SUBADVISORY AGREEMENT
This Subadvisory Agreement is made and entered into on this 1st day of April,
1996, by and between Xxxxxxxxx, Xxxxxxxx & Company Investment Management,
L.P., a California limited partnership (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 in the investment of the Trust's assets in
accordance with the Trust's current Prospectus and Statement of Additional
Information (collectively the "Prospectus"); and
WHEREAS, the Adviser and the Trust have entered into an Investment Advisory
Agreement dated October 1, 1994 ("Investment Advisory Agreement"), a copy of
which is attached hereto as Exhibit A; and
WHEREAS, under the terms of the Investment 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
with respect to one or more portfolios as identified in "Exhibit B", 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 herein
provided.
2. Subject to the supervision of the Trustees of 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
and Trust'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 terms of the Declaration
of Trust, Bylaws and the Prospectus of the Trust, and any amendments thereto,
each of which shall be promptly furnished to the Subadviser by the Trust, and
with the instructions and directions of the Trustees of the Trust and the
Board of Directors and officers 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;
(d) The Subadviser shall maintain 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 provide the Trust's Custodian with all
requested information relating to all transactions concerning the assets of
the Portfolio; and
(f) The Subadviser shall not render similar services involving the
Portfolio with respect to any other variable annuity contracts without prior
notice to the Adviser or the Trust.
(g) The Subadviser shall provide such additional services 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 services shall include, but not necessarily be limited to,
presentations by representatives of the Subadviser at investment seminars,
conferences and other industry meetings. No parties to the Agreement will use
any materials describing any other party without the prior written approval of
the party being described. Any materials utilized by the Adviser which
contain any information relating to the Subadviser and/or its affiliates shall
be submitted to the Subadviser for written approval prior to use, not less
than three (3) business days before such approval is requested by the Adviser.
Such materials shall be deemed approved if not otherwise objected to prior to
the approval date requested 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 insurance contracts) or the Trust shall be
submitted to the Adviser for written approval prior to use, not less than
three (3) business days before such approval is requested by the Subadviser.
Such materials shall be deemed approved if not otherwise objected to prior to
the approval date requested by the Subadviser.
(h) 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 (i) 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, (ii) such payment is made in compliance with Section
28(e) of the Securities Exchange Act of 1934, as amended, and any other
applicable laws and regulations, and (iii) in the opinion of the Subadviser,
the total commissions paid by the Portfolio will be reasonable in relation to
the benefits to the Portfolio over the long term. 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
the Subadviser deems the purchase or sale of a security to be in the best
interests of the Portfolio as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of securities
so sold or purchased, as well as the expenses incurred in the transaction,
will be made by the Subadviser in the manner the Subadviser considers to be
the most equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients;
(i) The Adviser and the Trust consent and agree that Subadviser may
aggregate securities sale and purchase orders for the Portfolio with similar
orders being made contemporaneously for other accounts managed by Subadviser
or with accounts of affiliates of Subadviser if, in Subadviser's reasonable
judgment, such aggregation is reasonably likely to result in an overall
economic benefit to the Portfolio, based on an evaluation that the Portfolio
is benefitted by relatively better purchase or sale prices, lower commission
expenses or beneficial timing of transactions, or a combination of these and
other factors. In many instances, the purchase or sale of securities for the
Portfolio will be affected substantially simultaneously with the purchase or
sale of like securities for the accounts of other clients of Subadviser and
its affiliates. Such transactions may be made at slightly different prices,
due to the volume of securities purchased or sold. In such event, the average
price of all securities purchased or sold in such transactions may be
determined, and the Portfolio may be charged or credited, as the case may be,
the average transaction price.
(j) Xxxxxxxxx, Xxxxxxxx & Company LLC ("RS & Co."), an affiliate of
Subadviser, may execute agency (but not principal) transactions on behalf of
the Portfolio. Subadviser has a conflict of interest in recommending RS & Co.
to execute such transactions and RS & Co. will receive commissions in
connection therewith.
(k) The Adviser and the Trust agree that RS & Co. may act as broker for
both the Portfolio and for another person on the other side of any transaction
involving funds or securities in the Portfolio ("Agency Cross Transactions").
