Exhibit (d)(20)(ii)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of April 3, 2002, by and between The Equitable Life
Assurance Society of the United States, a New York stock life insurance
corporation (the "Manager"), and Janus Capital Management LLC, a Delaware
limited liability company ("Adviser").
WHEREAS, EQ Advisors Trust ("Trust") is registered as an investment
company under the Investment Company Act of 1940, as amended ("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 and
tax-qualified retirement plans ("Qualified Plans");
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 registered as an investment adviser under the
Advisers Act;
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 and the Manager desire that
the Manager retain the Adviser to render investment advisory and other services
to the portfolios to be known as the EQ/Janus Large Cap Growth Portfolio ("New
Portfolio") in the manner and on the terms hereinafter set forth, which
Portfolio is more particularly described in Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A for the Trust filed with the Securities
and Exchange Commission on May 30, 2000 and the Portfolio's Prospectus and
Statement of Additional Information ("SAI") as amended from time to time.
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 ADVISERS TO THE TRUST
A. As investment adviser to the Portfolio, the Adviser will
coordinate 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 in writing on an ongoing basis of all material facts
concerning the investment and reinvestment of the assets in the
Portfolio, the Adviser and its personnel and operations as directly
related to the Portfolio, make regular and special written reports of
such additional information concerning the same as may reasonably be
requested from time to time by the Manager or the Trustees of the Trust
and will attend meetings with the Manager and/or the Trustees, as
reasonably requested, to discuss the foregoing,
(v) provide assistance in determining the fair value of
certain portfolio securities when market quotations are not readily
available for the purpose of calculating the Portfolio's net asset
value in accordance with procedures and methods established by the
Trustees of the Trust, however, the Adviser shall not be responsible
for Portfolio Accounting;
(vi) provide composite performance information for accounts
the Adviser manages that have investment objectives, policies and
strategies substantially similar to those employed by the Adviser in
managing the Portfolio and supporting documentation about accounts the
Adviser manages, if appropriate, that have investment objectives,
policies, and strategies substantially similar to those employed by the
Adviser in managing the Portfolio that may be reasonably necessary,
under applicable laws, to allow the Portfolio or its agent to present
information concerning Adviser's prior performance in the Trust's
Prospectus and SAI (as hereinafter defined) and any permissible reports
and materials prepared by the Portfolio or its agent; and
(vii) cooperate with and provide reasonable assistance to the
Manager, the Trust's 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, keep all such
persons fully informed as to such Portfolio matters as they may
reasonably deem necessary to the performance of their obligations to
the Trust and the
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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 Portfolio information.
C. In furnishing services hereunder, the Adviser shall be subject
to, and shall perform in accordance with the following: (i) the Trust's
Agreement and Declaration of Trust, as the same may be hereafter modified and/or
amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust,
as the same may be hereafter modified and/or amended from time to time
("By-Laws"); (iii) 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 ("Prospectus and SAI"); (iv) 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; (v) all other applicable state
and federal securities and other laws; (vi) all regulations with respect to the
foregoing; (vii) the Trust's Compliance Manual and other policies and procedures
adopted from time to time by the Board of Trustees of the Trust; and (viii) the
written instructions of the Manager. Any changes proposed by the Manager with
respect to the Portfolio's investment strategy or relevant portions of the
Trust's Prospectus or SAI will require the prior approval of the Adviser which
shall not be unreasonably withheld. The Manager shall provide the Adviser with
current copies of the Trust Declaration, By-Laws, Prospectus, SAI, and
compliance manual and other policies and procedures.
D. The Adviser, at its expense, will furnish: (i) all necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for them to faithfully perform their duties under this Agreement; and
(ii) administrative facilities, including bookkeeping, clerical personnel and
equipment necessary for the efficient conduct of the Adviser's duties under this
Agreement provided, however that Adviser shall not be obligated to pay any
expenses of Manager, the Trust, or the Portfolio, including without limitation:
(a) interest and taxes; (b) brokerage commissions and other costs in connection
with the purchase or sale of securities or other investment instruments for the
Portfolio; and (c) custodian fees and expenses. Any reimbursement of management
fees required by any expense limitation provision and any liability arising out
of a violation of Section 36(b) of the 1940 Act shall be the sole responsibility
of Manager.
