FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of May 1, 1999, by and between EQ Financial
Consultants, Inc., a Delaware corporation (the "Manager"), and Capital Guardian
Trust Company, a California corporation (the "Adviser").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an investment
company under the Investment Company Act of 1940, as amended (the "Investment
Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts under which income, gains, and losses, whether or not
realized, from assets allocated to such accounts are, in accordance with such
policies and contracts, credited to or charged against such accounts without
regard to other income, gains, or losses of such insurance companies;
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives, policies
and restrictions;
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act") and is the
investment manager to the Trust;
WHEREAS, the Adviser is a bank under Section 202(a)(2) of the Advisers
Act and is therefore exempt under the Advisers Act from the registration and
annual Form ADV filing requirements for investment advisers;
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 Directors of the Trust and the Manager desire that
the Manager retain the Adviser to render investment advisory services to the
portfolios to be known as Capital Guardian Research Portfolio, Capital Guardian
U.S. Equities Portfolio and Capital Guardian International Equities Portfolio
(each such portfolio being hereinafter referred to individually and collectively
as the "Portfolio", as the context may require) in the manner and on the terms
hereinafter set forth, which Portfolio is more particularly described in
Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A for
the Trust filed with the Securities and Exchange Commission (the "SEC") on
February 16. 1999;
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NOW, THEREFORE, the Manager and the Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser for
the Portfolio, subject to the supervision and control of the Manager and the
Trustees of the Trust, and in accordance with the terms and conditions of this
Agreement. The Adviser will be an independent contractor and will have no
authority to act for or represent the Trust or the Manager in any way or
otherwise be deemed an agent of the Trust or the Manager except as expressly
authorized in this Agreement or another writing by the Trust, the Manager and
the Adviser.
2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. As investment adviser to the Portfolio, the Adviser will manage the
investment and reinvestment of the assets of the Portfolio and determine the
composition of the assets of the Portfolio, subject always to the supervision
and control of the Manager and the Trustees of the Trust.
B. As part of the services it will provide hereunder, the Adviser will:
(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and
individual companies or industries, the securities of which are included
in the Portfolio or are under consideration for inclusion in the
Portfolio;
(ii) formulate and implement a continuous investment program for
the Portfolio;
(iii) take whatever steps are necessary to implement the
investment program for the Portfolio by the purchase and sale of
securities and other investments, including the placing of orders for
such purchases and sales;
(iv) keep the Trustees of the Trust and the Manager fully
informed on an ongoing basis of all facts concerning the investment and
reinvestment of the assets in the Portfolio, the Adviser and its
personnel and operations which the Adviser determines in its reasonable
judgment to be material, make regular and special written reports of
such additional information concerning the Portfolio as may reasonably
be requested from time to time by the Manager or the Trustees of the
Trust and attend meetings with the Manager and/or the Trustees, as
reasonably requested, to discuss the foregoing,
(v) provide pricing information to the Trust to assist the Trust
in making determinations of the fair value of certain portfolio
securities when market quotations are not readily available for the
purpose of calculating the
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Portfolio's net asset value in accordance with procedures and methods
established by the Trustees of the Trust;
(vi) provide relevant investment results information (in
composite form) about accounts the Adviser manages that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Portfolio which may be
reasonably necessary, under applicable laws, to allow the Portfolio or
its agent to present information concerning the Adviser's prior
performance (1) in the Trust Prospectus and SAI (as hereinafter defined)
and (2) with the prior review and consent of the Adviser which shall not
be unreasonably withheld, in any permissible reports and materials
prepared by the Portfolio or its agent. It is understood that in
providing the above composites, the Adviser shall have no duty to
prepare such composites in a manner that meets SEC or other applicable
disclosure requirements which are solely the responsibility of the
Manager; and
(vii) cooperate with and provide reasonable assistance to the
Manager, the Trust administrator, the Trust's custodian and foreign
custodians, the Trust's transfer agent and pricing agents and all other
agents and representatives of the Trust and the Manager, provide such
information with respect to the Portfolios as they may reasonably
request from time to time in the performance of their obligations to the
Trust and the Manager, provide prompt responses to reasonable requests
made by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information.