The Adviser and the Trust recognize that Subadviser or its affiliates may
receive commissions, and have a potentially conflicting division of loyalties
and responsibilities regarding, both parties to such Agency Cross
Transactions. If Subadviser engages in an Agency Cross Transaction,
Subadviser will send to the Adviser and the Trust a written confirmation at or
before the completion of each such Agency Cross Transaction, which
confirmation will include (a) a statement of the nature of such Agency Cross
Transaction, (b) the date such Agency Cross Transaction shall have taken
place, (c) an offer to furnish, on request, the time when such Agency Cross
Transaction shall have taken place, and (d) the source and amount of any other
remuneration received or to be received by Subadviser on any of its affiliates
in connection with such Agency Cross Transaction. Subadviser shall also send
to the Adviser and the Trust, at least annually, a written statement
identifying the total amount of such Agency Cross Transactions during the
period included in the statement, and the total commissions or other
remuneration received or to be received by Subadviser or any of its affiliates
in connection with such Agency Cross Transactions included in the statement.
The consent to Agency Cross Transactions set forth in this paragraph may be
revoked by the Adviser or the Trust at any time by notifying Subadviser in
writing.
3. The Subadviser agrees that all records which it maintains for the
Portfolio pursuant to Paragraph 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. The Adviser shall pay the Subadviser pursuant to the Fee Schedule contained
in "Exhibit C", which is attached hereto and by this reference is incorporated
herein. The fee prescribed in Exhibit C shall be calculated daily and payable
monthly in arrears at an annual rate per Exhibit C 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 in connection with the matters to
which this Subadvisory Agreement relates, except 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 Adviser and the Trust acknowledge and understand that Subadviser
engages in an investment advisory business apart from managing the Portfolio.
This will create conflicts of interest with the Portfolio over Subadviser's
time devoted to managing the Portfolio and the allocation of investment
opportunities among accounts (including the Portfolio) managed by Subadviser.
Subadviser will attempt to resolve all such conflicts in a manner that is
generally fair to all of its clients. The Adviser and the Trust confirm that
Subadviser may give advice and take action with respect to any of its other
clients that may differ from advice given or the timing or nature of action
taken with respect to the Portfolio so long as it is Subadviser's policy, to
the extent practicable, to allocate investment opportunities to the Portfolio
over a period of time on a fair and equitable basis relative to other clients.
Nothing in this Agreement shall be deemed to obligate Subadviser to acquire
for the Portfolio any security that Subadviser or its officers or employees
may acquire for its or their own accounts or for the account of any other
client if, in the absolute discretion of Subadviser, it is not practical or
desirable to acquire a position in such security for the Portfolio.
7. 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 April 1, 1998.
Thereafter, this Subadvisory Agreement shall continue in effect with respect
to the Portfolio from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolio 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 April 1, 1998, or at
least sixty (60) days prior to April 1 of any year thereafter that is 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).
8. 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 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.
9. This Subadvisory Agreement is entered into by the Trust on behalf of one
or more Portfolios identified in Exhibit B 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 such Portfolios of the Trust.
10. This Subadvisory Agreement may be amended only in accordance with the
1940 Act.
11. The Adviser and the Trust acknowledge that the Adviser and the Trust have
received Subadviser's brochure required to be delivered under the Investment
Adviser's Act of 1940 (including the information in Part II of Subadviser's
Form ADV). If the Adviser or the Trust received such information less than
forty-eight hours prior to signing this Agreement, this Agreement may be
terminated by the Adviser or the Trust without penalty within five business
days from the date of this Agreement. Upon written request by the Adviser or
the Trust, Subadviser agrees to deliver annually, without charge, Subadviser's
brochure required by the Investment Advisers Act of 1940.
