by reason of
circumstances beyond its control, including but not limited to acts of civil or
military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control,
Manager shall take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.
17. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed, insofar as is possible, as if such
portion had never been contained herein.
18. INTERPRETATION
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Amended and Restated Agreement and Declaration of Trust or
By-Laws, or any applicable statutory or regulatory requirements to which it is
subject or by which it is bound, or to relieve or deprive the Trustees of their
responsibility for and control of the conduct of the affairs of the Trust.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware (without giving effect to its
conflict of laws principles), or any of the applicable provisions of the
Investment Company Act. To the extent that the laws of the State of Delaware, or
any of the provisions in this Agreement, conflict with applicable provisions of
the Investment Company Act, the latter shall control. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the Investment Company Act
shall be resolved by reference to such term or provision of the Investment
Company Act and to interpretations thereof, if any, by the United States courts
or, in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to the Investment
Company Act. Specifically, the terms "vote of a majority of the outstanding
voting securities," "interested persons," "assignment," and "affiliated
persons," as used herein shall have the meanings assigned to them by Section
2(a) of the Investment Company Act unless otherwise stated herein. In addition,
where the effect of a requirement of the Investment Company Act reflected in any
provision of this Agreement is relaxed by a rule, regulation or order of the
SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first mentioned above.
EQ ADVISORS TRUST
By:
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Xxxxx X. Xxxxx
President and Trustee
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By:
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Xxxxxxx Xxxxxxx
Director, President and Chief Operating Officer
APPENDIX A
TO THE
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
PORTFOLIOS
EQ/Xxxxxx Balanced Portfolio MFS Growth with Income Portfolio
EQ/Xxxxxx Growth & Income Value Portfolio EQ/Alliance Premier Growth Portfolio
EQ/Xxxxxx International Equity Portfolio Capital Guardian Research Portfolio
EQ/Xxxxxx Investors Growth Portfolio Capital Guardian U.S. Equity Portfolio
Xxxxxxx Xxxxx Basic Value Equity Portfolio Capital Guardian International Portfolio
Xxxxxxx Xxxxx World Strategy Portfolio Alliance Money Market Portfolio
MFS Emerging Growth Companies Portfolio Alliance Intermediate Government Securities Portfolio
MFS Research Portfolio Alliance Quality Bond Portfolio
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio Alliance High Yield Portfolio
X. Xxxx Price Equity Income Portfolio EQ/Balanced Portfolio
X. Xxxx Price International Stock Portfolio Alliance Conservative Investors Portfolio
Warburg Pincus Small Company Value Portfolio Alliance Growth Investors Portfolio
BT Equity 500 Index Portfolio Alliance Common Stock Portfolio
BT International Equity Index Portfolio Alliance Equity Index Portfolio
BT Small Company Index Portfolio Alliance Growth And Income Portfolio
JPM Core Bond Portfolio EQ/Aggressive Stock Portfolio
Lazard Large Cap Value Portfolio Alliance Small Cap Growth Portfolio
Lazard Small Cap Value Portfolio Alliance Global Portfolio
EQ/Evergreen Foundation Portfolio Alliance International Portfolio
EQ/Evergreen Portfolio Xxxxxxx Socially Responsible Portfolio
Date: May 1, 0000
XXXXXXXX X
The Trust shall pay the Manager, at the end of each calendar month,
compensation computed daily at an annual rate equal to the following:
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(as a percentage of average daily net assets) (fee on all assets)
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Index Portfolios
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Alliance Equity Index 0.250%
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BT Equity 500 Index 0.250%
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BT International Equity Index 0.350%
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BT Small Company Index 0.250%
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(as a percentage of average daily net assets)
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First Next Next Next
Debt Portfolios $750 Million $750 Million $1 Billion $2.5 Billion Thereafter
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Alliance High Yield 0.600% 0.575% 0.550% 0.530% 0.520%
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Alliance Intermediate Government Securities 0.500% 0.475% 0.450% 0.430% 0.420%
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Alliance Money Market 0.350% 0.325% 0.300% 0.280% 0.270%
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Alliance Quality Bond 0.525% 0.500% 0.475% 0.455% 0.445%
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JPM Core Bond 0.450% 0.425% 0.400% 0.380% 0.370%
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(as a percentage of average daily net assets)
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First Next Next Next
Equity Portfolios $1 Billion $1 Billion $3 Billion $5 Billion Thereafter
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Alliance Common Stock 0.550% 0.500% 0.475% 0.450% 0.425%
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Alliance Conservative Investors 0.600% 0.550% 0.525% 0.500% 0.475%
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Alliance Global 0.750% 0.700% 0.675% 0.650% 0.625%
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Alliance Growth and Income 0.600% 0.550% 0.525% 0.500% 0.475%
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Alliance Growth Investors 0.600% 0.550% 0.525% 0.500% 0.475%
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Alliance International 0.850% 0.800% 0.775% 0.750% 0.725%
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Alliance Small Cap Growth 0.750% 0.700% 0.675% 0.650% 0.625%
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Xxxxxxx Socially Responsible 0.650% 0.600% 0.575% 0.550% 0.525%
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Capital Guardian International 0.850% 0.800% 0.775% 0.750% 0.725%
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Capital Guardian Research 0.650% 0.600% 0.575% 0.550% 0.525%
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Capital Guardian U.S. Equity 0.650% 0.600% 0.575% 0.550% 0.525%
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EQ/Aggressive Stock 0.650% 0.600% 0.575% 0.550% 0.525%
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EQ/Alliance Premier Growth 0.900% 0.850% 0.825% 0.800% 0.775%
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EQ/Balanced 0.600% 0.550% 0.525% 0.500% 0.475%
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EQ/Evergreen Foundation 0.600% 0.550% 0.525% 0.500% 0.475%
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EQ/Evergreen Portfolio 0.650% 0.600% 0.575% 0.550% 0.525%`
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EQ/Xxxxxx Balanced 0.600% 0.550% 0.525% 0.500% 0.475%
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(as a percentage of average daily net assets)
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First Next Next Next
Equity Portfolios $1 Billion $1 Billion $3 Billion $5 Billion Thereafter
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EQ/Xxxxxx Growth & Income Value 0.600% 0.550% .0525% 0.500% 0.475%
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EQ/Xxxxxx International Equity 0.850% 0.800% 0.775% 0.750% 0.725%
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EQ/Xxxxxx Investors Growth 0.650% 0.600% 0.575% 0.550% 0.525%
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Lazard Large Cap Value 0.650% 0.600% 0.575% 0.550% 0.525%
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Lazard Small Cap Value 0.750% 0.700% 0.675% 0.650% 0.625%
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Xxxxxxx Xxxxx Basic Value Equity 0.600% 0.550% 0.525% 0.500% 0.475%
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Xxxxxxx Xxxxx World Strategy 0.700% 0.650% 0.625% 0.600% 0.575%
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MFS Emerging Growth Companies 0.650% 0.600% 0.575% 0.550% 0.525%
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MFS Growth with Income 0.600% 0.550% 0.525% 0.500% 0.475%
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MFS Research 0.650% 0.600% 0.575% 0.550% 0.525%
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Xxxxxx Xxxxxxx Emerging Markets Equity 1.150% 1.100% 1.075% 1.050% 1.025%
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X. Xxxx Price Equity Income 0.600% 0.550% 0.525% 0.500% 0.475%
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X. Xxxx Price International Stock 0.850% 0.800% 0.775% 0.750% 0.725%
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Warburg Pincus Small Company Value 0.750% 0.700% 0.675% 0.650% 0.625%
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Date: May 1, 2000