C. In furnishing services hereunder, the Adviser shall be subject to,
and shall perform in accordance with, but only to the extent the same reasonably
relates to the Portfolios and are consistent with the scope of the Adviser's
obligations as reasonably contemplated in the other provisions of this
Agreement, (1) the Trust's Agreement and Declaration of Trust, as the same may
be hereafter modified and/or amended from time to time (the "Trust
Declaration"), (2) the By-Laws of the Trust , as the same may be hereafter
modified and/or amended from time to time (the "By-Laws"), (3) the currently
effective Prospectus and Statement of Additional Information of the Trust filed
with the SEC, as the same may be hereafter modified, amended and/or supplemented
(the "Prospectus and SAI"), (4) the Investment Company Act, with the
requirements applicable to both regulated investment companies and segregated
asset accounts under Subchapters M and L of the Internal Revenue Code of 1986,
as amended, (5) all other applicable state and federal securities and other
laws, (6) all regulations with respect to the foregoing, (7) the Trust's
Compliance Manual and other policies and procedures adopted from time to time by
the Board of Trustees of the Trust and (8) the written instructions of the
Manager.
D. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii)
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administrative facilities, including bookkeeping, clerical personnel and
equipment necessary for the efficient conduct of the Adviser's duties under this
Agreement.
E. The Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Adviser is directed at all times to
seek to execute brokerage transactions for the Portfolio in accordance with such
policies or practices as may be established by the Board of Trustees and
described in the Trust's Prospectus and SAI, subject to the Adviser seeking to
obtain best execution. In placing orders for the purchase or sale of investments
for the Portfolio, in the name of the Portfolio or its nominees, the Adviser
shall use its best efforts to obtain for the Portfolio the most favorable price
and best execution available, considering all of the circumstances, and shall
maintain records adequate to demonstrate compliance with this requirement.
F. Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Adviser may, to the extent authorized by Section 28(e) of
the Securities Exchange Act of 1934, cause the Portfolio to pay a broker or
dealer that provides brokerage or research services to the Manager, the Adviser,
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 Adviser determines, in good faith,
that such amount of commission is reasonable in relationship to the value of
such brokerage or research services provided viewed in terms of that particular
transaction or the Adviser's overall responsibilities to the Portfolio or its
other advisory clients. To the extent authorized by said Section 28(e) and the
Trust's Board of Trustees, the Adviser 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, the Adviser may also consider
sales of shares of the Trust as a factor in the selection of brokers and
dealers.
G. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients of
the Adviser, the Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner the Adviser considers to
be the most equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients.
H. The Adviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and the
rules thereunder and shall file with the
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SEC all forms pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, with respect to the discretionary management of the assets of the
Portfolio.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser an advisory fee with respect to the
Portfolio on a quarterly basis in arrears at the annual rate specified in
Appendix A to this Agreement. The advisory fee due and payable hereunder on
account of any day shall be calculated by multiplying the net asset value of the
Portfolio at the close of the immediately preceding business day (as defined in
the Prospectus and SAI) by the annual rate specified in Appendix A and dividing
the result by the number of days in the year. The advisory fee due and payable
hereunder on account of the days in any calendar quarter shall be due and
payable within ten (10) business days following the end of such calendar
quarter.
4. LIABILITY AND INDEMNIFICATION
(a) Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Adviser shall not be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Manager or the Trust as a result of any
error of judgment or mistake of law by the Adviser with respect to the
Portfolio, except that nothing in this Agreement shall operate or purport to
operate in any way to exculpate, waive or limit the liability of the Adviser
for, and the Adviser shall indemnify and hold harmless the Trust, the Manager,
all affiliated persons thereof (within the meaning of Section 2(a)(3) of the
Investment Company Act) and all controlling persons (as described in Section 15
of the Securities Act of 1933) (collectively, the "Manager Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) to which any of the Manager Indemnities may
become subject under the Securities Act of 1933, the Investment Company Act, the
Advisers Act, or under any other statute, at common law or otherwise arising out
of or based on (a) any willful misconduct, bad faith, reckless disregard or
gross negligence of the Adviser in the performance of any if its duties or
obligations hereunder or (b) any untrue statement of a material fact contained
in the Prospectus and SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Portfolio or the omission to
state therein a material fact known to the Adviser which was required to be
stated therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon information furnished to
the Manager or the Trust by an Adviser Indemnitee (as defined below) for use
therein.
(b) Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Manager and the Trust shall not be liable
for any losses, claims, damages, liabilities or litigation (including legal and
other expenses) incurred or suffered by the Adviser as a result of any error of
judgment or mistake of law by the Manager with respect to the Portfolio, except
that nothing in this Agreement shall
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operate or purport to operate in any way to exculpate, waive or limit the
liability of the Manager for, and the Manager shall indemnify and hold harmless
the Adviser, all affiliated persons thereof (within the meaning of Section
2(a)(3) of the Investment Company Act) and all controlling persons (as described
in Section 15 of the Securities Act of 1933) (collectively, the "Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Adviser Indemnities may become subject under the Securities Act of 1933, the
Investment Company Act, the Advisers Act, or under any other statute, at common
law or otherwise arising out of or based on (a) any willful misconduct, bad
faith, reckless disregard or gross negligence of the Manager in the performance
of any if its duties or obligations hereunder or (b) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to the Portfolio
or the omission to state therein a material fact known to the Manager which was
required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
information furnished to the Manager or the Trust by an Adviser Indemnitee for
use therein.
