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 this Agreement; 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:
------------------------------------
Xxxxx X. Xxxxx
President and Trustee
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By:
------------------------------------
Xxxxx X'Xxxx
Executive Vice President
APPENDIX A
TO THE
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
EQ/Aggressive Stock Portfolio
EQ/Balanced Portfolio
EQ/Alliance Technology Portfolio
EQ/Alliance Premier Growth Portfolio
Alliance Money Market Portfolio
Alliance Intermediate Government Securities Portfolio
Alliance Quality Bond Portfolio
Alliance High Yield Portfolio
Alliance Conservative Investors Portfolio
Alliance Growth Investors Portfolio
Alliance Common Stock Portfolio
Alliance Equity Index Portfolio
Alliance Growth And Income Portfolio
Alliance Small Cap Growth Portfolio
Alliance Global Portfolio
Alliance International Portfolio
BT Equity 500 Index Portfolio
BT International Equity Index Portfolio
BT Small Company Index Portfolio
Capital Guardian Research Portfolio
Capital Guardian U.S. Equity Portfolio
Capital Guardian International Portfolio
Xxxxxxx Socially Responsible Portfolio
EQ/Evergreen Foundation Portfolio
EQ/Evergreen Portfolio
EQ/Xxxxxx Balanced Portfolio
EQ/Xxxxxx Growth & Income Value Portfolio
EQ/Xxxxxx International Equity Portfolio
EQ/Xxxxxx Investors Growth Portfolio
X.X. Xxxxxx Core Bond Portfolio
Lazard Large Cap Value Portfolio
Lazard Small Cap Value Portfolio
MFS Growth with Income Portfolio
Mercury Basic Value Equity Portfolio
Mercury World Strategy Portfolio
MFS Emerging Growth Companies Portfolio
MFS Research Portfolio
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price International Stock Portfolio
Warburg Pincus Small Company Value 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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X.X. Xxxxxx 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
EQUITY PORTFOLIOS $1 BILLION $1 BILLION $3 BILLION NEXT $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/Alliance Technology 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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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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Mercury Basic Value Equity 0.600% 0.550% 0.525% 0.500% 0.475%
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Mercury 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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(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
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FIRST NEXT NEXT
EQUITY PORTFOLIOS $1 BILLION $1 BILLION $3 BILLION NEXT $5 BILLION THEREAFTER
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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
