EXHIBIT A
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement is made and entered into on this ___ day of
__________, 1997, by and among Massachusetts Financial Services Company, a
Delaware corporation (the "Sub-Adviser"), 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 ________________________, 1997 ("Investment Advisory
Agreement"); 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 sub-
advisers; and
WHEREAS, Adviser desires to so delegate responsibility for management of
the investments of one or more portfolios to Sub-Adviser, and Sub-Adviser
agrees to manage the investment of one or more portfolios in accordance with
this Sub-Advisory 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 Sub-Adviser to act as the investment advisor
with respect to one or more portfolios as identified in "Exhibit A", which is
attached hereto and by this reference is incorporated herein (singly or
collectively the "Portfolio"). Sub-Adviser 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, Sub-
Adviser 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 Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser 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,
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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 Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser shall provide the Trust's Custodian with all
requested information relating to all transactions concerning the assets of
the Portfolio; and
(f) The investment advisory services of Sub-Adviser to the Portfolio
under this Sub-Advisory Agreement are not to be deemed exclusive, and the Sub-
Adviser shall be free to render similar service to others so long as the
services required hereunder are not impaired thereby.
(g) The Sub-Adviser 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 Sub-Adviser 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 Sub-Adviser and/or its
affiliates shall be submitted to the Sub-Adviser for written approval prior to
use, not less than five (5) business days before such approval is requested by
the Adviser. Any materials utilized by the Sub-Adviser 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 five (5) business days before
such approval is requested by the Sub-Adviser.
(h) The Sub-Adviser 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 Sub-Adviser 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 Sub-
Adviser may, on behalf of the Portfolio, pay brokerage commissions to a broker
which provides brokerage and research services to the Sub-Adviser in excess of
the amount another broker would have charged for effecting the transaction,
provided (i) the Sub-Adviser 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 Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser 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 Sub-Adviser, 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 Sub-Adviser in
connection with the Sub-Adviser's service to other clients. On occasions
when the Sub-Adviser deems the purchase or sale of a security to be in the best
interests of the Portfolio as well as other clients of the Sub-Adviser, the
Sub-Adviser, 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
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incurred in the transaction,
will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be
the most equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients;
3. The Sub-Adviser 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 Sub-Adviser shall preserve for periods prescribed by
Rule 31a-2 of the 1940 Act any such records as are required to be maintained
by the Sub-Adviser with respect to the Portfolio by Rule 31a-1 of the 1940
Act.
4. The Adviser shall pay the Sub-Adviser pursuant to the Fee Schedule
contained in "Exhibit B", 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 Sub-Adviser 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 Sub-Advisory 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 Sub-Advisory Agreement.
6. The term of this Sub-Advisory Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this Sub-
Advisory Agreement shall remain in effect for two (2) years from such date.
Thereafter, this Sub-Advisory Agreement shall continue in effect with respect
to the Portfolios from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolios is approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Portfolio or by the
Trustees of the Trust; PROVIDED, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Sub-Advisory Agreement or interested persons of
any party hereto; and PROVIDED FURTHER that the Sub-Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the end of the
initial two (2) year period, or at least sixty (60) days prior to the
anniversary date of the execution of this Sub-Advisory Agreement of any year
thereafter that it does not desire such continuation. The Sub-Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Sub-Advisory Agreement
or any extension, renewal or amendment thereof. This Sub-Advisory 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 Sub-Advisory Agreement or interested persons of
any party hereto, or (ii) by vote of a majority of the outstanding voting
securities of the Portfolio. This Agreement shall automatically terminate in
the event of its "assignment" (as defined in the 1940 Act).
7. The Sub-Adviser 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.
8. This Sub-Advisory 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.
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9. This Sub-Advisory Agreement may be amended only in accordance with the
1940 Act.
10. Any notice that is required to be given by the parties to each other
under the terms of this Sub-Advisory 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 Sub-Adviser:
Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
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
11. This Sub-Advisory Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.
12. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
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:_______________________________ By:______________________________
Its President Its Trustee
SUB-ADVISER:
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:_______________________________
Its____________________
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SUB-ADVISORY AGREEMENT
EXHIBIT A
PORTFOLIO LISTING
OTC PORTFOLIO
RESEARCH PORTFOLIO
TOTAL RETURN PORTFOLIO
SUB-ADVISORY AGREEMENT
EXHIBIT B
FEE SCHEDULE
OTC Portfolio .40% of first $300 million
.25% of average net assets over
and above $300 million
Research Portfolio .40% of first $300 million
.25% of average net assets over
and above $300 million
Total Return Portfolio .40% of first $300 million
.25% of average net assets over
and above $300 million
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