5. NON-EXCLUSIVITY
The services of the Adviser to the Portfolio and the Trust are not to be
deemed to be exclusive, and the Adviser shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities. It is understood and agreed that the directors,
officers, and employees of the Adviser 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
The Adviser may from time to time employ or associate with itself any
person it believes to be particularly fitted to assist it in providing the
services to be performed by the Adviser hereunder, provided that no such person
shall perform any services with respect to the Portfolio which would constitute
an assignment or require a written advisory agreement pursuant to the Investment
Company Act. Any compensation payable to such persons such be the sole
responsibility of the Advisor, and neither the Manager nor the Trust shall have
any obligations with respect thereto.
7. REGULATION
The Adviser 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.
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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 the Adviser 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 the Adviser,
upon request, free from any claim or retention of rights therein. The Adviser
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 requested by
applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT
This Agreement shall become effective with respect to the Portfolio on
the date hereof. This Agreement shall be for a period of two years and shall
continue from year to year thereafter but only so long as each such continuance
is specifically approved at least annually by the vote of a majority of the
Board of Trustees and by the vote of a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) ("Independent
Trustees") of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees, including a majority of the Independent
Trustees, by the vote of a majority of the outstanding voting securities of the
Portfolio, on sixty (60) day's written notice to the Manager and the Adviser, or
by the Manager or Adviser on sixty (60) day's written notice to the Trust and
the other party. This Agreement will automatically terminate, effective upon
notice to the Adviser, without the payment of any penalty, in the event of its
assignment (as defined in the Investment Company Act) or in the event the
Investment Management Agreement between the Manager and the Trust is assigned or
terminates for any other reason. This Agreement will also terminate upon written
notice to the other party that the other party is in material breach of this
Agreement, unless the other party in material breach of this Agreement cures
such breach to the reasonable satisfaction of the party alleging the breach
within thirty (30) days after written notice.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
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A. the Adviser fails to be a bank under Section 202(a)(2) of the
Advisers Act or ceases to be exempt under the Advisers Act from the registration
and annual Form ADV filing requirements for investment advisers;
B. the Adviser 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 (excluding
class action suits in which the Trust is a member of the plaintiff class by
reason of the Portfolio's ownership of shares in the defendant); and/or
C. the chief executive officer or controlling stockholder of the Adviser
or the portfolio managers of the Portfolio changes or there is otherwise an
actual change in control or a material change in management of the Adviser.
12. USE OF ADVISER'S NAME
The parties agree that the name "Capital Guardian Trust Company", the
names of the Adviser's affiliates within The Capital Group Companies, Inc., and
any derivative or logo or trademark or service xxxx or trade name (including,
but not limited to, the American Funds Group of mutual funds) are the valuable
property of the Adviser and its affiliates. The Manager and the Trust shall have
the right to use such name(s), derivatives, logos, trademarks or service marks
or trade names only with the prior written approval of the Adviser, which
approval shall not be unreasonably withheld or delayed so long as this Agreement
is in effect. The Adviser hereby consents to the names "Capital Guardian
Research Portfolio", "Capital Guardian U.S. Equity Portfolio" and "Capital
Guardian International Portfolio" as, respectively, the designated name of each
Portfolio.
Upon termination of this Agreement, the Manager and the Trust shall
forthwith cease to use such name(s), derivatives, logos, trademarks or service
marks or trade names. The Manager and the Trust agree that they will review with
the Adviser any advertisement, sales literature, or notice prior to its use that
makes reference to the Adviser or its affiliates or any such name(s),
derivatives, logos, trademarks, service marks or trade names so that the Adviser
may review the context in which it is referred to, it being agreed that the
Adviser shall have no responsibility to ensure the adequacy of the form or
content of such materials for purposes of the 1940 Act or other applicable laws
and regulations. If the Manager or the Trust makes any unauthorized use of the
Adviser's name(s), derivatives, logos, trademarks or service marks or trade
names, the parties acknowledge that the Adviser shall suffer irreparable harm
for which monetary damages are inadequate and thus, the Adviser shall be
entitled to injunctive relief.
