Exhibit (d)(5)(iv)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED AGREEMENT, dated as of July 10, 2002 by and
between The Equitable Life Assurance Society of the United States, a New York
corporation ("Equitable" or the "Manager"), and Massachusetts Financial Services
Company (dba MFS Investment Management), a Delaware corporation (the "Adviser").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an investment
company under the Investment Company Act of 1940, as amended (the "Investment
Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (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;
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, Equitable 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 (the "Agreement"); and
WHEREAS, the Board of Trustees of the Trust and Equitable desire to
retain the Adviser to render investment advisory services to the portfolios, or
a discrete portion of a multi-advised portfolio ("Allocated Portion"), as
specified from time to time in Appendix A hereto (each a "Portfolio" and
collectively, the "Portfolios" or "Allocated Portion") in the manner and on the
terms hereinafter set forth (each reference to a Portfolio shall be deemed to be
a reference to each Portfolio).
NOW, THEREFORE, Equitable and Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser
for the Portfolios and Allocated Portions of a Portfolio ("Allocated Portion")
and to manage the investment and reinvestment of the assets of the Portfolios
and Allocated Portion, subject to the supervision of the Trustees of the Trust
and 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 Manager in any way or otherwise be deemed an agent of the Trust or
Manager except as expressly authorized in this Agreement or another writing by
the Trust, Manager and the Adviser.
2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. The Adviser will manage the investment and reinvestment of the
assets of each Portfolio and Allocated Portion and determine the composition of
the assets of each Portfolio and Allocated Portion, subject always to the
direction and control of the Trustees of the Trust and the Manager and in
accordance with the provisions of each Portfolio's currently effective
prospectus and statement of additional information (collectively, the
"Prospectus") contained in the Trust's registration statement, as amended from
time to time, and delivered to the Adviser. In fulfilling its obligations to
manage the investment and reinvestment of the assets of each Portfolio and
Allocated Portion, the Adviser will:
(i) obtain and evaluate such economic, statistical, financial, and
other information affecting the economy generally and individual
companies or industries, the securities of which are included in the
Portfolio and Allocated Portion or are under consideration for
inclusion in the Portfolio and Allocated Portion;
(ii) formulate and implement a continuous investment program for
the Portfolio and Allocated Portion (a) consistent with the investment
objectives, policies and restrictions of the Portfolio and Allocated
Portion as stated in the Trust's Agreement and Declaration of Trust,
By-Laws, and such Portfolio's Prospectus as amended from time to time,
and (b) in compliance with the requirements applicable to registered
investment companies under applicable laws and those 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 ("Code).
(iii) take whatever steps are necessary to implement the
investment program for the Portfolio and Allocated Portion by the
purchase and sale of securities and other investments authorized under
the Trust's Agreement and Declaration of Trust, By-Laws, and such
Portfolio's Prospectus, including the placing of orders for such
purchases and sales;
(iv) regularly report to the Trustees of the Trust and the Manager
with respect to the implementation of the investment program and, in
addition, provide such statistical information and special reports
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concerning the Portfolio and/or important developments materially
affecting the investments held, or contemplated to be purchased, by the
Portfolio and Allocated Portion, as may reasonably be requested by the
Manager or the Trustees of the Trust and agreed to by the Adviser,
including attendance at Board meetings, as reasonably requested, to
present such information and reports to the Board;
(v) provide reasonable assistance to the Portfolio's or Allocated
Portion's pricing agent in the pricing of internally priced securities
(i.e., securities for which market quotations are not readily
available) with respect to the Portfolio or Allocated Portion;
(vi) provide any and all information, records and supporting
documentation about accounts the Adviser manages that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Portfolio and Allocated Portion
which may be reasonably necessary, under applicable laws, to allow the
Portfolio and Allocated Portion or its agent to present information
concerning the Adviser's prior performance in the Prospectus and the
SAI of the Portfolio and Allocated Portion and any permissible reports
and materials prepared by the Portfolio, Allocated Portion or its
agent;
(vii) establish appropriate interfaces with the Trust's
administrator and Manager in order to provide such administrator and
Manager with all necessary information requested by the administrator
and Manager; and
(viii) execute account documentation, agreements, contracts and
other documents as the Adviser shall be requested by brokers, dealers,
counterparties and other persons to execute in connection with its
management of the assets of the Portfolio , provided that the Adviser
receives the express agreement and consent of the Manager and/or the
Trust's Board of Trustees to execute such documentation, agreements,
contracts and other documents. In such respect, and only for this
limited purpose, the adviser shall act as the Manager's and/or the
Trust's agent and attorney-in-fact.
B. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment required for it to
faithfully and fully perform its duties and obligations under this Agreement
(excluding that necessary for the determination of net asset value and
shareholder accounting services).
C. 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
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brokerage commissions if applicable. The Adviser is directed at all times to
seek to execute brokerage transactions for each Portfolio and Allocated Portion
in accordance with such policies or practices as may be established by the Board
of Trustees and described in the currently effective Prospectus, as amended from
time to time. In placing orders for the purchase or sale of investments for each
Portfolio and Allocated Portion, in the name of the Portfolio, Allocated Portion
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.
Subject to any appropriate policies and procedures of the Board of
Trustees brought to the attention of the Adviser, the Adviser may, to the extent
authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended,
cause a Portfolio to pay a broker or dealer that provides brokerage or research
services to the Manager, the Adviser, and each Portfolio and Allocated Portion
an amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Adviser determines, in good faith, that such amount of
commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or the
Adviser's overall responsibilities to the Portfolio and Allocated Portion or its
other advisory clients. To the extent authorized by said Section 28(e) and the
Trust's Board of Trustees, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of such action. In addition, subject to seeking the most
favorable price and best execution available, and in compliance with the NASD's
Conduct Rules, the Adviser may also consider sales of shares of the Trust as a
factor in the selection of brokers and dealers.
D. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Portfolio and Allocated Portion as well
as other clients of the Adviser, the Adviser to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
the Adviser considers to be the most equitable and consistent with its fiduciary
obligations to each Portfolio and Allocated Portion and to its other clients.
E. With respect to the provision of services by the Adviser hereunder,
the Adviser will maintain all accounts, books and records with respect to each
Portfolio and Allocated Portion 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.
F. The Adviser and the Manager acknowledge that the Adviser is not the
compliance agent for each Portfolio and Allocated Portion or for the Manager,
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and does not have access to all of each Portfolio's or Allocated Portion's books
and records necessary to perform certain compliance testing. to the extent that
the Adviser has agreed to perform the services specified in this Section 2 in
accordance with the Trust's registration statement, the Trust's Agreement and
Declaration of Trust and By-Laws, the Portfolio's Prospectus and any policies
adopted by the Trust's Board of Trustees applicable to the Portfolio
(collectively, the "Charter Requirements:), and in accordance with applicable
law (including Sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act (Applicable Law")), the Adviser shall perform such services
based upon its books and records with respect to each Portfolio and Allocated
Portion (as specified in Section 2.E. hereof), which comprise a portion of each
Portfolio's and Allocated Portion's books and records, and upon information and
written instructions received from the Trust, the Manager or the Trust's
administrator, and shall not be held responsible under this Agreement so long as
it performs such services in accordance with this Agreement, the Charter
Requirements and Applicable law based upon such books and records and such
information and instructions provided by the Trust, the Manager or the Trust's
administrator. The Manager shall promptly provide the Adviser with copies of the
Trust's registration statement, the Trust's Agreement and Declaration of Trust
and By-Laws, the Portfolio's currently effective Prospectus and any written
policies or procedures adopted by the Trust's Board of Trustees applicable to
the Portfolio and any amendments or revisions thereto.
G. Unless the Manager gives the Adviser written instructions to the
contrary, the Adviser shall use its good faith judgement in a manner which it
reasonably believes best serves the interests of the Portfolio's shareholders to
vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Portfolio may be invested.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser, with respect to each Portfolio and
Allocated Portion, the compensation specified in Appendix A to this Agreement.
Payments shall be made to the Adviser on the first day of each month; however,
this advisory fee will be calculated on the daily average value of each
Portfolio's and Allocated Portion's assets and accrued on a daily basis.
Compensation for any partial period shall be pro rated based on the services
provided during such period.
4. LIABILITY OF ADVISER
Neither the Adviser nor any of its directors, officers, employees or
agents shall be liable to the Manager or the Trust for any loss or expense
suffered by the Manager or the Trust resulting from its acts or omissions as
Adviser to a Portfolio and Allocated Portion, except for losses or expenses to
the Manager or the Trust resulting from willful misconduct, bad faith, or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Adviser or any of its directors, officers, employees or agents. The Adviser,
its directors, officers, employees or agents shall not be liable to the Manager
or the Trust for
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any loss or expense suffered as a consequence of any action or inaction of other
service providers to the Trust in failing to observe the instructions of the
Adviser, provided such action or inaction of such other service providers to the
Trust is not a result of the willful misconduct, bad faith or gross negligence
in the performance of, or from reckless disregard of, the duties of the Adviser
under this Agreement.