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 (i) in
accordance with any written investment policies or procedures that may be
established by the Board of Trustees or the Manager from time to time, which
have been previously approved by Adviser, or (ii) as described in the Trust's
Prospectus and SAI. In placing any orders for the purchase or sale of
investments for the Portfolio, in the name of the Portfolios 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, each Adviser may, to the extent authorized by Section 28(e)
of the Securities Exchange Act of 1934, as amended ("Exchange Act") 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
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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, or other goods in connection therewith as permitted by
Section 28(e), provided viewed in terms of that particular transaction or the
Adviser's overall responsibilities to the Portfolios or its or its other
advisory clients. To the extent authorized by 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 Manager or the Adviser may also consider sales
of shares of the Trust as a factor in the selection of brokers and dealers.
Subject to seeking the most favorable price and execution, the Board of Trustees
or the Manager may cause the Adviser 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; or (ii) finance activities
that are primarily intended to result in the sale of Trust shares.
G. On occasions when an 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 such 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
Advisers Act and the rules thereunder and shall file with the SEC all forms
pursuant to Section 13 of the Exchange Act, with respect to its duties as are
set forth herein. Adviser shall not be responsible for the preparation or filing
of any reports required of the Portfolio by any governmental or regulatory
agency, except as expressly agreed to in writing.
I. The Adviser will, unless and until otherwise directed by the
Manager or the Board of Trustees, vote proxies with respect to the Portfolio's
securities and exercise rights in corporate actions or otherwise.
J. Adviser has provided to Manager a copy of Adviser's Form ADV
as filed with the Securities and Exchange Commission. Adviser shall provide to
Manager a list of persons who Adviser wishes to have authorized to give written
and/or oral instructions to Custodians of Fund assets for the Portfolio.
K. Adviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved by
the Portfolio or that the Portfolio will perform comparably with any standard or
index, including other clients of Adviser, whether public or private.
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L. Adviser shall not have responsibility to monitor certain
limitations or restrictions including without limitation, the 90% source test,
for which Adviser determines it has not been provided information in accordance
with Section 21 of this Agreement.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser an advisory fee with respect to the
Portfolio specified in Appendix A to this Agreement. Payments shall be made to
the Adviser on or about the fifth day of each month; however, this advisory fee
will be calculated on the daily average value of the Portfolio's assets and
accrued on a daily basis.
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, as amended ("1933 Act")) (collectively, "Manager
Indemnities") 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 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Adviser in the performance of any
of its duties or obligations hereunder or (ii) 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 the Adviser Indemnitees (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 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 1933 Act) (collectively, "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) to which any of the Adviser Indemnitees may become subject
under the 1933 Act, the Investment Company Act, the Advisers Act, or under any
other statute, at common law or otherwise arising out of or based on (i) any
willful misconduct, bad faith, reckless disregard or gross negligence of the
Manager in the performance of any of its duties or obligations hereunder or (ii)
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 Portfolios or the omission to state therein a material
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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 Indemnitees for use therein.
5. NON-EXCLUSIVITY
The services of the Adviser to the Manager, 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 such Adviser hereunder, provided that no such person
shall perform any services with respect to the Portfolio that would constitute
an assignment or require a written advisory agreement pursuant to the Investment
Company Act. Any compensation payable to such persons shall be the sole
responsibility of the Adviser, 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.