13. YEAR 2000 PREPAREDNESS
The Adviser warrants and represents that the Adviser has adopted a
written plan for Year 2000 compliance for the correct operation of the Adviser's
computer systems
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before, during and after December 31, 1999 (the "Plan"), that the Plan provides
for the identification, testing and, where appropriate, upgrading of the
Adviser's computer systems, in accordance with reasonable industry standards, so
that both the Adviser's computer systems and their interfaces with third party
computer systems are designed to function accurately and without interruption
before, during and after December 31, 1999 and that the Adviser is actively in
the process of implementing the Plan and presently has no reason to believe that
the Adviser's computer systems and their interfaces with third party computer
systems will not be able to function accurately and without interruption before,
during and after such date. The Adviser will continue to implement the Plan in a
timely and efficient manner and will notify the Manager and the Trust of any
Year 2000 compliance problems and the nature thereof on or before September 1,
1999 if the Adviser determines that it is not or is not likely that its computer
systems and interfaces with third party systems will operate correctly before,
during and after December 31, 1999. The failure of any of the Adviser's computer
systems and/or any interfaces with third party computer systems to operate
correctly before, during and after December 31, 1999 shall not be deemed to be a
force majeure event or provide a defense to performance hereunder.
14. REPRESENTATIONS
(a) The Manager hereby warrants and represents to the Adviser that (a)
it has obtained all applicable licenses, permits, registrations and approvals
that may be required in order to serve in its designated capacities with respect
to the Portfolio, and shall continue to keep current such licenses, permits,
registrations and approvals for so long as this Agreement is in effect; (b) it
is not prohibited by the 1940 Act or other applicable laws and regulations from
performing the services contemplated by this Agreement; (c) it will immediately
notify the Adviser of the occurrence of any event that would disqualify it from
serving in its designated capacities with respect to the Portfolio; and (d) this
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Manager and is a valid and binding agreement of the Manager enforceable
in accordance with its terms.
(b) The Adviser hereby warrants and represents to the Manager that (a)
it is a bank under Section 202(a)(2) of the Advisers Act and is exempt under the
Advisers Act from the registration and annual Form ADV filing requirements for
investment advisers, (b) it has obtained all applicable licenses, permits,
registrations and approvals that may be required in order to serve in its
designated capacities with respect to the Portfolio, and shall continue to keep
current such licenses, permits, registrations and approvals for so long as this
Agreement is in effect; (c) it is not prohibited by the 1940 Act or other
applicable laws and regulations from performing the services contemplated by
this Agreement; (d) it will immediately notify the Manager of the occurrence of
any event that would disqualify it from serving in its designated capacities
with respect to the Portfolio; and (e) this Agreement has been duly and validly
authorized, executed and delivered on behalf of the Adviser and is a valid and
binding agreement of the Adviser enforceable in accordance with its terms.
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15. AMENDMENTS TO THE AGREEMENT
Any amendments to this Agreement must be in writing and signed by both
the Manager and the Adviser. Further, 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 Securities and Exchange Commission ("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 the Portfolio (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 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 the Portfolio if a majority of the
outstanding voting securities of the Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of any other Portfolio affected by the
amendment or all the portfolios of the Trust.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolio.
17. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
18. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided for each party will be specified in writing to the other party. Notice
shall be deemed given on the date delivered or mailed in accordance with this
paragraph.
19. 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.
20. GOVERNING LAW
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The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, 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.
21. INTERPETATION
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. 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 FINANCIAL CONSULTANTS, CAPITAL GUARDIAN TRUST
INC. COMPANY
By: By:
----------------------------- -----------------------------
Xxxxx X. Xxxxx Name
Executive Vice President Title:
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APPENDIX A
To
INVESTMENT ADVISORY AGREEMENT
With
CAPITAL GUARDIAN TRUST COMPANY
Portfolio Annual Advisory Fee
Capital Guardian Research .50% of the Portfolio's daily net assets
Portfolio up to and including $150 million; .45% of
the Portfolio's daily net assets over
$150 million and up to and including $300
million; .35% of the Portfolio's daily
net assets over $300 million and up to
and including $500 million; and .30% of
the Portfolio's daily net assets in
excess of $500 million.
Capital Guardian U.S. Equities .50% of the Portfolio's daily net assets
Portfolio up to and including $150 million; .45% of
the Portfolio's daily net assets over
$150 million and up to and including $300
million; .35% of the Portfolio's daily
net assets over $300 million and up to
and including $500 million; and .30% of
the Portfolio's daily net assets in
excess of $500 million.
Capital Guardian International .65% of the Portfolio's daily net assets
Equities Portfolio up to and including $150 million; .55% of
the Portfolio's daily net assets over
$150 million and up to and including $300
million; .45% of the Portfolio's daily
net assets over $300 million and up to
and including $500 million; and .40% of
the Portfolio's daily net assets in
excess of $500 million.
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