5. NON-EXCLUSIVITY
The services of the Adviser to each Portfolio and Allocated Portion of
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 enter into arrangements with other persons affiliated
with the Adviser for the provision of certain personnel and facilities to the
Adviser to better enable it to fulfill its duties and obligations under this
Agreement.
7. REGULATION
The Manager and Adviser shall cooperate with each other in providing
information, reports and other material to regulatory and administrative bodies
having proper jurisdiction over the Portfolios, the Manager and the Adviser in
connection with the services provided pursuant to this Agreement; provided,
however that this agreement to cooperate does not apply to the provision of
information, reports and other materials which either the Manager or the Adviser
reasonably believes the regulatory or administrative body does not have the
authority to request or is the privileged or confidential information of the
Manager or Adviser.
8. RECORDS
The records relating to the services provided under this Agreement
required to be established and maintained by an investment adviser under
applicable law or those required by the Manager or the board of Trustees for the
Adviser to prepare and provide shall be the property of the Trust and shall be
under its control; however, the Trust shall permit the Adviser to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out its duties. The Adviser may retain copies of all such
records. 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
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rights therein. The Adviser shall keep confidential any information concerning
the Manager or any of its affiliates (and their officers, directors or
employees), that it obtains in connection with the Advisers duties hereunder and
shall 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 Portfolios
and Allocated Portion on the date of its execution. This 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 by the Board
of Trustees provided that in such event such continuance shall also be approved
by the vote of a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) ("Independent Trustees") of any party to
this Agreement cast in person at a meeting called for the purpose of voting on
such approval.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Trustees, including a majority of the Independent
Trustees, by the vote of a majority of the outstanding voting securities of a
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, in the event of its assignment (as defined in the
Investment Company Act) or in the event the Investment Management Agreement
between the Manager and the Trust is assigned or terminates for any other
reason. This Agreement will also terminate upon written notice to the other
party that the other party is in material breach of this Agreement, unless the
other party in material breach of this Agreement cures such breach to the
reasonable satisfaction of the party alleging the breach within thirty (30) days
after written notice.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
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
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C. the controlling stockholder of the Adviser or the portfolio manager
of a Portfolio changes or there is otherwise an actual change in control or
management of the Adviser.
12. PROVISION OF CERTAIN INFORMATION BY THE MANAGER
The Manager will promptly notify the Adviser in writing of the
occurrence of any of the following events.
A. the Manager fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the Manager is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement.
B. the 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 controlling stockholder of the Manager or there is otherwise an
actual change in control or management of the Manager.
13. REPRESENTATIONS AND WARRANTIES
A. Manager represents and warrants that:
(i) The Manager is registered as an investment adviser under the
Advisers Act;
(ii) The Manager is a stock life insurance company duly organized and
validly existing under the laws of the State of New York with the
power to own and possess its assets and carry on its business as
it is now being conducted;
(iii) The execution, delivery and performance by the manager of this
Agreement are within the Manager's powers and have been duly
authorized by all necessary action on the part of its directors,
and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of
the manager for the execution, delivery and performance of this
agreement by the parties hereto, and the execution, delivery and
performance of this Agreement by the parties hereto does not
contravene or constitute a default under (a) any provision of
applicable law, rule or reulation; (b) the Manager's Articles of
Incorporation or By-Laws; or (c) any agreement, judgement,
injunction, order, decree or other instruments binding upon the
Manager;
(iv) This Agreement is a valid and binding Agreement of the Manager;
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(v) The Manager has provided the Adviser with a copy of its Form ADV
as most recently filed with the Securities and Exchange Commission
("SEC") and the Manager furhter represents that it will, within a
reasonable time after filing any amendment to its Form ADV with
the SEC furnish a copy of such amendments to the Adviser. The
information contained in the Manager's Form ADV is accurate and
complete in all material fact necessary in order to make the
statements made, in light of the circumstances under this they
were made, not misleading; and
(vi) The Manager acknowledges that it received a copy of the Adviser's
current Form ADV, at least 48 hours prior to the execution of this
Agreement and has delivered a copy of the same to the Trust.