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 them to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out their duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Adviser
free from any claim or retention of rights therein. The Manager and 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 later of the date of its execution or the date of the commencement of the
Portfolio. This Agreement will continue in effect for a period more than two
years from the date of its execution only so long as such continuance is
specifically approved at least annually by the Board of Trustees provided that
in such event such continuance shall also be approved by the vote of a majority
of the
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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) days' written notice to the Manager and the Adviser, or
by the Manager or Adviser on sixty (60) days' written notice to the Trust and
the other party. This Agreement will automatically terminate, without the
payment of any penalty, (i) in the event of its assignment (as defined in the
Investment Company Act), or (ii) 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 notify the Manager in writing within five (5) business
days of the occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser
under the Advisers Act or under the laws of any jurisdiction in which the
Adviser is required to be registered as an investment adviser in order to
perform its obligations under this Agreement;
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;
and/or
C. the chief executive officer or controlling stockholder of the
Adviser or the portfolio manager to the Portfolio changes or there is otherwise
an actual change in control or management of the Adviser.
12. USE OF ADVISER'S NAME
The parties agree that the name of the Adviser, the names of any
affiliates of the Adviser and any derivative or logo or trademark or service
▇▇▇▇ or trade name 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.
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
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ensure the adequacy of the form or content of such materials for purposes of the
Investment Company Act or other applicable laws and regulations. If the Manager
or the Trust makes any unauthorized use of the Adviser's names, 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. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the
rules or regulations thereunder or pursuant to 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 the Portfolio (unless such approval is not required by
Section 15 of the Investment Company Act as interpreted by the SEC or its staff
or unless the SEC has granted an exemption from such approval requirement) 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.
14. ASSIGNMENT
No assignment (as that term is defined in the Investment Company Act)
shall be made by the Adviser without the prior written consent of the Trust and
the Manager. Notwithstanding the foregoing, no assignment shall be deemed to
result from any changes in the directors, officers or employees of such Adviser
except as may be provided to the contrary in the Investment Company Act or the
rules or regulations thereunder. The Adviser agrees that it will notify the
Trust and the Manager of any changes in the Chairman of the Adviser or in its
directors or, officers as they relate to the Portfolio within a reasonable time
thereafter.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolio.
16. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
17. 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.
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18. 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.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of New York, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
20. INTERPRETATION
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.
21. OBLIGATIONS OF MANAGER AND THE PORTFOLIO
Manager has provided to Adviser the information and documents listed on
the attached Appendix B. Throughout the term of this Agreement, Manager shall
continue to provide such information and documents to Adviser, including any
amendments, updates or supplements to such information or documents, before or
at the time the amendments, updates or supplements become effective as they
relate to the Portfolio. Manager shall timely furnish Adviser with such
additional information as may be reasonably necessary for or requested by
Adviser to perform its responsibilities pursuant to this Agreement.
22. CUSTODIAN
The Portfolio assets shall be maintained in the custody of the
custodian identified in writing to the Adviser. Any assets added to the
Portfolio shall be delivered directly to such custodian. Adviser shall have no
liability for the acts or omissions of any custodian of the Portfolio's assets.
Adviser shall have no responsibility for the segregation requirements of the
1940 Act or other applicable law.
23. REPRESENTATIONS AND WARRANTIES
(a) Manager represents and warrants the following:
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(i) Manager has been duly incorporated and is validly
existing, in good standing as a corporation under the
laws of the state of New York, and has all requisite
corporate power and authority under New York law and
federal securities laws to execute, deliver and to
perform this Agreement.
(ii) All necessary corporate proceedings of Manager have
been duly taken to authorize the execution, delivery
and performance of this Agreement by Manager.
(iii) Manager is a registered investment adviser under the
Investment Advisers Act of 1940 and is in compliance
with all other registrations required.
(iv) Manager has complied, in all material respects, with
all applicable rules and regulations of, the
Securities and Exchange Commission.
(v) Manager has authority under the Investment Management
Agreement to execute, deliver and perform this
Agreement.
(vi) Manager has received a copy of Part II of Adviser's
Form ADV.
(b) Adviser represents and warrants the following:
(i) Adviser has been duly incorporated and is validly
existing, in good standing as a corporation under the
laws of the state of Colorado, and has all requisite
corporate power and authority under Colorado law and
federal securities laws to execute, deliver and to
perform this Agreement.