12. 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:
Xxxxxxxxx, Xxxxxxxx & Company Investment Management, L.P.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Ms. Dana _. Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to the Manager:
Equitable Investment Services, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
(c) If to the Trust:
Equi-Select Series Trust
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
13. This Subadvisory Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.
14. 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
___________________________ _______________________________
Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx
Its President Its President
SUBADVISER:
XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: /S/ ILLEGIBLE
____________________________
Its____________________
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the 1st day of October, 1994 between Equi-Select Series
Trust, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), and Equitable Investment
Services, Inc., an Iowa corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "Act");
WHEREAS, the Trust is authorized to issue separate series, each of which
offers a separate class of shares of common stock, each having its own
investment objective or objectives, policies and limitations;
WHEREAS, the Trust currently offers shares in ten series, designated as the
Advantage Portfolio, OTC Portfolio, Government Securities Portfolio,
International Fixed Income Portfolio, International Stock Portfolio, Money
Market Portfolio, Mortgage-Backed Securities Portfolio, Research Portfolio,
Short-Term Bond Portfolio and Total Return Portfolio ("Current Series"), and
the Trust may offer shares of one or more additional series in the future;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management and administrative services to the Trust with respect to each
Current Series as indicated on the signature page in the manner and on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF THE ADVISER.
1.1 INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as the
investment adviser to the Trust and, as such, shall (i) obtain and evaluate
such information relating to the economy, industries, business, securities
markets and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Trust in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from
time to time securities to be purchased, sold, retained or lent by the Trust,
and implement those decisions, including the selection of entities with or
through which such purchases, sales or loans are to be effected; provided,
that the Adviser will place orders pursuant to its investment determinations
either directly with the issuer or with a broker or dealer, and if with a
broker or dealer, (a) will attempt to obtain the best net price and most
favorable execution of its orders, and (b) may nevertheless in its discretion
purchase and sell portfolio securities from and to brokers and dealers who
provide the Adviser with research, analysis, advice and similar services and
pay such brokers and dealers in return a higher commission or spread than may
be charged by other brokers or dealers.
The Trust hereby authorizes any entity or person associated with the Adviser
or any Sub-Adviser retained by Adviser pursuant to Section 7 of this
Agreement, which is a member of a national securities exchange, to effect any
transaction on the exchange for the account of the Trust which is permitted by
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(iv).
The Adviser shall carry out its duties with respect to the Trust's investments
in accordance with applicable law and the investment objectives, policies and
restrictions set forth in the Trust's then-current Prospectus and Statement of
Additional Information, and subject to such further limitations as the Trust
may from time to time impose by written notice to the Adviser.
1.2 ADMINISTRATIVE SERVICES. The Adviser shall manage the Trust's
business and affairs and shall provide such services required for effective
administration of the Trust as are not provided by employees or other agents
engaged by the Trust; provided, that the Adviser shall not have any obligation
to provide under this Agreement any direct or indirect services to Trust
shareholders, any services related to the distribution of Trust shares, or any
other services which are the subject of a separate agreement or arrangement
between the Trust and the Adviser. Subject to the foregoing, in providing
administrative services hereunder, the Adviser shall:
1.2.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost to
the Trust, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Trust's needs.
1.2.2 PERSONNEL. Provide, without remuneration from or other cost to
the Trust, the services of individuals competent to perform all of the Trust's
executive, administrative and clerical functions which are not performed by
employees or other agents engaged by the Trust or by the Adviser acting in
some other capacity pursuant to a separate agreement or arrangement with the
Trust.
1.2.3 AGENTS. Assist the Trust in selecting and coordinating the
activities of the other agents engaged by the Trust, including the Trust's
shareholder servicing agent, custodian, independent auditors and legal
counsel.
1.2.4 TRUSTEES AND OFFICERS. Authorize and permit the Advisers,
directors, officers and employees who may be elected or appointed as Trustees
or officers of the Trust to serve in such capacities, without remuneration
from or other cost to the Trust.
1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting and
other records required to be maintained and preserved by the Trust are
maintained and preserved by it or on its behalf in accordance with applicable
laws and regulations.
1.2.6 REPORTS AND FILINGS. Assist in the preparation of (but not pay
for) all periodic reports by the Trust to its shareholders and all reports and
filings required to maintain the registration and qualification of the Trust
and Trust shares, or to meet other regulatory or tax requirements applicable
to the Trust, under federal and state securities and tax laws.