B. Adviser represents and warrants that:
(i) The Adviser is registered as an investment adviser under the
Advisers Act;
(ii) The Adviser is a corporation duly organized and validly existing
under the laws of the State of Delaware with the power to own and
possess its assets and carry on its business as it is now being
conducted;
(iii) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its directors,
and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of
the Adviser for the execution, delivery and performance of this
Agreement by the parties hereto, and the execution, dilevery and
performance of this Agreement by the parties hereto does not
contravene or constitute a default under: (a) any provision of
applicable law, rule or regulation; (b) the Adviser's Articles of
Incorporation or By-Laws; or (c) any agreement, judgment,
injunction, order, decree or other instruments binding upon the
Adviser;
(iv) This Agreement is a valid and binding Agreement of the Adviser;
(v) The Adviser has provided the Manager with a copy of its Form ADV
as most recently filed with the SEC and will, promptly after
filing any amendment to its Form ADV with the SEC, furnish a copy
of such amendments to the Manager. The information contained in
the Adviser's Form
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ADV is accurate and complete in all material respects and does not
omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they
were made, not misleading; and
(vi) The Adviser acknowledges that it received a copy of the Manager's
current Form ADV, at least 48 hours prior to the execution of this
Agreement and has delivered a copy of the same to the Trust.
14. USE OF ADVISER'S NAME
The Manager will not use, and will not permit the Trust to use, the
Adviser's name (or that of any affiliate) or any derivative thereto or logo
associated therewith in Trust literature without prior review and approval by
the Adviser.
15. 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 the Portfolio (unless such approval is not required by
Section 15 of the Investment Company Act as interpreted by the SEC or its staff)
and by the vote of a majority of the Independent Trustees cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval shall be effective with respect to a Portfolio if a
majority of the outstanding voting securities of such Portfolio vote to approve
the amendment, notwithstanding that the amendment may not have been approved by
a majority of the outstanding voting securities of any other portfolio affected
by the amendment or all the portfolios of the Trust.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolios and Allocated Portion listed in Appendix
A.
17. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
18. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
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provided for each party will be specified in writing to the other party. Notice
shall be deemed given on the date delivered or mailed in accordance with this
paragraph.
19. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
20. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the SEC validly issued
pursuant to the Investment Company Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested persons,"
"assignment," and "affiliated persons," as used herein shall have the meanings
assigned to them by Section 2(a) of the Investment Company Act. In addition,
where the effect of a requirement of the Investment Company Act reflected in any
provision of this Agreement is relaxed by a rule, regulation or order of the
SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
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MASSACHUSETTS FINANCIAL SERVICE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
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APPENDIX A
TO
INVESTMENT ADVISORY AGREEMENT
Portfolio Advisory Fee
--------- ------------
EQ/MFS Emerging Growth Companies Portfolio* 0.35% of the Portfolio's average daily net assets up to and including $500
million; 0.30% of the Portfolio's average daily net assets on the next $1
billion of the Portfolio's average daily net assets and 0.25% of the
Portfolio's average daily net assets over $1.5 billion.
EQ/MFS Research Portfolio 0.35% of the Portfolio's average daily net assets up to and including $500
million; 0.30% of the Portfolio's average daily net assets on the next $1
billion of the Portfolio's average daily net assets and 0.25% of the
Portfolio's average daily net assets over $1.5 billion.
EQ/MFS Growth with Income Portfolio 0.35% of the Portfolio's average daily net assets up to and including $500
million; 0.30% of the Portfolio's average daily net assets on the next $1
billion of the Portfolio's average daily net assets and 0.25% of the
Portfolio's average daily net assets over $1.5 billion.
EQ/Aggressive Stock Portfolio* 0.35% of the MFS Allocated Portion's average daily net assets, up to and
(MFS Allocated Portion) including $500 million; 0.30% of the MFS Allocated Portion's average daily
net assets on the next $1 billion of the MFS Allocated Portion's average
daily net assets; and 0.25% of the MFS Allocated Portion's average daily
net assets over $1.5 billion.**
*For purposes of calculating the advisory fee for the EQ/MFS Emerging Growth
Companies Portfolio and the EQ/Aggressive Stock Portfolio, the total net assets
of each of these Portfolios will be aggregated.
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**The "MFS Allocated Portion" is that portion of the EQ/Aggressive Stock
Portfolio's average daily net assets advised by the Adviser.
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