(ii) All necessary corporate proceedings of Adviser have
been duly taken to authorize the execution, delivery
and performance of this Agreement by Adviser.
(iii) Adviser is a registered investment adviser under the
Investment Advisers Act of 1940 and is in compliance
with all other registrations required.
(iv) Adviser has complied, in all material respects, with
all applicable rules and regulations, of the
Securities and Exchange Commission.
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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.
THE EQUITABLE LIFE ASSURANCE JANUS CAPITAL MANAGEMENT LLC
SOCIETY OF THE UNITED STATES
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- ----------------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President Vice President
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APPENDIX A
INVESTMENT ADVISORY AGREEMENT
WITH JANUS CAPITAL MANAGEMENT LLC
RELATED PORTFOLIOS* ANNUAL ADVISORY FEE RATE***
------------------ ------------------------
LARGE CAP CORE EQUITY PORTFOLIOS, which .55% of the Portfolio's average daily net
shall consist of the following Allocated assets up to and including $100 million;.50%
Portion and Other Allocated Portion** of the Portfolio's average daily net assets
(collectively referred to as "Large Cap over $100 million but less than $500 million;
Core Equity Portfolios"): and .45% of the Portfolio's average daily net
assets of $500 million or more.
EQ/Janus Large Cap Growth Portfolio
AXA Premier Large Cap Core Equity Fund**
AXA Premier VIP Large Cap Core Equity Portfolio**
* Fee to be paid with respect to this Fund shall be based only on the
portion of the Fund's average daily net assets advised by the Adviser,
which may be referred to as the "Janus Allocated Portion."
** Other Allocated Portions are other registered investment companies (or
series or portions thereof) that are managed by the Manager and advised by
the Adviser, which are classified as "Large Cap Core Equity Portfolios."
*** The daily advisory fee for the Related Portfolios is calculated by
multiplying the aggregate net assets of the Related Portfolios at the
close of the immediately preceding business day by the annual Advisory Fee
Rate calculated as set forth above and then dividing the result by the
number of days in the year. The daily fee applicable to each Allocated
Portion is the portion of the daily advisory fee for the Related
Portfolios equal to the Allocated Portion's net assets relative to the
aggregate net assets of the Related Portfolios, including the Allocated
Portion, used in fee calculation.
▇▇
▇▇▇▇▇▇▇▇ ▇
INVESTMENT ADVISORY AGREEMENT
WITH JANUS CAPITAL MANAGEMENT LLC
Information and documentation provided by Manager:
1. A copy of Post-Effective Amendment No. 17 to EQ Advisors Trust's
registration statement as filed with the Securities and Exchange
Commission.
2. A copy of the Portfolio's prospectus and statement of additional
information.
3. A copy of the Trust's Amended and Restated Agreement and Declaration of
Trust and Bylaws.
4. Notice of the Portfolio's custodian designated to hold assets in the
Portfolio.
5. A list of the countries approved by the Trustees in accordance with Rule
17f-5 in which Portfolio assets may be maintained and a list of those
countries available immediately.
6. A certified copy of the Trust's Annual Report for the period ended
December 31, 1999.
7. A copy of Manager's liquidity procedures, cross-trade procedures,
repurchase agreement procedures, 10f-3, 17a-7 and 17e-1 procedures and
other procedures that may affect the duties of Adviser.
8. A Free-riding and Withholding Questionnaire completed by the Trust.
9. An Internal Revenue Service Form W-9 completed by the Trust.
10. A Qualified Institutional Investor Certification completed by the Trust.
11. A list of persons authorized to act on behalf of the Portfolio.
12. A list of "affiliates" of the Trust, as such term is used in the 1940 Act,
including all broker-dealers affiliated with the Trust.
13. Applicable Commodities Futures Trading Commission exemptions,
notifications and/or related documentation.
14. A list of established futures accounts.
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