1.3 ADDITIONAL SERIES. In the event that the Trust from time to time
designates one or more series in addition to the Current Series ("Additional
Series"), it shall notify the Adviser in writing. If the Adviser is willing to
perform services hereunder to the Additional Series, it shall so notify the
Trust in writing. Thereupon, the Trust and the Adviser shall enter into an
Addendum to this Agreement for the Additional Series and the Additional Series
shall be subject to this Agreement.
2. EXPENSES OF THE TRUST.
2.1 EXPENSES TO BE PAID BY ADVISER. The Adviser shall pay all salaries,
expenses and fees of the officers, Trustees and employees of the Trust who are
officers, directors or employees of the Adviser.
In the event that the Adviser pays or assumes any expenses of the Trust not
required to be paid or assumed by the Adviser under this Agreement, the
Adviser shall not be obligated hereby to pay or assume the same or any similar
expense in the future; provided, that nothing herein contained shall be deemed
to relieve the Adviser of any obligation to the Trust under any separate
agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE TRUST. The Trust shall bear all expenses
of its operation, except those specifically allocated to the Adviser under
this Agreement or under any separate agreement between the Trust and the
Adviser. Subject to any separate agreement or arrangement between the Trust
and the Adviser, the expenses hereby allocated to the Trust, and not to the
Adviser, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged
by the Trust to service shareholder accounts.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting in type,
printing and distributing reports and other communications to shareholders.
2.2.4 PROSPECTUSES. All expenses of preparing, setting in type,
printing and mailing annual or more frequent revisions of the Trust's
Prospectus and Statement of Additional Information and any supplements thereto
and of supplying them to shareholders.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of computing the
Trust's net asset value per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Trust's investment
portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services used for
communications between the Adviser or the Trust and any custodian, shareholder
servicing agent, portfolio accounting services agent, or other agent engaged
by the Trust.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and expenses
of the Trust's legal counsel and independent auditors.
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of Trustees other
than those affiliated with the Adviser, all expenses incurred in connection
with such unaffiliated Trustees' services as Trustees, and all other expenses
of meetings of the Trustees and committees of the Trustees.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings
of shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of registering
and maintaining the registration of the Trust under the Act and the
registration of the Trust's shares under the Securities Act of 1933 (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any Registration
Statement, Prospectus and Statement of Additional Information under the 1933
Act or the Act, and any amendments or supplements that may be made from time
to time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of qualifying and
maintaining the qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or jurisdictions, and of registration
and qualification of the Trust under all other laws applicable to the Trust or
its business activities (including registering the Trust as a broker-dealer,
or any officer of the Trust or any person as agent or salesman of the Trust in
any state).
2.2.12 SHARE CERTIFICATES. All expenses of preparing and transmitting
the Trust's share certificates.
2.2.13 CONFIRMATIONS. All expenses incurred in connection with the
issue and transfer of Trust shares, including the expenses of confirming all
share transactions.
2.2.14 BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by
the Trustees of the Trust, including, without limitation, such bond, liability
and other insurance expenses that may from time to time be allocated to the
Trust in a manner approved by its Trustees.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and other
charges incident to the purchase, sale or lending of the Trust's portfolio
securities.
2.2.16 TAXES. All taxes or governmental fees payable by or with respect
to the Trust to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with the Trust's membership in any trade association or
other investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise including the costs of actions, suits, or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its
officers, Trustees and agents.
3. ADVISORY FEE.
3.1 FEE. As compensation for all services rendered facilities provided
and expenses paid or assumed by the Adviser under this Agreement, the Trust
shall pay the Adviser on the last day of each month, or as promptly as
possible thereafter, a fee calculated at the annual rate of the average daily
net assets during such month of each series of the Trust as set forth below:
3.1.1 ADVANTAGE PORTFOLIO. 0.50% of the first $100 million of average
net assets and 0.35% of average net assets over and above $100 million.
3.1.2 OTC PORTFOLIO. 0.80% of the first $300 million of average net
assets and 0.55% of average net assets over and above $300 million.
3.1.3 GOVERNMENT SECURITIES PORTFOLIO. 0.75% of the first $200 million
of average net assets, 0.55% of average net assets over and above $200
million.
3.1.4 INTERNATIONAL FIXED INCOME PORTFOLIO. 0.85% of the first $200
million of average net assets, 0.75% of next $300 million, 0.60% of average
net asset of next $500 million, 0.55% of average net assets of next $1 billion
and 0.40% of average net assets over and above $2 billion.
3.1.5 INTERNATIONAL STOCK PORTFOLIO. 0.80 % of the first $300 million
of average net assets and 0.55% of average net assets over and above $300
million.
3.1.6 MONEY MARKET PORTFOLIO. 0.375% of the first $50 million of
average net assets and 0.35 % of average net assets over and above $50
million.
3.1.7 MORTGAGE-BACKED SECURITIES PORTFOLIO. 0.75% of the first $200
million of average net assets, 0.65% of average net assets of next $300
million, 0.55% of average net assets of next $500 million, 0.50% of average
net assets of next $1 billion and 0.40% of average net assets over and above
$2 billion.
3.1.8 RESEARCH PORTFOLIO. 0.80% of the first $300 million of average
net assets and 0.55% of average net assets over and above $300 million.
3.1.9 SHORT-TERM BOND PORTFOLIO. 0.65% of the first $100 million of
average net assets, 0.50% of average net assets of next $100 million, 0.45% of
average net assets of next $300 million and 0.40% of average net assets over
and above $500 million.
3.1.10 TOTAL RETURN PORTFOLIO. 0.80% of the first $300 million of
average net assets and 0.55% of average net assets over and above $300
million.
4. RECORDS.
4.1 TAX TREATMENT. The Adviser shall maintain the books and records of
the Trust in such a manner that treats each series as a separate entity for
federal income tax purposes.
4.2 OWNERSHIP. All records required to be maintained and preserved by
the Trust pursuant to the provisions or rules or regulations of the Securities
and Exchange Commission under Section 31(a) of the Act and maintained and
preserved by the Adviser on behalf of the Trust are the property of the Trust
and shall be surrendered by the Adviser promptly on request by the Trust;
provided, that the Adviser may at its own expense make and retain copies of
any such records.
5. REPORTS TO ADVISER.
The Trust shall furnish or otherwise make available to the Adviser such copies
of the Trust's Prospectus, Statement of Additional Information, financial
statements, proxy statements, reports, and other information relating to its
business and affairs as the Adviser may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
6. REPORTS TO THE TRUST.
The Adviser shall prepare and furnish to the Trust such reports, statistical
data and other information in such form and at such intervals as the Trust may
reasonably request.
7. RETENTION OF SUB-ADVISER.
Subject to the Trust's obtaining the initial and periodic approvals required
under Section 15 of the Act, the Adviser may retain one or more sub-advisers,
at the Adviser's own cost and expense, for the purpose of managing the
investments of the assets of one or more Series of the Trust. Retention of
one or more sub-advisers shall in no way reduce the responsibilities or
obligations of the Adviser under this Agreement and the Adviser shall be
responsible to the Trust for all acts or omissions of any sub-adviser in
connection with the performance of the Adviser's duties hereunder.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Adviser or any
affiliated person of the Adviser to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. LIMITATION OF LIABILITY OF ADVISER AND ITS PERSONNEL.
Neither the Adviser nor any director, officer or employee of the Adviser
performing services for the Trust at the direction or request of the Adviser
in connection with the Adviser's discharge of its obligations hereunder shall
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with any matter to which this Agreement relates,
and the Adviser shall not be responsible for any action of the Trustees of the
Trust in following or declining to follow any advice or recommendation of the
Adviser; PROVIDED, that nothing herein contained shall be construed (i) to
protect the Adviser against any liability to the Trust or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Adviser's duties, or
by reason of the Adviser's reckless disregard of its obligations and duties
under this Agreement, or (ii) to protect any director, officer or employee of
the Adviser who is or was a Trustee or officer of the Trust against any
liability of the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Trust.
10. NO PERSONAL LIABILITY OF TRUSTEES OR SHAREHOLDERS.
This Agreement is made by the Trust on behalf of its various Current Series
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 each Current Series of the Trust.
11. EFFECT OF AGREEMENT.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or its By-Laws or any applicable
law, regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of the Trust of their responsibility for and
control of the conduct of the business and affairs of the Trust.
12. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above written, and
unless sooner terminated as hereinafter provided, this Agreement shall remain
in effect through October 1, 1996. Thereafter, this Agreement shall continue
in effect with respect to the Trust from year to year, subject to the
termination provisions and all other terms and conditions hereof; PROVIDED,
such continuance with respect to the Trust is approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Trust 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 Agreement or interested
persons of either party hereto; and PROVIDED FURTHER that the Adviser 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 Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
13. AMENDMENT OR ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; PROVIDED, that no such amendment shall be effective unless authorized
on behalf of the Trust (i) by resolution of the Trust's Trustees, including
the vote or written consent of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons of either party hereto, and
(ii) by vote of a majority of the outstanding voting securities of the Trust.
This Agreement shall terminate automatically and immediately in the event of
its assignment.
14. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto, without
the payment of any penalty, upon sixty (60) days' prior written notice to the
other party; 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 Agreement or interested persons of either party
hereto, or (ii) by vote of a majority of the outstanding voting securities of
the Trust.
15. INTERPRETATION AND DEFINITION OF TERMS.
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
Act shall be resolved by reference to such term or provision of the Act and to
interpretation 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 Securities and Exchange Commission validly issued pursuant to
the Act. Specifically, the terms "vote of a majority of the outstanding
voting securities," "interested persons," "assignment" and "affiliated
person," as used in this Agreement shall have the meanings assigned to them by
Section 2(a) of the Act. In addition, when the effect of a requirement of the
Act reflected in any provision of this Agreement is modified, interpreted or
relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
16. CAPTIONS.
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
17. EXECUTION IN COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the date and year first above written.
EQUI-SELECT SERIES TRUST for its
Advantage Portfolio, OTC Portfolio,
Government Securities Portfolio,
International Fixed Income Portfolio,
International Stock Portfolio, Money
Market Portfolio, Mortgage-Backed
Securities Portfolio, Research
Portfolio, Short-Term Bond Portfolio and
Total Return Portfolio
Attest:
/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------- ----------------------------------------
Secretary Xxxx X. Xxxxxxxx,
President
EQUITABLE INVESTMENT SERVICES, INC.
Attest:
/s/ Xxxxx X. Xxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------- ----------------------------------------
Secretary Xxxx X. Xxxxxxxx,
President
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
EQUI-SELECT SERIES TRUST
AND
EQUITABLE INVESTMENT SERVICES, INC.
The Investment Advisory Agreement ("Agreement") between Equi-Select Series
Trust (the "Trust") and Equitable Investment Services, Inc. (the "Adviser")
dated October 1, 1994, is hereby amended to add two Additional Series to the
Trust in accordance with Section 1.3 of the Agreement. The two Additional
Series being added pursuant to this Addendum are Growth & Income Portfolio and
the Value + Growth Portfolio. The fees to be paid to the Adviser, with
respect to each Additional Series, are as follows:
Growth & Income Portfolio: 0.95% of the first $200 million average net
assets; and 0.75% of average net assets over
and above $200 million.
Value + Growth Portfolio: 0.95% of the first $500 million average net
assets; and 0.75% of average net assets over
and above $500 million.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be signed
by their respective officers thereunto duly authorized as of this 1st day of
April, 1996.
EQUI-SELECT SERIES TRUST
for its Growth & Income Portfolio and
Value + Growth Portfolio
Attest:
/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- -------------------------------------
Xxxx X. Xxxxxxxx, Secretary Xxxx X. Xxxxxxxx, President
EQUITABLE INVESTMENT SERVICES, INC.
/s/ Xxxxxxxx X. Xxxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- -------------------------------------
Xxxxxxxx X. Xxxxxxxxx, Secretary Xxxx X. Xxxxxxxx, President
EXHIBIT B
PORTFOLIO LISTING
GROWTH & INCOME PORTFOLIO
VALUE + GROWTH PORTFOLIO
EXHIBIT C
FEE SCHEDULE
Growth & Income Portfolio 0.55% of first $200 million
0.45% of average net assets over and above $200
million.
Value + Growth Portfolio 0.55% of first $500 million;
0.45% of average net assets over and above $500
million.
